MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 1 
FOR RECONSTRUCTION AND DEVELOPMENT 
CHAPTER 347 
MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
ACT 
To provide for Malta’s Membership of the European Bank for 
Reconstruction and Development. 
(25th January, 1991)* 
Enacted by ACT I of 1991. 
Short title. 1. This Act may be cited as the Malta Membership of the 
European Bank for Reconstruction and Development Act. 
Interpretation. 2. In this Act, unless the context otherwise requires - 
"Bank" means the European Bank for Reconstruction and 
Development; 
"Agreement" means the Agreement signed in Paris on the 29th 
May, 1990 establishing the European Bank for Reconstruction and 
Development, as set out in the Schedule to this Act, and for the 
purposes of sections 4 and 6 of this Act, as from time to time 
amended; 
"Minister" means the Minister responsible for finance. 
Authorisation for 
acceding to the 
Agreement. 
Cap. 304. 
3. In virtue of this Act, and in compliance with the provisions 
of the Ratification of Treaties Act, the Government of Malta is 
hereby authorised to ratify the Agreement. 
Financial 
provisions relating 
to membership. 
4. (1) There shall be paid out of the Consolidated Fund, on 
the warrant of the Minister, all sums required for the purpose of 
making all payments required to be made from time to time under 
the provisions of the Agreement. 
(2) The Minister may, if he thinks fit, create and issue, or direct 
the Central Bank of Malta (as the depository for the Government of 
Malta for the purposes of Article 34 of the Agreement) to create 
and issue, to the Bank non-interest bearing and non-negotiable 
notes or other obligations as are provided for by Article 6(2) of the 
Agreement and the sums payable under such notes or obligations so 
created and issued shall be a charge on the Consolidated Fund: 
Provided that, where the Minister has directed the Central 
Bank of Malta to create and issue notes or other obligations as 
aforesaid, the Minister shall also undertake to repay to the Central 
Bank of Malta such amount or amounts of notes or other 
obligations as may be called for payment by the Bank, such 
repayments to be made as soon as possible and in no case later than 
a month after the date of payment to the Bank; and in respect of any 
such payment all repayments due as aforesaid shall be a charge on 
the Consolidated Fund and the sums required for such repayments 
are hereby appropriated for that purpose. 
*See Government Notice No. 70 of 25th January, 1991.

2 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
(3) Any income or other sums allocated and distributed to the 
Government of Malta, or to the Central Bank of Malta, from the 
Bank by virtue of the subscription by Malta to the shares of the 
capital stock thereof shall be paid into the Consolidated Fund. 
Certain provisions 
of the Agreement 
given force of law 
in Malta. 
5. The provisions of Articles 45 to 53 inclusive of the 
Agreement shall have the force of law in Malta, so however, that 
nothing in Article 53 of the Agreement shall be construed as 
entitling the Bank to import goods free of customs duty without any 
restriction on their subsequent sale in Malta. 
Power of Minister 
to make orders. 
6. The Minister may by order make such provisions as are 
necessary for carrying into effect any of the provisions of the 
Agreement.* 
Language of 
Schedule. 
7. The Schedule to this Act shall be in the English language 
only, and such text shall apply also to the Maltese text of the Act. 
*See Legal Notice 55 of 1991.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 3 
FOR RECONSTRUCTION AND DEVELOPMENT 
SCHEDULE 
(SECTION 2) 
AGREEMENT ESTABLISHING 
THE EUROPEAN BANK FOR RECONSTRUCTION 
AND DEVELOPMENT 
The contracting parties, 
Committed to the fundamental principles of multiparty democracy, the rule of law, 
respect for human rights and market economics; 
Recalling the Final Act of the Helsinki Conference on Security and Cooperation in 
Europe, and in particular its Declaration on Principles; 
Welcoming the intent of Central and Eastern European countries to further the 
practical implementation of multiparty democracy, strengthening democratic 
institutions, the rule of law and respect for human rights and their willingness to 
implement reforms in order to evolve towards market-oriented economies; 
Considering the importance of close and coordinated cooperation in order to 
promote the economic progress of Central and Eastern European countries to help 
their economies become more internationally competitive and assist them in their 
reconstruction and development and thus to reduce, where appropriate, any risks 
related to the financing of their economies; 
Convinced that the establishment of a multilateral financial institution which is 
European in its basic character and broadly international in its membership would 
help serve these ends and would constitute a new and unique structure of cooperation 
in Europe; 
Have agreed to establish hereby the European Bank for Reconstruction and 
Development (hereinafter called " the Bank") which shall operate in accordance with 
the following: 
CHAPTER I 
PURPOSE, FUNCTIONS AND MEMBERSHIP 
Article 1 
PURPOSE 
In contributing to economic progress and reconstruction, the purpose of the Bank 
shall be to foster the transition towards open market oriented economies and to 
promote private and entrepreneurial initiative in the Central and Eastern European 
countries committed to and applying the principles of multiparty democracy, 
pluralism and market economics. 
Article 2 
FUNCTIONS 
1. To fulfil on a long-term basis its purpose of fostering the transition of 
Central and Eastern European countries towards open market-oriented economies 
and the promotion of private and entrepreneurial initiative, the Bank shall assist the

4 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
recipient member countries to implement structural and sectoral economic reforms, 
including demonopolization, decentralization and privatization, to help their 
economies become fully integrated into the international economy by measures: 
(i) to promote, through private and other interested investors, the 
establishment, improvement and expansion of productive, competitive and private 
sector activity, in particular small and medium sized enterprises; 
(ii) to mobilize domestic and foreign capital and experienced management 
to the end described in (i); 
(iii) to foster productive investment, including in the service and financial 
sectors, and in related infrastructure where that is necessary to support private and 
entrepreneurial initiative, thereby assisting in making a competitive environment and 
raising productivity, the standard of living and conditions of labour; 
(iv) to provide technical assistance for the preparation, financing and 
implementation of relevant projects, whether individual or in the context of specific 
investment programmes; 
(v) to stimulate and encourage the development of capital markets; 
(vi) to give support to sound and economically viable projects involving 
more than one recipient member country; 
(vii) to promote in the full range of its activities environmentally sound and 
sustainable development; and 
(viii) to undertake such other activities and provide such other services as 
may further these functions. 
2. In carrying out the functions referred to in paragraph 1 of this Article, the 
Bank shall work in close cooperation with all its members and, in such manner as it 
may deem appropriate within the terms of this Agreement, with the International 
Monetary Fund, the International Bank for Reconstruction and Development, the 
International Finance Corporation, the Multilateral Investment Guarantee Agency, 
and the Organisation for Economic Cooperation and Development, and shall 
cooperate with the United Nations and its Specialised Agencies and other related 
bodies, and any entity, whether public or private, concerned with the economic 
development of, and investment in, Central and Eastern European countries. 
Article 3 
MEMBERSHIP 
1. Membership in the Bank shall be open: 
(i) to (1) European countries and (2) non-European countries which are 
members of the International Monetary Fund; and 
(ii) to the European Economic Community and the European Investment 
Bank. 
2. Countries eligible for membership under paragraph 1 of this Article, which 
do not become members in accordance with Article 61 of this Agreement, may be 
admitted, under such terms and conditions as the Bank may determine, to 
membership in the Bank upon the affirmative vote of not less than two-thirds of the 
Governors, representing not less than three-fourths of the total voting power of the 
members.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 5 
FOR RECONSTRUCTION AND DEVELOPMENT 
CHAPTER II 
CAPITAL 
Article 4 
AUTHORIZED CAPITAL STOCK 
1. The original authorized capital stock shall be ten thousand million 
(10,000,000,000) ECU. It shall be divided into one million (1,000,000) shares, 
having a par value of ten thousand (10,000) ECU each, which shall be available for 
subscription only by members in accordance with the provisions of Article 5 of this 
Agreement. 
2. The original capital stock shall be divided into paid-in shares and callable 
shares. The initial total aggregate par value of paid-in shares shall be three thousand 
million (3,000,000,000) ECU. 
3. The authorized capital stock may be increased at such time and under such 
terms as may seem advisable, by a vote of not less than two-thirds of the Governors, 
representing not less than three-fourths of the total voting power of the members. 
Article 5 
SUBSCRIPTION OF SHARES 
1. Each member shall subscribe to shares of the capital stock of the Bank, 
subject to fulfilment of the member’s legal requirements. Each subscription to the 
original authorized capital stock shall be for paid-in shares and callable shares in the 
proportion of three (3) to seven (7). The initial number of shares available to be 
subscribed to by Signatories to this Agreement which become members in 
accordance with Article 61 of this Agreement shall be that set forth in Annex A. No 
member shall have an initial subscription of less than one hundred (100) shares 
2. The initial number of shares to be subscribed to by countries which are 
admitted to membership in accordance with paragraph 2 of Article 3 of this 
Agreement shall be determined by the Board of Governors; provided, however, that 
no such subscription shall be authorized which would have the effect of reducing the 
percentage of capital stock held by countries which are members of the European 
Economic Community, together with the European Economic Community and the 
European Investment Bank, below the majority of the total subscribed capital stock. 
3. The Board of Governors shall at intervals of not more than five (5) years 
review the capital stock of the Bank. In case of an increase in the authorized capital 
stock, each member shall have a reasonable opportunity to subscribe, under such 
uniform terms and conditions as the Board of Governors shall determine, to a 
proportion of the increase in stock equivalent to the proportion which its stock 
subscribed bears to the total subscribed capital stock immediately prior to such 
increase. No member shall be obliged to subscribe to any part of an increase of 
capital stock. 
4. Subject to the provisions of paragraph 3 of this Article, the Board of 
Governors may, at the request of a member, increase the subscription of that 
member, or allocate shares to that member within the authorized capital stock which 
are not taken up by other members; provided, however, that such increase shall not 
have the effect of reducing the percentage of capital stock held by countries which

6 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
are members of the European Economic Community, together with the European 
Economic Community and the European Investment Bank, below the majority of the 
total subscribed capital stock. 
5. Shares of stock initially subscribed to by members shall be issued at par. 
Other shares shall be issued at par unless the Board of Governors, by a vote of not 
less than two-thirds of the Governors, representing not less than two-thirds of the 
total voting power of the members, decides to issue them in special circumstances on 
other terms. 
6. Shares of stock shall not be pledged or encumbered in any manner 
whatsoever, and they shall not be transferable except to the Bank in accordance with 
Chapter VII of this Agreement. 
7. The liability of the members on shares shall be limited to the unpaid portion 
of their issue price. No member shall be liable, by reason of its membership, for 
obligations of the Bank. 
Article 6 
PAYMENT OF SUBSCRIPTIONS 
1. Payment of the paid-in shares of the amount initially subscribed to by each 
Signatory to this Agreement, which becomes a member in accordance with Article 
61 of this Agreement, shall be made in five (5) instalments of twenty (20) per cent 
each of such amount. The first instalment shall be paid by each member within sixty 
(60) days after the date of the entry into force of this Agreement, or after the date of 
deposit of its instrument of ratification, acceptance or approval in accordance with 
Article 61, if this latter is later than the date of the entry into force. The remaining 
four (4) instalments shall each become due successively one year from the date on 
which the preceding instalment became due and shall each, subject to the legislative 
requirements of each member, be paid. 
2. Fifty (50) per cent of payment of each instalment pursuant to paragraph 1 of 
this Article, or by a member admitted in accordance with paragraph 2 of Article 3 of 
this Agreement, may be made in promissory notes or other obligations issued by 
such member and denominated in ECU, in United States dollars or in Japanese yen, 
to be drawn down as the Bank needs funds for disbursement as a result of its 
operations. Such notes or obligations shall be non-negotiable, non-interest-bearing 
and payable to the Bank at par value upon demand. Demands upon such notes or 
obligations shall, over reasonable periods of time, be made so that the value of such 
demands in ECU at the time of demand from each member is proportional to the 
number of paid-in shares subscribed to and held by each such member depositing 
such notes or obligations. 
3. All payment obligations of a member in respect of subscription to shares in 
the initial capital stock shall be settled either in ECU, in United States dollars or in 
Japanese yen on the basis of the average exchange rate of the relevant currency in 
terms of the ECU for the period from 30 September 1989 to 31 March 1990 
inclusive. 
4. Payment of the amount subscribed to the callable capital stock of the Bank 
shall be subject to call, taking account of Articles 17 and 42 of this Agreement, only 
as and when required by the Bank to meet its liabilities. 
5. In the event of a call referred to in paragraph 4 of this Article, payment shall 
be made by the member in ECU, in United States dollars or in Japanese yen. Such

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 7 
FOR RECONSTRUCTION AND DEVELOPMENT 
calls shall be uniform in ECU value upon each callable share calculated at the time 
of the call. 
6. The Bank shall determine the place for any payment under this Article not 
later than one month after the inaugural meeting of its Board of Governors, provided 
that, before such determination, the payment of the first instalment referred to in 
paragraph 1 of this Article shall be made to the European Investment Bank, as 
trustee for the Bank. 
7. For subscriptions other than those described in paragraphs 1, 2 and 3 of this 
Article, payments by a member in respect of subscription to paid-in shares in the 
authorized capital stock shall be made in ECU, in United States dollars or in 
Japanese yen whether in cash or in promissory notes or in other obligations. 
8. For the purposes of this Article, payment or denomination in ECU shall 
include payment or denomination in any fully convertible currency which is 
equivalent on the date of payment or encashment to the value of the relevant 
obligation in ECU. 
Article 7 
ORDINARY CAPITAL RESOURCES 
As used in this Agreement, the term "ordinary capital resources" of the Bank shall 
include the following: 
(i) authorized capital stock of the Bank, including both paid-in and 
callable shares, subscribed to pursuant to Article 5 of this Agreement; 
(ii) funds raised by borrowings of the Bank by virtue of powers conferred 
by subparagraph 
(i) of Article 20 of this Agreement, to which the commitment to 
calls provided for in paragraph 4 of Article 6 of this Agreement is applicable; 
(iii) funds received in repayment of loans or guarantees and proceeds from 
the disposal of equity investment made with the resources indicated in subparagraphs 
(i) and (ii) of this Article; 
(iv) income derived from loans and equity investment, made from the 
resources indicated in sub-paragraphs (i) and (ii) of this Article, and income derived 
from guarantees and underwriting not forming part of the special operations of the 
Bank; and 
(v) any other funds or income received by the Bank which do not form 
part of its Special Funds resources referred to in Article 19 of this Agreement. 
CHAPTER III 
OPERATIONS 
Article 8 
RECIPIENT COUNTRIES AND USE OF RESOURCES 
1. The resources and facilities of the Bank shall be used exclusively to 
implement the purpose and carry out the functions set forth, respectively, in Articles 
1 and 2 of this Agreement.

8 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
2. The Bank may conduct its operations in countries from Central and Eastern 
Europe which are proceeding steadily in the transition towards market oriented 
economies and the promotion of private and entrepreneurial initiative, and which 
apply, by concrete steps and otherwise, the principles as set forth in Article 1 of this 
Agreement. 
3. In cases where a member might be implementing policies which are 
inconsistent with Article 1 of this Agreement, or in exceptional circumstances, the 
Board of Directors shall consider whether access by a member to Bank resources 
should be suspended or otherwise modified and may make recommendations 
accordingly to the Board of Governors. Any decision on these matters shall be taken 
by the Board of Governors by a majority of not less than two-thirds of the 
Governors, representing not less than three-fourths of the total voting power of the 
members. 
4. (i) Any potential recipient country may request that the Bank provide 
access to its resources for limited purposes over a period of three (3) years beginning 
after the entry into force of this Agreement. Any such request shall be attached as an 
integral part of this Agreement as soon as it is made. 
(ii) During such a period: 
(a) the Bank shall provide to such a country, and to enterprises in 
its territory, upon their request, technical assistance and other types of assistance 
directed to finance its private sector, to facilitate the transition of state-owned 
enterprises to private ownership and control, and to help enterprises operating 
competitively and moving to participation in the market oriented economy, subject 
to the proportion set forth in paragraph 3 of Article 11 of this Agreement; 
(b) the total amount of any assistance thus provided shall not 
exceed the total amount of cash disbursed and promissory notes issued by that 
country for its shares. 
(iii) At the end of this period, the decision to allow such a country access 
beyond the limits specified in sub-paragraphs (a) and (b) shall be taken by the Board 
of Governors by a majority of not less than three-fourths of the Governors 
representing not less than eighty-five (85) per cent of the total voting power of the 
members. 
Article 9 
ORDINARY AND SPECIAL OPERATIONS 
The operations of the Bank shall consist of ordinary operations financed from the 
ordinary capital resources of the Bank referred to in Article 7 of this Agreement and 
special operations financed from the Special Funds resources referred to in Article 
19 of this Agreement. The two types of operations may be combined. 
Article 10 
SEPARATION OF OPERATIONS 
1. The ordinary capital resources and the Special Funds resources of the Bank 
shall at all times and in all respects be held, used, committed, invested or otherwise 
disposed of entirely separately from each other. The financial statements of the Bank

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 9 
FOR RECONSTRUCTION AND DEVELOPMENT 
shall show the reserves of the Bank, together with its ordinary operations and, 
separately, its special operations. 
2. The ordinary capital resources of the Bank shall under no circumstances be 
charged with, or used to discharge, losses or liabilities arising out of special 
operations or other activities for which Special Funds resources were originally used 
or committed. 
3. Expenses appertaining directly to ordinary operations shall be charged to the 
ordinary capital resources of the Bank. Expenses appertaining directly to special 
operations shall be charged to Special Funds resources. Any other expenses shall, 
subject to paragraph 1 of Article 18 of this Agreement, be charged as the Bank shall 
determine. 
Article 11 
METHODS OF OPERATION 
1. The Bank shall carry out its operations in furtherance of its purpose and 
functions as set out in Articles 1 and 2 of this Agreement in any or all of the 
following ways: 
(i) by making, or co-financing together with multilateral institutions, 
commercial banks or other interested sources, or participating in, loans to private 
sector enterprises, loans to any state-owned enterprise operating competitively and 
moving to participation in the market oriented economy, and loans to any stateowned 
enterprise to facilitate its transition to private ownership and control; in 
particular to facilitate or enhance the participation of private and/or foreign capital 
in such enterprises; 
(ii) (a) by investment in the equity capital of private sector enterprises; 
(b) by investment in the equity capital of any state-owned 
enterprise operating competitively and moving to participation in the market 
oriented economy, and investment in the equity capital of any state-owned enterprise 
to facilitate its transition to private ownership and control; in particular to facilitate 
or enhance the participation of private and/or foreign capital in such enterprises; and 
(c) by underwriting, where other means of financing are not 
appropriate, the equity issue of securities by both private sector enterprises and such 
state-owned enterprises referred to in (b) above for the ends mentioned in that subparagraph; 
(iii) by facilitating access to domestic and international capital markets by 
private sector enterprises or by other enterprises referred to in sub-paragraph (i) of 
this paragraph for the ends mentioned in that subparagraph, 
through the provision of 
guarantees, where other means of financing are not appropriate, and through 
financial advice and other forms of assistance; 
(iv) by deploying Special Funds resources in accordance with the 
agreements determining their use; and 
(v) by making or participating in loans and providing technical assistance 
for the reconstruction or development of infrastructure, including environmental 
programmes, necessary for private sector development and the transition to a 
market-oriented economy. 
For the purposes of this paragraph, a state-owned enterprise shall not be regarded

10 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
as operating competitively unless it operates autonomously in a competitive market 
environment and unless it is subject to bankruptcy laws. 
2. (i) The Board of Directors shall review at least annually the Bank’s 
operations and lending strategy in each recipient country to ensure that the purpose 
and the functions of the Bank, as set out in Articles 1 and 2 of this Agreement, are 
fully served. Any decision pursuant to such a review shall be taken by a majority of 
not less than two-thirds of the Directors representing not less than three-fourths of 
the total voting power of the members. 
(ii) The said review shall involve the consideration of, inter alia, each 
recipient country’s progress made on decentralization, demonopolization and 
privatization and the relative shares of the Bank’s lending to private enterprises, to 
state-owned enterprises in the process of transition to participation in the marketoriented 
economy or privatization, for infrastructure, for technical assistance, and 
for other purposes. 
3. (i) Not more than forty (40) per cent of the amount of the Bank’s total 
committed loans, guarantees and equity investments, without prejudice to its other 
operations referred to in this Article, shall be provided to the state sector. Such 
percentage limit shall apply initially over a two (2) year period from the date of 
commencement of the Bank’s operations, taking one year with another, and 
thereafter in respect of each subsequent financial year. 
(ii) For any country, not more than forty (40) per cent of the amount of the 
Bank’s total committed loans, guarantees and equity investments over a period of 
five (5) years, taking one year with another, and without prejudice to the Bank’s 
other operations referred to in this Article, shall be provided to the state sector. 
(iii) For the purposes of this paragraph, 
(a) the state sector includes national and local governments, their 
agencies, and enterprises owned or controlled by any of them; 
(b) a loan or guarantee to, or equity investment in, a state-owned 
enterprise which is implementing a programme to achieve private ownership and 
control shall not be considered as made to the state sector; 
(c) loans to a financial intermediary for onlending to the private 
sector shall not be considered as made to the state sector. 
Article 12 
LIMITATIONS ON ORDINARY OPERATIONS 
1. The total amount of outstanding loans, equity investments and guarantees 
made by the Bank in its ordinary operations shall not be increased at any time, if by 
such increase the total amount of its unimpaired subscribed capital, reserves and 
surpluses included in its ordinary capital resources would be exceeded. 
2. The amount of any equity investment shall not normally exceed such 
percentage of the equity capital of the enterprise concerned as shall be determined, 
by a general rule, to be appropriate by the Board of Directors. The Bank shall not 
seek to obtain by such an investment a controlling interest in the enterprise 
concerned and shall not exercise such control or assume direct responsibility for 
managing any enterprise in which it has an investment, except in the event of actual 
or threatened default on any of its investments, actual or threatened insolvency of the 
enterprise in which such investment shall have been made, or other situations which,

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 11 
FOR RECONSTRUCTION AND DEVELOPMENT 
in the opinion of the Bank, threaten to jeopardize such investment, in which case the 
Bank may take such action and exercise such rights as it may deem necessary for the 
protection of its interests. 
3. The amount of the Bank’s disbursed equity investments shall not at any time 
exceed an amount corresponding to its total unimpaired paid-in subscribed capital, 
surpluses and general reserve. 
4. The Bank shall not issue guarantees for export credits nor undertake 
insurance activities. 
Article 13 
OPERATING PRINCIPLES 
The Bank shall operate in accordance with the following principles: 
(i) the Bank shall apply sound banking principles to all its operations; 
(ii) the operations of the Bank shall provide for the financing of specific 
projects, whether individual or in the context of specific investment programmes, 
and for technical assistance, designed to fulfil its purpose and functions as set out in 
Articles 1 and 2 of this Agreement; 
(iii) the Bank shall not finance any undertaking in the territory of a 
member if that member objects to such financing; 
(iv) the Bank shall not allow a disproportionate amount of its resources to 
be used for the benefit of any member; 
(v) the Bank shall seek to maintain reasonable diversification in all its 
investments; 
(vi) before a loan, guarantee or equity investment is granted, the applicant 
shall have submitted an adequate proposal and the President of the Bank shall have 
presented to the Board of Directors a written report regarding the proposal, together 
with recommendations, on the basis of a staff study; 
(vii) the Bank shall not undertake any financing, or provide any facilities, 
when the applicant is able to obtain sufficient financing or facilities elsewhere on 
terms and conditions that the Bank considers reasonable; 
(viii) in providing or guaranteeing financing, the Bank shall pay due regard 
to the prospect that the borrower and its guarantor, if any, will be in a position to 
meet their obligations under the financing contract; 
(ix) in case of a direct loan made by the Bank, the borrower shall be 
permitted by the Bank to draw its funds only to meet expenditure as it is actually 
incurred;
(x) the Bank shall seek to revolve its funds by selling its investments to 
private investors whenever it can appropriately do so on satisfactory terms; 
(xi) in its investments in individual enterprises, the Bank shall undertake 
its financing on terms and conditions which it considers appropriate, taking into 
account the requirements of the enterprise, the risks being undertaken by the Bank, 
and the terms and conditions normally obtained by private investors for similar 
financing; 
(xii) the Bank shall place no restriction upon the procurement of goods and

12 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
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services from any country from the proceeds of any loan, investment or other 
financing undertaken in the ordinary or special operations of the Bank, and shall, in 
all appropriate cases, make its loans and other operations conditional on 
international invitations to tender being arranged; and 
(xiii) the Bank shall take the necessary measures to ensure that the proceeds 
of any loan made, guaranteed or participated in by the Bank, or any equity 
investment, are used only for the purposes for which the loan or the equity 
investment was granted and with due attention to considerations of economy and 
efficiency. 
Article 14 
TERMS AND CONDITIONS FOR LOANS AND GUARANTEES 
1. In the case of loans made, participated in, or guaranteed by the Bank, the 
contract shall establish the terms and conditions for the loan or the guarantee 
concerned, including those relating to payment of principal, interest and other fees, 
charges, maturities and dates of payment in respect of the loan or the guarantee, 
respectively. In setting such terms and conditions, the Bank shall take fully into 
account the need to safeguard its income. 
2. Where the recipient of loans or guarantees of loans is not itself a member, 
but is a state-owned enterprise, the Bank may, when it appears desirable, bearing in 
mind the different approaches appropriate to public and state-owned enterprises in 
transition to private ownership and control, require the member or members in 
whose territory the project concerned is to be carried out, or a public agency or any 
instrumentality of such member or members acceptable to the Bank, to guarantee the 
repayment of the principal and the payment of interest and other fees and charges of 
the loan in accordance with the terms thereof. The Board of Directors shall review 
annually the Bank’s practice in this matter, paying due attention to the Bank’s 
creditworthiness. 
3. The loan or guarantee contract shall expressly state the currency or 
currencies, or ECU, in which all payments to the Bank thereunder shall be made. 
Article 15 
COMMISSION AND FEES 
1. The Bank shall charge, in addition to interest, a commission on loans made 
or participated in as part of its ordinary operations. The terms and conditions of this 
commission shall be determined by the Board of Directors. 
2. In guaranteeing a loan as part of its ordinary operations, or in underwriting 
the sale of securities, the Bank shall charge fees, payable at rates and times 
determined by the Board of Directors, to provide suitable compensation for its risks. 
3. The Board of Directors may determine any other charges of the Bank in its 
ordinary operations and any commission, fees or other charges in its special 
operations.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 13 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 16 
SPECIAL RESERVE 
1. The amount of commissions and fees received by the Bank pursuant to 
Article 15 of this Agreement shall be set aside as a special reserve which shall be 
kept for meeting the losses of the Bank in accordance with Article 17 of this 
Agreement. The special reserve shall be held in such liquid form as the Bank may 
decide. 
2. If the Board of Directors determines that the size of the special reserve is 
adequate, it may decide that all or part of the said commission or fees shall 
henceforth form part of the income of the Bank. 
Article 17 
METHODS OF MEETING THE LOSSES OF THE BANK 
1. In the Bank’s ordinary operations, in cases of arrears or default on loans 
made, participated in, or guaranteed by the Bank, and in cases of losses on 
underwriting and in equity investment, the Bank shall take such action as it deems 
appropriate. The Bank shall maintain appropriate provisions against possible losses. 
2. Losses arising in the Bank’s ordinary operations shall be charged: 
(i) first, to the provisions referred to in paragraph 1 of this Article; 
(ii) second, to net income; 
(iii) third, against the special reserve provided for in Article 16 of this 
Agreement; 
(iv) fourth, against its general reserve and surpluses; 
(v) fifth, against the unimpaired paid-in capital; and 
(vi) last, against an appropriate amount of the uncalled subscribed callable 
capital which shall be called in accordance with the provisions of paragraphs 4 and 5 
of Article 6 of this Agreement. 
Article 18 
SPECIAL FUNDS 
1. The Bank may accept the administration of Special Funds which are 
designed to serve the purpose and come within the functions of the Bank. The full 
cost of administering any such Special Fund shall be charged to that Special Fund. 
2. Special Funds accepted by the Bank may be used in any manner and on any 
terms and conditions consistent with the purpose and the functions of the Bank, with 
the other applicable provisions of this Agreement, and with the agreement or 
agreements relating to such Funds. 
3. The Bank shall adopt such rules and regulations as may be required for the 
establishment, administration and use of each Special Fund. Such rules and 
regulations shall be consistent with the provisions of this Agreement, except for 
those provisions expressly applicable only to ordinary operations of the Bank.

14 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 19 
SPECIAL FUNDS RESOURCES 
The term "Special Funds resources" shall refer to the resources of any Special 
Fund and shall include: 
(i) funds accepted by the Bank for inclusion in any Special Fund; 
(ii) funds repaid in respect of loans or guarantees, and the proceeds of 
equity investments, financed from the resources of any Special Fund which, under 
the rules and regulations governing that Special Fund, are received by such Special 
Fund; and 
(iii) income derived from investment of Special Funds resources. 
CHAPTER IV 
BORROWING AND OTHER MISCELLANEOUS POWERS 
Article 20 
GENERAL POWERS 
1. The Bank shall have, in addition to the powers specified elsewhere in this 
Agreement, the power to: 
(i) borrow funds in member countries or elsewhere, provided always that: 
(a) before making a sale of its obligations in the territory of a 
country, the Bank shall have obtained its approval; and 
(b) where the obligations of the Bank are to be denominated in the 
currency of a member, the Bank shall have obtained its approval; 
(ii) invest or deposit funds not needed in its operations; 
(iii) buy and sell securities, in the secondary market, which the Bank has 
issued or guaranteed or in which it has invested; 
(iv) guarantee securities in which it has invested in order to facilitate their 
sale; 
(v) underwrite, or participate in the underwriting of, securities issued by 
any enterprise for purposes consistent with the purpose and functions of the Bank; 
(vi) provide technical advice and assistance which serve its purpose and 
come within its functions; 
(vii) exercise such other powers and adopt such rules and regulations as 
may be necessary or appropriate in furtherance of its purpose and functions, 
consistent with the provisions of this Agreement; and 
(viii) conclude agreements of cooperation with any public or private entity 
or entities. 
2. Every security issued or guaranteed by the Bank shall bear on its face a 
conspicuous statement to the effect that it is not an obligation of any Government, or 
member, unless it is in fact the obligation of a particular Government or member, in 
which case it shall so state.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 15 
FOR RECONSTRUCTION AND DEVELOPMENT 
CHAPTER V 
CURRENCIES 
Article 21 
DETERMINATION AND USE OF CURRENCIES 
1. Whenever it shall become necessary under this Agreement to determine 
whether any currency is fully convertible for the purposes of this Agreement, such 
determination shall be made by the Bank, taking into account the paramount need to 
preserve its own financial interests, after consultation, if necessary, with the 
International Monetary Fund. 
2. Members shall not impose any restrictions on the receipt, holding, use or 
transfer by the Bank of the following: 
(i) currencies or ECU received by the Bank in payment of subscriptions 
to its capital stock, in accordance with Article 6 of this Agreement; 
(ii) currencies obtained by the Bank by borrowing; 
(iii) currencies and other resources administered by the Bank as 
contributions to Special Funds; and 
(iv) currencies received by the Bank in payment on account of principal, 
interest, dividends or other charges in respect of loans or investments, or the 
proceeds of disposal of such investments made out of any of the funds referred to in 
sub-paragraphs (i) to (iii) of this paragraph, or in payment of commission, fees or 
other charges. 
CHAPTER VI 
ORGANIZATION AND MANAGEMENT 
Article 22 
STRUCTURE 
The Bank shall have a Board of Governors, a Board of Directors, a President, one 
or more Vice-Presidents and such other officers and staff as may be considered 
necessary. 
Article 23 
BOARD OF GOVERNORS: COMPOSITION 
1. Each member shall be represented on the Board of Governors and shall 
appoint one Governor and one Alternate. Each Governor and Alternate shall serve at 
the pleasure of the appointing member. No Alternate may vote except in the absence 
of his or her principal. At each of its annual meetings, the Board shall elect one of 
the Governors as Chairman who shall hold office until the election of the next 
Chairman. 
2. Governors and Alternates shall serve as such without remuneration from the 
Bank.

16 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 24 
BOARD OF GOVERNORS: POWERS 
1. All the powers of the Bank shall be vested in the Board of Governors. 
2. The Board of Governors may delegate to the Board of Directors any or all of 
its powers, except the power to: 
(i) admit new members and determine the conditions of their admission; 
(ii) increase or decrease the authorized capital stock of the Bank; 
(iii) suspend a member; 
(iv) decide appeals from interpretations or applications of this Agreement 
given by the Board of Directors; 
(v) authorize the conclusion of general agreements for co-operation with 
other international organizations; 
(vi) elect the Directors and the President of the Bank; 
(vii) determine the remuneration of the Directors and Alternate Directors 
and the salary and other terms of the contract of service of the President; 
(viii) approve, after reviewing the auditors’ report, the general balance 
sheet and the statement of profit and loss of the Bank; 
(ix) determine the reserves and the allocation and distribution of the net 
profits of the Bank; 
(x) amend this Agreement; 
(xi) decide to terminate the operations of the Bank and to distribute its 
assets; and 
(xii) exercise such other powers as are expressly assigned to the Board of 
Governors in this Agreement. 
3. The Board of Governors shall retain full power to exercise authority over 
any matter delegated or assigned to the Board of Directors under paragraph 2 of this 
Article, or elsewhere in this Agreement. 
Article 25 
BOARD OF GOVERNORS: PROCEDURE 
1. The Board of Governors shall hold an annual meeting and such other 
meetings as may be provided for by the Board or called by the Board of Directors. 
Meetings of the Board of Governors shall be called, by the Board of Directors, 
whenever requested by not less than five (5) members of the Bank or members 
holding not less than one quarter of the total voting power of the members. 
2. Two-thirds of the Governors shall constitute a quorum for any meeting of 
the Board of Governors, provided such majority represents not less than two-thirds 
of the total voting power of the members. 
3. The Board of Governors may by regulation establish a procedure whereby 
the Board of Directors may, when the latter deems such action advisable, obtain a 
vote of the Governors on a specific question without calling a meeting of the Board 
of Governors.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 17 
FOR RECONSTRUCTION AND DEVELOPMENT 
4. The Board of Governors, and the Board of Directors to the extent 
authorized, may adopt such rules and regulations and establish such subsidiary 
bodies as may be necessary or appropriate to conduct the business of the Bank. 
Article 26 
BOARD OF DIRECTORS: COMPOSITION 
1. The Board of Directors shall be composed of twenty-three (23) members 
who shall not be members of the Board of Governors, and of whom: 
(i) Eleven (11) shall be elected by the Governors representing Belgium, 
Denmark, France, the Federal Republic of Germany, Greece, Ireland, Italy, 
Luxembourg, the Netherlands, Portugal, Spain, the United Kingdom, the European 
Economic Community and the European Investment Bank; and 
(ii) Twelve (12) shall be elected by the Governors representing other 
members, of whom: 
(a) four (4), by the Governors representing those countries listed in 
Annex A as Central and Eastern European countries eligible for assistance from the 
Bank; 
(b) four (4), by the Governors representing those countries listed in 
Annex A as other European countries; 
(c) four (4), by the Governors representing those countries listed in 
Annex A as non-European countries. 
Directors, as well as representing members whose Governors have elected them, 
may also represent members who assign their votes to them. 
2. Directors shall be persons of high competence in economic and financial 
matters and shall be elected in accordance with Annex B. 
3. The Board of Governors may increase or decrease the size, or revise the 
composition, of the Board of Directors, in order to take into account changes in the 
number of members of the Bank, by an affirmative vote of not less than two-thirds of 
the Governors, representing not less than three-fourths of the total voting power of 
the members. Without prejudice to the exercise of these powers for subsequent 
elections, the number and composition of the second Board of Directors shall be as 
set out in paragraph 1 of this Article. 
4. Each Director shall appoint an Alternate with full power to act for him or 
her when he or she is not present. Directors and Alternates shall be nationals of 
member countries. No member shall be represented by more than one Director. An 
Alternate may participate in meetings of the Board but may vote only when he or she 
is acting in place of his or her principal. 
5. Directors shall hold office for a term of three (3) years and may be reelected; 
provided that the first Board of Directors shall be elected by the Board of 
Governors at its inaugural meeting, and shall hold office until the next immediately 
following annual meeting of the Board of Governors or, if that Board shall so decide 
at that annual meeting, until its next subsequent annual meeting. They shall continue 
in office until their successors shall have been chosen and assumed office. If the 
office of a Director becomes vacant more than one hundred and eighty (180) days 
before the end of his or her term, a successor shall be chosen in accordance with 
Annex B, for the remainder of the term, by the Governors who elected the former

18 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
Director. A majority of the votes cast by such Governors shall be required for such 
election. If the office of a Director becomes vacant one hundred and eighty (180) 
days or less before the end of his or her term, a successor may similarly be chosen 
for the remainder of the term, by the votes cast by such Governors who elected the 
former Director, in which election a majority of the votes cast by such Governors 
shall be required. While the office remains vacant, the Alternate of the former 
Director shall exercise the powers of the latter, except that of appointing an 
Alternate. 
Article 27 
BOARD OF DIRECTORS: POWERS 
Without prejudice to the powers of the Board of Governors as provided in Article 
24 of this Agreement, the Board of Directors shall be responsible for the direction of 
the general operations of the Bank and, for this purpose, shall, in addition to the 
powers assigned to it expressly by this Agreement, exercise all the powers delegated 
to it by the Board of Governors, and in particular: 
(i) prepare the work of the Board of Governors; 
(ii) in conformity with the general directions of the Board of Governors, 
establish policies and take decisions concerning loans, guarantees, investments in 
equity capital, borrowing by the Bank, the furnishing of technical assistance, and 
other operations of the Bank; 
(iii) submit the audited accounts for each financial year for approval of the 
Board of Governors at each annual meeting; and 
(iv) approve the budget of the Bank. 
Article 28 
BOARD OF DIRECTORS: PROCEDURE 
1. The Board of Directors shall normally function at the principal office of the 
Bank and shall meet as often as the business of the Bank may require. 
2. A majority of the Directors shall constitute a quorum for any meeting of the 
Board of Directors, provided such majority represents not less than two-thirds of the 
total voting power of the members. 
3. The Board of Governors shall adopt regulations under which, if there is no 
Director of its nationality, a member may send a representative to attend, without 
right to vote, any meeting of the Board of Directors when a matter particularly 
affecting that member is under consideration. 
Article 29 
VOTING 
1. The voting power of each member shall be equal to the number of its 
subscribed shares in the capital stock of the Bank. In the event of any member failing 
to pay any part of the amount due in respect of its obligations in relation to paid-in

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 19 
FOR RECONSTRUCTION AND DEVELOPMENT 
shares under Article 6 of this Agreement, such member shall be unable for so long as 
such failure continues to exercise that percentage of its voting power which 
corresponds to the percentage which the amount due but unpaid bears to the total 
amount of paid-in shares subscribed to by that member in the capital stock of the 
Bank. 
2. In voting in the Board of Governors, each Governor shall be entitled to cast 
the votes of the member he or she represents. Except as otherwise expressly 
provided in this Agreement, all matters before the Board of Governors shall be 
decided by a majority of the voting power of the members voting. 
3. In voting in the Board of Directors each Director shall be entitled to cast the 
number of votes to which the Governors who have elected him or her are entitled and 
those to which any Governors who have assigned their votes to him or her, pursuant 
to Section D of Annex B, are entitled. A Director representing more than one 
member may cast separately the votes of the members he or she represents. Except as 
otherwise expressly provided in this Agreement, and except for general policy 
decisions in which cases such policy decisions shall be taken by a majority of not 
less than two-thirds of the total voting power of the members voting, all matters 
before the Board of Directors shall be decided by a majority of the voting power of 
the members voting. 
Article 30 
THE PRESIDENT 
1. The Board of Governors, by a vote of a majority of the total number of 
Governors, representing not less than a majority of the total voting power of the 
members, shall elect a President of the Bank. The President, while holding office, 
shall not be a Governor or a Director or an Alternate for either. 
2. The term of office of the President shall be four (4) years. He or she may be 
re-elected. He or she shall, however, cease to hold office when the Board of 
Governors so decides by an affirmative vote of not less than two-thirds of the 
Governors, representing not less than two-thirds of the total voting power of the 
members. If the office of the President for any reason becomes vacant, the Board of 
Governors, in accordance with the provisions of paragraph 1 of this Article, shall 
elect a successor for up to four (4) years. 
3. The President shall not vote, except that he or she may cast a deciding vote 
in case of an equal division. He or she may participate in meetings of the Board of 
Governors and shall chair the meetings of the Board of Directors. 
4. The President shall be the legal representative of the Bank. 
5. The President shall be chief of the staff of the Bank. He or she shall be 
responsible for the organisation, appointment and dismissal of the officers and staff 
in accordance with regulations to be adopted by the Board of Directors. In 
appointing officers and staff, he or she shall, subject to the paramount importance of 
efficiency and technical competence, pay due regard to recruitment on a wide 
geographical basis among members of the Bank. 
6. The President shall conduct, under the direction of the Board of Directors, 
the current business of the Bank.

20 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 31 
VICE PRESIDENT (S) 
1. One or more Vice-Presidents shall be appointed by the Board of Directors 
on the recommendation of the President. A Vice-President shall hold office for such 
term, exercise such authority and perform such functions in the administration of the 
Bank, as may be determined by the Board of Directors. In the absence or incapacity 
of the President, a Vice-President shall exercise the authority and perform the 
functions of the President. 
2. A Vice-President may participate in meetings of the Board of Directors but 
shall have no vote at such meetings, except that he or she may cast the deciding vote 
when acting in place of the President.
Article 32 
INTERNATIONAL CHARACTER OF THE BANK 
1. The Bank shall not accept Special Funds or other loans or assistance that 
may in any way prejudice, deflect or otherwise alter its purpose or functions. 
2. The Bank, its President, Vice-President(s), officers and staff shall in their 
decisions take into account only considerations relevant to the Bank’s purpose, 
functions and operations, as set out in this Agreement. Such considerations shall be 
weighed impartially in order to achieve and carry out the purpose and functions of 
the Bank. 
3. The President, Vice-President(s), officers and staff of the Bank, in the 
discharge of their offices, shall owe their duty entirely to the Bank and to no other 
authority. Each member of the Bank shall respect the international character of this 
duty and shall refrain from all attempts to influence any of them in the discharge of 
their duties. 
Article 33 
LOCATION OF OFFICES 
1. The principal office of the Bank shall be located in London. 
2. The Bank may establish agencies or branch offices in the territory of any 
member of the Bank. 
Article 34 
DEPOSITORIES AND CHANNELS OF COMMUNICATION 
1. Each member shall designate its central bank, or such other institution as 
may be agreed upon with the Bank, as a depository for all the Bank’s holdings of its 
currency as well as other assets of the Bank. 
2. Each member shall designate an appropriate official entity with which the 
Bank may communicate in connection with any matter arising under this Agreement.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 21 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 35 
PUBLICATION OF REPORTS AND PROVISION OF INFORMATION 
1. The Bank shall publish an annual report containing an audited statement of 
its accounts and shall circulate to members at intervals of three (3) months or less a 
summary statement of its financial position and a profit and loss statement showing 
the results of its operations. The financial accounts shall be kept in ECU. 
2. The Bank shall report annually on the environmental impact of its activities 
and may publish such other reports as it deems desirable to advance its purpose. 
3. Copies of all reports, statements and publications made under this Article 
shall be distributed to members. 
Article 36 
ALLOCATION AND DISTRIBUTION OF NET INCOME 
1. The Board of Governors shall determine at least annually what part of the 
Bank’s net income, after making provision for reserves and, if necessary, against 
possible losses under paragraph 1 of Article 17 of this Agreement, shall be allocated 
to surplus or other purposes and what part, if any, shall be distributed. Any such 
decision on the allocation of the Bank’s net income to other purposes shall be taken 
by a majority of not less than two-thirds of the Governors, representing not less than 
two-thirds of the total voting power of the members. No such allocation, and no 
distribution, shall be made until the general reserve amounts to at least ten (10) per 
cent of the authorized capital stock. 
2. Any distribution referred to in the preceding paragraph shall be made in 
proportion to the number of paid-in shares held by each member; provided that in 
calculating such number account shall be taken only of payments received in cash 
and promissory notes encashed in respect of such shares on or before the end of the 
relevant financial year. 
3. Payments to each member shall be made in such manner as the Board of 
Governors shall determine. Such payments and their use by the receiving country 
shall be without restriction by any member. 
CHAPTER VII 
WITHDRAWAL AND SUSPENSION OF MEMBERSHIP: 
TEMPORARY SUSPENSION AND TERMINATION OF OPERATIONS 
Article 37 
RIGHT OF MEMBERS TO WITHDRAW 
1. Any member may withdraw from the Bank at any time by transmitting a 
notice in writing to the Bank at its principal office. 
2. Withdrawal by a member shall become effective, and its membership shall 
cease, on the date specified in its notice but in no event less than six (6) months after 
such notice is received by the Bank. However, at any time before the withdrawal 
becomes finally effective, the member may notify the Bank in writing of the

22 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
cancellation of its notice of intention to withdraw. 
Article 38 
SUSPENSION OF MEMBERSHIP 
1. If a member fails to fulfil any of its obligations to the Bank, the Bank may 
suspend its membership by decision of a majority of not less than two-thirds of the 
Governors, representing not less than two-thirds of the total voting power of the 
members. The member so suspended shall automatically cease to be a member one 
year from the date of its suspension unless a decision is taken by not less than the 
same majority to restore the member to good standing. 
2. While under suspension, a member shall not be entitled to exercise any 
rights under this Agreement, except the right of withdrawal, but shall remain subject 
to all its obligations. 
Article 39 
SETTLEMENT OF ACCOUNTS WITH FORMER MEMBERS 
1. After the date on which a member ceases to be a member, such former 
member shall remain liable for its direct obligations to the Bank and for its 
contingent liabilities to the Bank so long as any part of the loans, equity investments 
or guarantees contracted before it ceased to be a member are outstanding; but it shall 
cease to incur such liabilities with respect to loans, equity investments and 
guarantees entered into thereafter by the Bank and to share either in the income or 
the expenses of the Bank. 
2. At the time a member ceases to be a member, the Bank shall arrange for the 
repurchase of such former member’s shares as a part of the settlement of accounts 
with such former member in accordance with the provisions of this Article. For this 
purpose, the repurchase price of the shares shall be the value shown by the books of 
the Bank on the date of cessation of membership, with the original purchase price of 
each share being its maximum value. 
3.The payment for shares repurchased by the Bank under this Article shall be 
governed by the following conditions: 
(i) any amount due to the former member for its shares shall be withheld 
so long as the former member, its central bank or any of its agencies or 
instrumentalities remains liable, as borrower or guarantor, to the Bank and such 
amount may, at the option of the Bank, be applied on any such liability as it matures. 
No amount shall be withheld on account of the liability of the former member 
resulting from its subscription for shares in accordance with paragraphs 4, 5 and 7 of 
Article 6 of this Agreement. In any event, no amount due to a member for its shares 
shall be paid until six (6) months after the date upon which the member ceases to be 
a member; 
(ii) payments for shares may be made from time to time, upon their 
surrender by the former member, to the extent by which the amount due as the 
repurchase price in accordance with paragraph 2 of this Article exceeds the 
aggregate amount of liabilities on loans, equity investments and guarantees in subparagraph 
(i) of this paragraph until the former member has received the full 
repurchase price;

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 23 
FOR RECONSTRUCTION AND DEVELOPMENT 
(iii) payments shall be made on such conditions and in such fully 
convertible currencies, or ECU, and on such dates, as the Bank determines; and 
(iv) if losses are sustained by the Bank on any guarantees, participations in 
loans, or loans which were outstanding on the date when the member ceased to be a 
member, or if a net loss is sustained by the Bank on equity investments held by it on 
such date, and the amount of such losses exceeds the amount of the reserves 
provided against losses on the date when the member ceased to be a member, such 
former member shall repay, upon demand, the amount by which the repurchase price 
of its shares would have been reduced if the losses had been taken into account when 
the repurchase price was determined. In addition, the former member shall remain 
liable on any call for unpaid subscriptions under paragraph 4 of Article 6 of this 
Agreement, to the extent that it would have been required to respond if the 
impairment of capital had occurred and the call had been made at the time the 
repurchase price of its shares was determined. 
4. If the Bank terminates its operations pursuant to Article 41 of this 
Agreement within six (6) months of the date upon which any member ceases to be a 
member, all rights of such former member shall be determined in accordance with 
the provisions of Articles 41 to 43 of this Agreement. 
Article 40 
TEMPORARY SUSPENSION OF OPERATIONS 
In an emergency, the Board of Directors may suspend temporarily operations in 
respect of new loans, guarantees, underwriting, technical assistance and equity 
investments pending an opportunity for further consideration and action by the 
Board of Governors. 
Article 41 
TERMINATION OF OPERATIONS 
The Bank may terminate its operations by the affirmative vote of not less than 
two-thirds of the Governors, representing not less than three-fourths of the total 
voting power of the members. Upon such termination of operations the Bank shall 
forthwith cease all activities, except those incident to the orderly realization, 
conservation and preservation of its assets and settlement of its obligations. 
Article 42 
LIABILITY OF MEMBERS AND PAYMENT OF CLAIMS 
1. In the event of termination of the operations of the Bank, the liability of all 
members for uncalled subscriptions to the capital stock of the Bank shall continue 
until all claims of creditors, including all contingent claims, shall have been 
discharged. 
2. Creditors on ordinary operations holding direct claims shall be paid first out 
of the assets of the Bank, secondly out of the payments to be made to the Bank in 
respect of unpaid paid-in shares, and then out of payments to be made to the Bank in 
respect of callable capital stock. Before making any payments to creditors holding

24 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
direct claims, the Board of Directors shall make such arrangements as are necessary, 
in its judgment, to ensure a pro rata distribution among holders of direct and holders 
of contingent claims. 
Article 43 
DISTRIBUTION OF ASSETS 
1. No distribution under this Chapter shall be made to members on account of 
their subscriptions to the capital stock of the Bank until: 
(i) all liabilities to creditors have been discharged or provided for; and 
(ii) the Board of Governors has decided by a vote of not less than twothirds 
of the Governors, representing not less than three-fourths of the total voting 
power of the members, to make a distribution. 
2. Any distribution of the assets of the Bank to the members shall be in 
proportion to the capital stock held by each member and shall be effected at such 
times and under such conditions as the Bank shall deem fair and equitable. The 
shares of assets distributed need not be uniform as to type of assets. No member 
shall be entitled to receive its share in such a distribution of assets until it has settled 
all of its obligations to the Bank. 
3. Any member receiving assets distributed pursuant to this Article shall enjoy 
the same rights with respect to such assets as the Bank enjoyed prior to their 
distribution. 
CHAPTER VIII 
STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS 
Article 44 
PURPOSES OF CHAPTER 
To enable the Bank to fulfil its purpose and the functions with which it is 
entrusted, the status, immunities, privileges and exemptions set forth in this Chapter 
shall be accorded to the Bank in the territory of each member country. 
Article 45 
STATUS OF THE BANK 
The Bank shall possess full legal personality and, in particular, the full legal 
capacity:
(i) to contract; 
(ii) to acquire, and dispose of, immovable and movable property; and 
(iii) to institute legal proceedings.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 25 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 46 
POSITION OF THE BANK WITH REGARD TO JUDICIAL PROCESS 
Actions may be brought against the Bank only in a court of competent jurisdiction 
in the territory of a country in which the Bank has an office, has appointed an agent 
for the purpose of accepting service or notice of process, or has issued or guaranteed 
securities. No actions shall, however, be brought by members or persons acting for 
or deriving claims from members. The property and assets of the Bank shall, 
wheresoever located and by whomsoever held, be immune from all forms of seizure, 
attachment or execution before the delivery of final judgment against the Bank. 
Article 47 
IMMUNITY OF ASSETS FROM SEIZURE 
Property and assets of the Bank, wheresoever located and by whomsoever held, 
shall be immune from search, requisition, confiscation, expropriation or any other 
form of taking or foreclosure by executive or legislative action. 
Article 48 
IMMUNITY OF ARCHIVES 
The archives of the Bank, and in general all documents belonging to it or held by 
it, shall be inviolable. 
Article 49 
FREEDOM OF ASSETS FROM RESTRICTIONS 
To the extent necessary to carry out the purpose and functions of the Bank and 
subject to the provisions of this Agreement, all property and assets of the Bank shall 
be free from restrictions, regulations, controls and moratoria of any nature. 
Article 50 
PRIVILEGE FOR COMMUNICATIONS 
The official communications of the Bank shall be accorded by each member the 
same treatment that it accords to the official communications of any other member. 
Article 51 
IMMUNITIES OF OFFICERS AND EMPLOYEES 
All Governors, Directors, Alternates, officers and employees of the Bank and 
experts performing missions for the Bank shall be immune from legal process with 
respect to acts performed by them in their official capacity, except when the Bank

26 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
waives this immunity, and shall enjoy inviolability of all their official papers and 
documents. This immunity shall not apply, however, to civil liability in the case of 
damage arising from a road traffic accident caused by any such Governor Director, 
Alternate, officer, employee or expert. 
Article 52 
PRIVILEGES OF OFFICERS AND EMPLOYEES 
1. All Governors, Directors, Alternates, officers and employees of the Bank 
and experts of the Bank performing missions for the Bank: 
(i) not being local nationals, shall be accorded the same immunities from 
immigration restrictions, alien registration requirements and national service 
obligations, and the same facilities as regards exchange regulations, as are accorded 
by members to the representatives, officials, and employees of comparable rank of 
other members; and 
(ii) shall be granted the same treatment in respect of travelling facilities as 
is accorded by members to representatives, officials and employees of comparable 
rank of other members. 
2. The spouses and immediate dependants of those Directors, Alternate 
Directors, officers, employees and experts of the Bank who are resident in the 
country in which the principal office of the Bank is located shall be accorded 
opportunity to take employment in that country. The spouses and immediate 
dependants of those Directors, Alternate Directors, officers, employees and experts 
of the Bank who are resident in a country in which any agency or branch office of 
the Bank is located should, wherever possible, in accordance with the national law of 
that country, be accorded similar opportunity in that country. The Bank shall 
negotiate specific agreements implementing the provisions of this paragraph with the 
country in which the principal office of the Bank is located and, as appropriate, with 
the other countries concerned. 
Article 53 
EXEMPTION FROM TAXATION 
1. Within the scope of its official activities the Bank, its assets, property, and 
income shall be exempt from all direct taxes. 
2. When purchases or services of substantial value and necessary for the 
exercise of the official activities of the Bank are made or used by the Bank and when 
the price of such purchases or services includes taxes or duties, the member that has 
levied the taxes or duties shall, if they are identifiable, take appropriate measures to 
grant exemption from such taxes or duties or to provide for their reimbursement. 
3. Goods imported by the Bank and necessary for the exercise of its official 
activities shall be exempt from all import duties and taxes, and from all import 
prohibitions and restrictions. Similarly goods exported by the Bank and necessary 
for the exercise of its official activities shall be exempt from all export duties and 
taxes, and from all export prohibitions and restrictions. 
4. Goods acquired or imported and exempted under this Article shall not be 
sold, hired out, lent or given away against payment or free of charge, except in

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 27 
FOR RECONSTRUCTION AND DEVELOPMENT 
accordance with conditions laid down by the members which have granted 
exemptions or reimbursements. 
5. The provisions of this Article shall not apply to taxes or duties which are no 
more than charges for public utility services. 
6. Directors, Alternate Directors, officers and employees of the Bank shall be 
subject to an internal effective tax for the benefit of the Bank on salaries and 
emoluments paid by the Bank, subject to conditions to be laid down and rules to be 
adopted by the Board of Governors within a period of one year from the date of entry 
into force of this Agreement. From the date on which this tax is applied, such 
salaries and emoluments shall be exempt from national income tax. The members 
may, however, take into account the salaries and emoluments thus exempt when 
assessing the amount of tax to be applied to income from other sources. 
7. Notwithstanding the provisions of paragraph 6 of this Article, a member 
may deposit, with its instrument of ratification, acceptance or approval, a declaration 
that such member retains for itself, its political subdivisions or its local authorities 
the right to tax salaries and emoluments paid by the Bank to citizens or nationals of 
such member. The Bank shall be exempt from any obligation for the payment, 
withholding or collection of such taxes. The Bank shall not make any reimbursement 
for such taxes. 
8. Paragraph 6 of this Article shall not apply to pensions and annuities paid by 
the Bank. 
9. No tax of any kind shall be levied on any obligation or security issued by the 
Bank, including any dividend or interest thereon, by whomsoever held: 
(i) which discriminates against such obligation or security solely because 
it is issued by the Bank, or 
(ii) if the sole jurisdictional basis for such taxation is the place or 
currency in which it is issued, made payable or paid, or the location of any office or 
place of business maintained by the Bank. 
10. No tax of any kind shall be levied on any obligation or security guaranteed 
by the Bank, including any dividend or interest thereon, by whomsoever held: 
(i) which discriminates against such obligation or security solely because 
it is guaranteed by the Bank, or 
(ii) if the sole jurisdictional basis for such taxation is the location of any 
office or place of business maintained by the Bank. 
Article 54 
IMPLEMENTATION OF CHAPTER 
Each member shall promptly take such action as is necessary for the purpose of 
implementing the provisions of this Chapter and shall inform the Bank of the 
detailed action which it has taken.

28 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 55 
WAIVER OF IMMUNITIES, PRIVILEGES AND EXEMPTIONS 
The immunities, privileges and exemptions conferred under this Chapter are 
granted in the interest of the Bank. The Board of Directors may waive to such extent 
and upon such conditions as it may determine any of the immunities, privileges and 
exemptions conferred under this Chapter in cases where such action would, in its 
opinion, be appropriate in the best interests of the Bank. The President shall have the 
right and the duty to waive any immunity, privilege or exemption in respect of any 
officer, employee or expert of the Bank, other than the President or a Vice-President, 
where, in his or her opinion, the immunity, privilege or exemption would impede the 
course of justice and can be waived without prejudice to the interests of the Bank. In 
similar circumstances and under the same conditions, the Board of Directors shall 
have the right and the duty to waive any immunity, privilege or exemption in respect 
of the President and each Vice President. 
CHAPTER IX 
AMENDMENTS, INTERPRETATION, ARBITRATION 
Article 56 
AMENDMENTS 
1. Any proposal to amend this Agreement, whether emanating from a member, 
a Governor or the Board of Directors, shall be communicated to the Chairman of the 
Board of Governors who shall bring the proposal before that Board. If the proposed 
amendment is approved by the Board the Bank shall, by any rapid means of 
communication, ask all members whether they accept the proposed amendment. 
When not less than three-fourths of the members (including at least two countries 
from Central and Eastern Europe listed in Annex A), having not less than four-fifths 
of the total voting power of the members, have accepted the proposed amendment, 
the Bank shall certify that fact by formal communication addressed to all members. 
2. Notwithstanding paragraph 1 of this Article: 
(i) acceptance by all members shall be required in the case of any 
amendment modifying; 
(a) the right to withdraw from the Bank; 
(b) the rights pertaining to purchase of capital stock provided for in 
paragraph 3 of Article 5 of this Agreement; 
(c) the limitations on liability provided for in paragraph 7 of 
Article 5 of this Agreement; and 
(d) the purpose and functions of the Bank defined by Articles 1 and 
2 of this Agreement; 
(ii) acceptance by not less than three-fourths of the members having not 
less than eighty-five (85) percent of the total voting power of the members shall be 
required in the case of any amendment modifying paragraph 4 of Article 8 of this 
Agreement. 
When the requirements for accepting any such proposed amendment have been

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 29 
FOR RECONSTRUCTION AND DEVELOPMENT 
met, the Bank shall certify that fact by formal communication addressed to all 
members. 
3. Amendments shall enter into force for all members three (3) months after the 
date of the formal communication provided for in paragraphs 1 and 2 of this Article 
unless the Board of Governors specifies a different period. 
Article 57 
INTERPRETATION AND APPLICATION 
1. Any question of interpretation or application of the provisions of this 
Agreement arising between any member and the Bank, or between any members of 
the Bank, shall be submitted to the Board of Directors for its decision. If there is no 
Director of its nationality in that Board, a member particularly affected by the 
question under consideration shall be entitled to direct representation in the meeting 
of the Board of Directors during such consideration. The representative of such 
member shall, however, have no vote. Such right of representation shall be regulated 
by the Board of Governors. 
2. In any case where the Board of Directors has given a decision under 
paragraph 1 of this Article, any member may require that the question be referred to 
the Board of Governors, whose decision shall be final. Pending the decision of the 
Board of Governors, the Bank may, so far as it deems it necessary, act on the basis of 
the decision of the Board of Directors. 
Article 58 
ARBITRATION 
If a disagreement should arise between the Bank and a member which has ceased 
to be a member, or between the Bank and any member after adoption of a decision to 
terminate the operations of the Bank, such disagreement shall be submitted to 
arbitration by a tribunal of three (3) arbitrators, one appointed by the Bank, another 
by the member or former member concerned, and the third, unless the parties 
otherwise agree, by the President of the International Court of Justice or such other 
authority as may have been prescribed by regulations adopted by the Board of 
Governors. A majority vote of the arbitrators shall be sufficient to reach a decision 
which shall be final and binding upon the parties. The third arbitrator shall have full 
power to settle all questions of procedure in any case where the parties are in 
disagreement with respect thereto. 
Article 59 
APPROVAL DEEMED GIVEN 
Whenever the approval or the acceptance of any member is required before any act 
may be done by the Bank, except under Article 56 of this Agreement, approval or 
acceptance shall be deemed to have been given unless the member presents an 
objection within such reasonable period as the Bank may fix in notifying the member 
of the proposed act.

30 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
CHAPTER X 
FINAL PROVISIONS 
Article 60 
SIGNATURE AND DEPOSIT 
1. This Agreement, deposited with the Government of the French Republic 
(hereinafter called "the Depository"), shall remain open until 31 December 1990 for 
signature by the prospective members whose names are set forth in Annex A to this 
Agreement. 
2. The Depository shall communicate certified copies of this Agreement to all 
the Signatories. 
Article 61 
RATIFICATION, ACCEPTANCE OR APPROVAL 
1. The Agreement shall be subject to ratification, acceptance or approval by the 
Signatories. Instruments of ratification, acceptance or approval shall, subject to 
paragraph 2 of this Article, be deposited with the Depository not later than 31 March 
1991. The Depository shall duly notify the other Signatories of each deposit and the 
date thereof. 
2. Any Signatory may become a party to this Agreement by depositing an 
instrument of ratification, acceptance or approval until one year after the date of its 
entry into force or, if necessary, until such later date as may be decided by a majority 
of Governors, representing a majority of the total voting power of the members. 
3. A Signatory whose instrument referred to in paragraph 1 of this Article is 
deposited before the date on which this Agreement enters into force shall become a 
member of the Bank on that date. Any other Signatory which complies with the 
provisions of the preceding paragraph shall become a member of the Bank on the 
date on which its instrument of ratification, acceptance or approval is deposited. 
Article 62 
ENTRY INTO FORCE 
1. This Agreement shall enter into force when instruments of ratification, 
acceptance or approval have been deposited by Signatories whose initial 
subscriptions represent not less than two thirds of the total subscriptions set forth in 
Annex A including at least two countries from Central and Eastern Europe listed in 
Annex A. 
2. If this Agreement has not entered into force by 31 March 1991, the 
Depository may convene a conference of interested prospective members to 
determine the future course of action and decide a new date by which instruments of 
ratification, acceptance or approval shall be deposited.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 31 
FOR RECONSTRUCTION AND DEVELOPMENT 
Article 63 
INAUGURAL MEETING AND COMMENCEMENT OF OPERATIONS 
1. As soon as this Agreement enters into force under Article 62 of this 
Agreement, each member shall appoint a Governor. The Depository shall call the 
first meeting of the Board of Governors within sixty (60) days of entry into force of 
this Agreement under Article 62 or as soon as possible thereafter. 
2. At its first meeting, the Board of Governors: 
(i) shall elect the President; 
(ii) shall elect the Directors of the Bank in accordance with Article 26 of 
this Agreement; 
(iii) shall make arrangements for determining the date of the 
commencement of the Bank’s operations; and 
(iv) shall make such other arrangements as appear to it necessary to 
prepare for the commencement of the Bank’s operations. 
3. The Bank shall notify its members of the date of commencement of its 
operations. 
Done at Paris on 29 May 1990 in a single original, whose English, French, 
German and Russian texts are equally authentic, which shall be deposited in the 
archives of the Depository which shall transmit a duly certified copy to each of the 
other prospective members whose names are set forth in Annex A. 

32 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
ANNEX A 
INITIAL SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK 
FOR PROSPECTIVE MEMBERS WHICH MAY BECOME MEMBERS 
IN ACCORDANCE WITH ARTICLE 61 
NUMBER CAPITAL 
OF SHARES SUBSCRIPTION 
(in million Ecus) 
A - European Communities 
a) 
Belgium 22 800 228.00 
Denmark 12 000 120.00 
France 85 175 851.75 
Germany, Federal Republic of 85 175 851.75 
Greece 6 500 65.00 
Ireland 3 000 30.00 
Italy 85 175 851.75 
Luxembourg 2 000 20.00 
Netherlands 24 800 248.00 
Portugal 4 200 42.00 
Spain 34 000 340.00 
United Kingdom 85 175 851.75 
b) 
European Economic Community 30 000 300.00 
European Investment Bank 30 000 300.00 
B - Other European Countries 
Austria 22 800 228.00 
Cyprus 1 000 10.00 
Finland 12 500 125.00 
Iceland 1 000 10.00 
Israel 6 500 65.00 
Liechtenstein 200 2.00 
Malta 100 1.00 
Norway 12 500 125.00 
Sweden 22 800 228.00 
Switzerland 22 800 228.00 
Turkey 11 500 115.00 
C - Recipient countries 
Bulgaria 7 900 79.00 
Czechoslovakia 12 800 128.00 
German Democratic Republic 15 500 155.00 
Hungary 7 900 79.00 
Poland 12 800 128.00 
Romania 4 800 48.00 
Union of Soviet Socialist Republics 60 000 600.00 
Yugoslavia 12 800 128.00

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 33 
FOR RECONSTRUCTION AND DEVELOPMENT 
D - Non-European Countries 
Australia 10 000 100.00 
Canada 34 000 340.00 
Egypt 1 000 10.00 
Japan 85 175 851.75 
Korea, Republic of 6 500 65.00 
Mexico 3 000 30.00 
Morocco 1 000 10.00 
New Zealand 1 000 10.00 
United States of America 100 000 1000.00 
E - Non allocated shares 
TOTAL 125 1.25 
1 000 000 10000.00 
(*) Prospective members are listed under the above categories only for the purpose of this Agreement. 
Recipient countries are referred to elsewhere in this Agreement as Central and Eastern European 
countries. 
ANNEX B 
SECTION A - ELECTION OF DIRECTORS BY GOVERNORS REPRESENTING 
BELGIUM, DENMARK, FRANCE, THE FEDERAL REPUBLIC OF GERMANY, 
GREECE, IRELAND, ITALY, LUXEMBOURG, THE NETHERLANDS, PORTUGAL, 
SPAIN, THE UNITED KINGDOM, THE EUROPEAN ECONOMIC COMMUNITY 
AND THE EUROPEAN INVESTMENT BANK (HEREINAFTER 
REFERRED TO AS SECTION A GOVERNORS). 
1. The provisions set out below in this Section shall apply exclusively to this 
Section. 
2. Candidates for the office of Director shall be nominated by Section A 
Governors, provided that a Governor may nominate only one person. The election of 
Directors shall be by ballot of Section A Governors. 
3. Each Governor eligible to vote shall cast for one person all of the votes to 
which the member appointing him or her is entitled under paragraphs 1 and 2 of 
Article 29 of this Agreement. 
4. Subject to paragraph 10 of this Section, the 11 persons receiving the highest 
number of votes shall be Directors, except that no person who receives less than 4.5 
per cent of the total of the votes which can be cast (eligible votes) in Section A shall 
be considered elected. 
5. Subject to paragraph 10 of this Section, if 11 persons are not elected on the 
first ballot, a second ballot shall be held in which, unless there were no more than 11 
candidates, the person who received the lowest number of votes in the first ballot 
shall be ineligible for election and in which there shall vote only: 
(a) those Governors who voted in the first ballot for a person not elected; 
and 
(b) those Governors whose votes for a person elected are deemed under 
paragraphs 6 and 7 below of this Section to have raised the votes cast 
for that person above 5.5 per cent of the eligible votes. 
6. In determining whether the votes cast by a Governor are deemed to have 
raised the total votes cast for any person above 5.5 per cent of the eligible votes, the

34 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
5.5 per cent shall be deemed to include, first, the votes of the Governor casting the 
largest number of votes for such person, then the votes of the Governor casting the 
next largest number and so on, until 5.5 per cent is reached. 
7. Any Governor, part of whose votes must be counted in order to raise the 
total of votes cast for any person above 4.5 per cent shall be considered as casting all 
of his or her votes for such person, even if the total votes for such person thereby 
exceed 5.5 per cent and shall not be eligible to vote in a further ballot. 
8. Subject to paragraph 10 of this Section, if, after the second ballot, 11 
persons have not been elected, further ballots shall be held in conformity with the 
principles and procedures laid down in this Section, until 11 persons have been 
elected, provided that, if at any stage 10 persons are elected, notwithstanding the 
provisions of paragraph 4 of this Section, the 11th may be elected by a simple 
majority of the remaining votes cast. 
9. In the case of an increase or decrease in the number of Directors to be 
elected by Section A Governors, the minimum and maximum percentages specified 
in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted by the 
Board of Governors. 
10. So long as any Signatory, or group of Signatories, whose share of the total 
amount of capital subscriptions provided in Annex A is more than 2.4 per cent, has 
not deposited its instrument or their instruments of ratification, approval or 
acceptance, there shall be no election for one Director in respect of each such 
Signatory or group of Signatories. The Governor or Governors representing such a 
Signatory or group of Signatories shall elect a Director in respect of each Signatory 
or group of Signatories, immediately after the Signatory becomes a member or the 
group of Signatories become members. Such Director shall be deemed to have been 
elected by the Board of Governors at its inaugural meeting, in accordance with 
paragraph 3 of Article 26 of this Agreement, if he or she is elected during the period 
in which the first Board of Directors shall hold office. 
SECTION B - ELECTION OF DIRECTORS BY GOVERNORS REPRESENTING 
OTHER COUNTRIES. 
Section B (i) - Election of Directors by Governors representing those countries 
listed in Annex A as Central and Eastern European Countries (recipient countries) 
(hereinafter referred to as Section B (i) Governors). 
1. The provisions set out below in this Section shall apply exclusively to this 
Section. 
2. Candidates for the office of Director shall be nominated by Section B (i) 
Governors, provided that a Governor may nominate only one person. The election of 
Directors shall be by ballot of Section B (i) Governors. 
3. Each Governor eligible to vote shall cast for one person all of the votes to 
which the member appointing him or her is entitled under paragraphs 1 and 2 of 
Article 29 of this Agreement. 
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest 
number of votes shall be Directors, except that no person who receives less than 12 
per cent of the total of the votes which can be cast (eligible votes) in Section B (i) 
shall be considered elected. 
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the 
first ballot, a second ballot shall be held in which, unless there were no more than 4 
candidates, the person who received the lowest number of votes in the first ballot 
shall be ineligible for election and in which there shall vote only:

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 35 
FOR RECONSTRUCTION AND DEVELOPMENT 
(a) those Governors who voted in the first ballot for a person not elected; 
and 
(b) those Governors whose votes for a person elected are deemed under 
paragraphs 6 and 7 below of this Section to have raised the votes cast 
for that person above 13 per cent of the eligible votes. 
6. In determining whether the votes cast by a Governor are deemed to have 
raised the total votes cast for any person above 13 per cent of the eligible votes, the 
13 per cent shall be deemed to include, first, the votes of the Governor casting the 
largest number of votes for such person, then the votes of the Governor casting the 
next largest number and so on, until 13 per cent is reached. 
7. Any Governor, part of whose votes must be counted in order to raise the 
total of votes cast for any person above 12 per cent shall be considered as casting all 
of his or her votes for such person, even if the total votes for such person thereby 
exceed 13 per cent and shall not be eligible to vote in a further ballot. 
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons 
have not been elected, further ballots shall be held in conformity with the principles 
and procedures laid down in this Section, until 4 persons have been elected, provided 
that, if at any stage 3 persons are elected, notwithstanding the provisions of 
paragraph 4 of this Section, the 4th may be elected by a simple majority of the 
remaining votes cast. 
9. In the case of an increase or decrease in the number of Directors to be 
elected by Section B (i) Governors, the minimum and maximum percentages 
specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted 
by the Board of Governors. 
10. So long as any Signatory, or group of Signatories, whose share of the total 
amount of capital subscriptions provided in Annex A is more than 2.8 per cent, has 
not deposited its instrument or their instruments of ratification, approval or 
acceptance, there shall be no election for one Director in respect of each such 
Signatory or group of Signatories. The Governor or Governors representing such a 
Signatory or group of Signatories shall elect a Director in respect of each Signatory 
or group of Signatories, immediately after the Signatory becomes a member or the 
group of Signatories become members. Such Director shall be deemed to have been 
elected by the Board of Governors at its inaugural meeting, in accordance with 
paragraph 3 of Article 26 of this Agreement, if he or she is elected during the period 
in which the first Board of Directors shall hold office. 
Section B (ii) - Election of Directors by Governors representing those countries 
listed in Annex A as other European countries (hereinafter referred to as Section B 
(ii) Governors). 
1. The provisions set out below in this Section shall apply exclusively to this 
Section. 
2. Candidates for the office of Director shall be nominated by Section B (ii) 
Governors, provided that a Governor may nominate only one person. The election of 
Directors shall be by ballot of Section B (ii) Governors. 
3. Each Governor eligible to vote shall cast for one person all of the votes to 
which the member appointing him or her is entitled under paragraphs 1 and 2 of 
Article 29 of this Agreement. 
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest 
number of votes shall be Directors, except that no person who receives less than 20.5 
per cent of the votes which can be cast (eligible votes) in Section B (ii) shall be

36 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
considered elected. 
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the 
first ballot, a second ballot shall be held in which, unless there were no more than 4 
candidates, the person who received the lowest number of votes in the first ballot 
shall be ineligible for election and in which there shall vote only: 
(a) those Governors who voted in the first ballot for a person not elected; 
and 
(b) those Governors whose vote for a person elected are deemed under 
paragraphs 6 and 7 below of this Section to have raised the votes cast 
for that person above 21.5 per cent of the eligible votes. 
6. In determining whether the votes cast by a Governor are deemed to have 
raised the total votes cast for any person above 21.5 per cent of the eligible votes, the 
21.5 per cent shall be deemed to include, first, the votes of the Governor casting the 
largest number of votes for such person, then the votes of the Governor casting the 
next largest number and so on, until 21.5 per cent is reached. 
7. Any Governor, part of whose votes must be counted in order to raise the 
total of votes cast for any person above 20.5 per cent shall be considered as casting all 
of his or her votes for such person, even if the total votes for such person thereby 
exceed 21.5 per cent and shall not be eligible to vote in a further ballot. 
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons 
have not been elected, further ballots shall be held in conformity with the principles 
and procedures laid down in this Section, until 4 persons have been elected, provided 
that, if at any stage 3 persons are elected, notwithstanding the provisions of 
paragraph 4 of this Section, the 4th may be elected by a simple majority of the 
remaining votes cast. 
9. In the case of an increase or decrease in the number of Directors to be 
elected by Section B (ii) Governors, the minimum and maximum percentages 
specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted 
by the Board of Governors. 
10. So long as any Signatory, or group of Signatories, whose share of the total 
amount of capital subscriptions provided in Annex A is more than 2.8 per cent, has 
not deposited its instrument or their instruments of ratification, approval or 
acceptance, there shall be no election for one Director in respect of each such 
Signatory or group of Signatories. The Governor or Governors representing such a 
Signatory or group of Signatories shall elect a Director in respect of each Signatory 
or group of Signatories, immediately after the Signatory becomes a member or the 
group of Signatories become members. Such Director shall be deemed to have been 
elected by the Board of Governors at its inaugural meeting, in accordance with 
paragraph 3 of Article 26 of this Agreement, if he or she is elected during the period 
in which the first Board of Directors shall hold office. 
Section B(iii) - Election of Directors by Governors representing those countries 
listed in Annex A as Non-European Countries (hereinafter referred to as Section B 
(iii) Governors). 
1. The provisions set out below in this Section shall apply exclusively to this 
Section. 
2. Candidates for the office of Director shall be nominated by Section B (iii) 
Governors, provided that a Governor may nominate only one person. The election of 
Directors shall be by ballot of Section B (iii) Governors.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 37 
FOR RECONSTRUCTION AND DEVELOPMENT 
3. Each Governor eligible to vote shall cast for one person all of the votes to 
which the member appointing him or her is entitled under paragraphs 1 and 2 of 
Article 29 of this Agreement. 
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest 
number of votes shall be Directors, except that no person who receives less than 8 
per cent of the total of the votes which can be cast (eligible votes) in Section B (iii) 
shall be considered elected. 
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the 
first ballot, a second ballot shall be held in which, unless there were no more than 4 
candidates, the person who received the lowest number of votes in the first ballot 
shall be ineligible for election and in which there shall vote only: 
(a) those Governors who voted in the first ballot for a person not elected; 
and 
(b) those Governors whose votes for a person elected are deemed under 
paragraphs 6 and 7 below of this Section to have raised the votes cast 
for that person above 9 per cent of the eligible votes. 
6. In determining whether the votes cast by a Governor are deemed to have 
raised the total votes cast for any person above 9 per cent of the eligible votes, the 9 
per cent shall be deemed to include, first, the votes of the Governor casting the 
largest number of votes for such person, then the votes of the Governor casting the 
next largest number and so on, until 9 per cent is reached. 
7. Any Governor, part of whose votes must be counted in order to raise the 
total of votes cast for any person above 8 per cent shall be considered as casting all 
of his or her votes for such person, even if the total votes for such person thereby 
exceed 9 per cent and shall not be eligible to vote in a further ballot. 
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons 
have not been elected, further ballots shall be held in conformity with the principles 
and procedures laid down in this Section, until 4 persons have been elected, provided 
that, if at any stage 3 persons are elected, notwithstanding the provisions of 
paragraph 4 of this Section, the 4th may be elected by a simple majority of the 
remaining votes cast. 
9. In the case of an increase or decrease in the number of Directors to be 
elected by Section B (iii) Governors, the minimum and maximum percentages 
specified in paragraphs 4, 5, 6, and 7 of this Section shall be appropriately adjusted 
by the Board of Governors. 
10. So long as any Signatory, or group of Signatories, whose share of the total 
amount of capital subscriptions provided in Annex A is more than 5 per cent, has not 
deposited its instrument or their instruments of ratification, approval or acceptance, 
there shall be no election for one Director in respect of each such Signatory or group 
of Signatories. The Governor or Governors representing such a Signatory or group of 
Signatories shall elect a Director in respect of each Signatory or group of 
Signatories, immediately after the Signatory becomes a member or the group of 
Signatories become members. Such Director shall be deemed to have been elected by 
the Board of Governors at its inaugural meeting, in accordance with paragraph 3 of 
Article 26 of this Agreement, if he or she is elected during the period in which the 
first Board of Directors shall hold office.

38 CAP. 347.ħ MALTA MEMBERSHIP OF THE EUROPEAN BANK 
FOR RECONSTRUCTION AND DEVELOPMENT 
SECTION C - ARRANGEMENTS FOR THE ELECTION OF DIRECTORS REPRESENTING 
COUNTRIES NOT LISTED IN ANNEX A. 
If the Board of Governors decides, in accordance with paragraph 3 of Article 26 of 
this Agreement, to increase or decrease the size, or revise the composition, of the 
Board of Directors, in order to take into account changes in the number of members 
of the Bank, the Board of Governors shall first consider whether any amendments 
are required to this Annex, and may make any such amendments as it deems 
necessary as part of such decision. 
SECTION D - ASSIGNMENT OF VOTES. 
Any Governor who does not participate in voting for the election or whose vote 
does not contribute to the election of a Director under Section A or Section B (i) or 
Section B (ii) or Section B (iii) of this Annex may assign the votes to which he or 
she is entitled to an elected Director, provided that such Governor shall first have 
obtained the agreement of all those Governors who have elected that Director to such 
assignment. 
A decision by any Governor not to participate in voting for the election of a 
Director shall not affect the calculation of the eligible votes to be made under 
Section A, Section B (i), Section B (ii) or Section B (iii) of this Annex.

MALTA MEMBERSHIP OF THE EUROPEAN BANK ġCAP. 347. 39 
FOR RECONSTRUCTION AND DEVELOPMENT 
To the Chairman of the Conference 
on the Establishment of the 
European Bank for 
Reconstruction and Development 
M. Chairman 
As you know, the initiative of the President of France M. P. Mitterrand to 
establish the European Bank for Reconstruction and Development for the purpose of 
facilitating the transition of Central and Eastern European countries towards marketoriented 
economies has found understanding and support on behalf of the Soviet 
authorities. The Soviet delegation participated in the sessions of talks on drafting the 
constituent documents of the Bank. As a result the constituent countries have 
reached considerable progress in drawing up the Agreement establishing the 
European Bank for Reconstruction and Development. 
At the same time, certain difficulties largely stem from fears of a number of 
countries that due to the size of its economy the Soviet Union may become the 
principal recipient of credits of the Bank and therefore will narrow its capacity to 
extend aid to other Central and Eastern European Countries. 
In this connection, I would like to assure you dear Mr. Chairman, that the 
intentions of the Soviet Union to become an equal member of the Bank account 
primarily for its will to establish a new institution of multilateral co-operation so as 
to foster historical reforms on the European continent. 
I would like to inform you that my government is prepared to limit its access to the 
Bank’s resources, pursuant to paragraph 4 of Article 8 of the Articles of Agreement 
of the Bank, for a period of three years starting from the entry into force of the 
Articles of Agreement of the Bank. 
During that period, the Soviet Union wishes that the Bank will provide technical 
assistance and other types of assistance directed to finance its private sector, to 
facilitate the transition of State-owned enterprises to private sector ownership and 
control and to help enterprises operating competitively and moving to participation 
in the market-oriented economy, subject to the proportion set forth in paragraph 3 of 
Article 11 of this Agreement. The total amount of any assistance thus provided by 
the Bank would not exceed the total amount of the cash disbursed and the 
promissory notes issued by the Soviet Union for its shares. 
I am confident that continuing economic reforms in the Soviet Union will 
inevitably promote the expansion of the Bank’s activities into the territory of the 
Soviet Union. However, the USSR, being interested in securing the multilateral 
character of the Bank, will not choose that at any time in future the Soviet 
borrowings will exceed an amount consistent with maintaining the necessary 
diversity in the bank’s operations and prudent limits on its exposure. 
Please accept, Mr. Chairman, the assurances of my highest consideration. 
Head of Soviet Delegation 
Chairman of the Board 
of the State Bank of the U S S R 
Victor V. Gerashcenko

