Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024

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 sub paragraph (i) of this paragraph until the former member has received the full repurchase price;

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, participation 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 repurchase the 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.

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 payments of claims

Article 43

Distribution of assets

ii) the Board of Governors has decided 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, to make a distribution.

Chapter VIII

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:

ii) to acquire, and dispose of, immovable and movable property; and

iii) to institute legal proceedings.

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 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

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.

Article 53

Exemption from taxation

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.

ii) if the sole jurisdictional basis for such taxation is the location of any office; 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.

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, 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

Article 56

Amendments

ii) acceptance by not less than three-fourths of the members having not less than eighty five (85) per cent 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 met, the Bank shall certify that fact by formal communication addressed to all members.

Article 57

Interpretation and application

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.

Chapter X

Article 60

Signature and deposit

Article 61

Ratification, acceptance or approval

Article 62

Entry into force

Article 63

Inaugural meeting and commencement of operations

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.

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.

Annex A

Initial subscriptions to the authorized capital stock for prospective members which may become members in accordance with Article 61

	Number of shares	Capital subscription (in million ECU)
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
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
E - Non allocated shares	125	1.25
Total	1,000,000	10,000.00

(*) 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)

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)

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)

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)

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 as elected Director, provided that such Governor shall first have obtained the agreement of all those Governors who have elected that Director to such assignments.

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.

Letter from the Head of the Soviet Delegation

To the Chairman of the Conference on the

Establishment of the European Bank

for Reconstruction and Development

Mr. Chairman,

As you know, the initiative of the President of France, M. F. Mitterrand, to establish the European Bank for Reconstruction and Development for the purpose of facilitating the transition of Central and Eastern European countries towards market-oriented 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 cooperation 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 assurance of my highest consideration.

Head of Soviet Delegation

Chairman of the Board

of the State Bank of the USSR

Victor V. GERASHCHENKO”.

SCHEDULE 2 Articles of agreement of the Council of Europe Development Bank

Section 11

“SCHEDULE 1

ARTICLES OF AGREEMENT OF THE COUNCIL OF EUROPE DEVELOPMENT BANK

Article I

Establishment of the Bank

A Council of Europe Development Bank (hereinafter called “the Bank”) shall be established.

The Bank shall be attached to the Council of Europe and administered under its supreme authority.

Article II[^1]

Purpose

a. The primary purpose of the Bank is to help in solving the social problems with which European countries are or may be faced as a result of the presence of refugees, displaced persons or migrants consequent upon movements of refugees or other forced movements of populations and as a result of the presence of victims of natural or ecological disasters.

The investment projects to which the Bank contributes may be intended either to help such people in the country in which they find themselves or to enable them to return to their countries of origin when the conditions for return are met or, where applicable, to settle in another host country. These projects must be approved by a Member of the Bank.

b. The Bank may also contribute to the realisation of investment projects approved by a Member of the Bank which enable jobs to be created in disadvantaged regions, people in low income groups to be housed or social infrastructure to be created.

Article III

Membership of the Bank

a. Any Member State of the Council of Europe may become a Member of the Bank by addressing a declaration to the Secretary General. This declaration shall contain acceptance of the present Articles of Agreement by the Government of the State concerned and the subscription by that Government of the number of participating certificates fixed in agreement with the Governing Board, in pursuance of Article IX, Section 3, paragraph 1, litt. a. of the Articles of Agreement.

b. A European State which is not a member of the Council of Europe may:

i. either be admitted as a Member of the Bank upon such special conditions as the Bank shall lay down in each case, in accordance with the provisions of Article IX, Section 3, paragraph 1, litt b. A State in respect of which such a decision on admission has been made shall be able to become a Member of the Bank by depositing with the Secretary General of the Council of Europe an instrument stating that it accepts the present Articles of Agreement, subscribes the number of participating certificates fixed in agreement with the Governing Board, has taken the measures necessary to enable it to meet all the obligations resulting from the Articles of Agreement and has met all the admission conditions laid down by the Governing Board;

ii. or conclude with the Bank an association agreement upon such special conditions as the Bank may lay down in each case.

c. Upon the conditions laid down by the Governing Board, international institutions with a European focus may also become Members of the Bank or conclude an association agreement.

d. Any State becoming a Member of the Bank shall confirm, in its declaration or its instrument of acceptance of the Articles of Agreement, its intention:

i. to accede at the earliest opportunity to the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe;

ii. pending such accession, to apply the legal arrangements resulting from the Protocol to the property, assets and operations of the Bank and to grant to the organs and staff of the Bank the legal status resulting from the Protocol.

Article IV

Obligations of Members

Section 1 Participating certificates

The Bank shall issue for subscription by its Members participating certificates, expressed in terms of euros (EUR). Each certificate shall have the same nominal value of EUR 1,000. Members shall pay their subscriptions in euros.

Section 2 Apportionment and paying up of participating certificates

a. The table appended to the present Articles of Agreement lays down the percentage apportionment of the participating certificates offered for subscription by each Member of the Bank.

b. The number of participating certificates to be held by new Members of the Bank shall be fixed in agreement with the Governing Board of the Bank, in accordance with Article IX, Section 3, paragraph 1, litt. a. and b. of the present Articles of Agreement.

c. The minimum percentage of subscribed participating certificates to be paid up, and the dates of the relevant payments, shall be fixed by the Governing Board.

d. When the Bank’s capital is increased, the Governing Board shall determine, upon uniform conditions for all Members, the percentage to be paid up and the corresponding payment dates.

Section 3 Limitation of liability

No Member shall be liable to third parties for any obligation of the Bank.

Article V

Borrowing operations and contributions

For uses consistent with its purpose, the Bank may make borrowings. It may also carry out any other financial transactions useful for the achievement of its purpose under conditions laid down by the Administrative Council.

The Bank is empowered to receive contributions offered for specific purposes which come within its stated aims.

Article VI

Investments

The Bank’s liquid assets, capital and reserves may be invested upon conditions to be fixed by the Administrative Council in accordance with the principles of sound financial management.

Article VII

The Bank’s means of action

Section 1 Loans

Loans made by the Bank shall be in one of the following forms:

a. loans to Members of the Bank;

b. loans guaranteed by a Member of the Bank granted to any legal person approved by that Member;

c. loans granted to any legal person approved by a Member of the Bank, when the Administrative Council is satisfied that the loan requested is covered by adequate guarantees.

Section 2 Guarantees

Upon conditions to be fixed by the Administrative Council in each case, the Bank may grant its guarantee to financial institutions approved by a Member for loans to further the realisation of the purposes set out in Article II.

Section 3 Trust account

The Bank may open and manage trust accounts for receiving voluntary contributions from its Members, from the Bank and from the Council of Europe.

Section 4 Interest rebate

Loans may be accompanied by a full or partial interest rebate.

A proportion of the profits realised by the Bank and voluntary contributions by Members shall be used to subsidise the interest rate on certain loans upon conditions decided by the Administrative Council.

Section 5 Conditions for granting loans - Information to be provided

The Administrative Council shall lay down the general conditions for granting loans and shall determine what information a borrower shall be required to furnish in support of its application.

Section 6 Default

The Bank’s transactions in favour of a Member or of a legal person as referred to in Section 1 above shall be suspended if the borrower, or failing the latter, the guarantor defaults on payments due in respect of loans or guarantees granted to it by the Bank.

Article VIII

Organisation, administration and supervision of the Bank

The organisation, administration and supervision of the Bank shall be divided between the following:

the Governing Board,

the Administrative Council,

the Governor,

the Auditing Board,

as provided in the following Articles.

Article IX

Governing Board

Section 1

The Governing Board shall consist of a Chairperson and one representative appointed by each Member. Each Member may appoint a substitute. The Secretary General of the Council of Europe may participate in or be represented at the meetings.

Section 2

The Governing Board is the supreme organ of the Bank; it shall be vested with all powers in respect of the Bank, save the right to change its purposes as stipulated in Article II of the Articles of Agreement.

Section 3

a. determine the conditions upon which Council of Europe Member States become Members of the Bank;

b. authorise European States not members of the Council of Europe and international institutions with a European focus to become Members of the Bank and lay down the conditions for such authorisation and the number of participating certificates to be subscribed by such members;

c. adjust the apportionment of the capital among Members as shown in the table appended to the present Articles of Agreement;

d. increase or reduce the authorised capital and fix the proportion of the subscribed shares to be paid up and the dates by which payment must be made;

e. ensure compliance with the aims stated in the Articles of Agreement;

approve the Bank’s annual report, accounts and other financial statements;

provide general guidelines concerning the institution’s activity;

f. suspend or terminate the Bank’s operations and, in the event of liquidation, distribute its assets;

g. suspend a Member;

h. amend these Articles of Agreement, without, however, making any change in their stated aims;

i. interpret these Articles of Agreement and determine any appeals against decisions concerning the interpretation or application of the Articles of Agreement;

j. authorise the conclusion of general agreements on co-operation with other international organisations;

k. elect the Chairperson of the Governing Board and the Chairperson of the Administrative Council;

l. appoint the Governor and, as necessary, on a proposal by the Governor, one or more Vice-Governors, one of whom shall replace the Governor in the latter’s absence, and remove them from their posts and accept their resignation;

m. appoint the members of the Auditing Board;

n. appoint the external auditor and lay down his terms of reference;

o. draw up its Rules of Procedure;

p. exercise such other powers as are expressly assigned to the Governing Board in these Articles of Agreement.

The powers delegated to the Administrative Council in these Articles of Agreement may be reassumed only in exceptional circumstances and for a specified period.

Section 4

a. Decisions taken by the Governing Board at its meetings shall be valid only if two-thirds of its Members’ representatives are present.

Decisions shall be taken by voting. Only votes in favour and against shall count for the purpose of calculating majorities.

b. Decisions may also be taken in writing between meetings.

c. Each Member of the Bank shall have one vote for each participating certificate held by it.

d. Any Member which has failed to pay on time the part of the capital falling due may not, for as long as such non-payment persists, exercise the voting rights corresponding to the sum due and not paid up.

e. Decisions shall be reached by a majority of the Members voting in favour or against and holding two-thirds of the votes cast.

f. A majority of three-quarters of the Members voting in favour or against and holding three quarters of the votes cast, shall be required for:

• the decision provided for in Section 3. paragraph 3. of this Article;

• adjustments to the apportionment table appended to these Articles of Agreement not resulting from the admission of new Members which are made pursuant to Section 3. paragraph 1. litt. c.

g. The decisions referred to in Section 3. paragraph 1. litt. f. and h. shall be taken by a unanimous vote of the Members casting a vote.

Section 5

a. The Governing Board shall be chaired by a Chairperson elected by it for a three-year term.

The outgoing Chairperson may be re-elected for a further three-year term. Each Member of the Bank is entitled to present a candidate.

The Chairperson shall be responsible for political relations with officials of the States, the Council of Europe and other international institutions, in close co-operation with the Governor.

The Chairperson shall keep the Committee of Ministers and the Parliamentary Assembly regularly informed of the Bank’s activities; he/she shall, inter alia, forward the Governor’s report to the Committee of Ministers and maintain all other necessary contacts with the Council of Europe.

Article X

Administrative Council[^1]

Section 1

The Administrative Council is vested with all the powers delegated to it by the Governing Board in pursuance of Article IX.

Section 2

a. The Administrative Council shall consist of a Chairperson appointed by the Governing Board for a three-year term, renewable for a second three-year term, and one representative appointed by each Member. Each Member may appoint a substitute. The Secretary General of the Council of Europe may participate in or be represented at the meetings.

b. The Administrative Council shall be convened by its Chairperson or at the request of five of its members at least four times a year.

c. The Administrative Council may, when necessary, invite representatives of international organisations or any other interested person to participate in its proceedings without the right to vote.

Section 3

a. Decisions of the Administrative Council at its meetings shall be valid only if two-thirds of its Members’ representatives are present.

b. Each Member shall have one vote for each participating certificate held by it.

Decisions shall be taken by a majority vote. Only votes in favour or against shall count for the purpose of calculating the majority or majorities.

c. Decisions may also be taken in writing between meetings.

d. Any Member which has failed to pay on time the part of the capital falling due may not, for as long as such non-payment persists, exercise the voting rights corresponding to the sum due and not paid up.

e. However, the Administrative Council shall adopt the following decisions by a majority of its members voting in favour or against and by a majority of votes cast:

ii) adoption or amendment of the Rules of Procedure of the Administrative Council;

f. Furthermore, the Administrative Council shall take by a majority of Members voting in favour or against and holding two-thirds of the votes cast decisions relating to investment projects which have not received the opinion as to admissibility referred to in Article XIII, litt. c. of the Articles of Agreement.

Section 4

The Administrative Council may at any time appoint committees from among its members and delegate to such committees powers to be specified in each case.

Article XI

Governor[^1]

Section 1 Functions of the Governor

a. The Governor shall be the legal representative of the Bank. He/She shall be the head of the Bank’s operational services and shall conduct day-to-day business on the instructions of the Administrative Council. In accordance with Articles V and VII, he/she shall not contract any financial obligations without the authorisation of the Administrative Council. Under the general supervision of the Administrative Council, he/she shall be responsible for the organisation of the operational services and for the appointment and dismissal of the staff of the Bank, within the framework of the regulations adopted by the Administrative Council.

b. The Governor shall be appointed for a term of five years renewable once. The amount of his/her salary shall be fixed by the Administrative Council.

c. In the performance of their duties, the Governor, the Vice-Governors and staff must devote themselves fully to the service of the Bank, to the exclusion of any other activity. Each Member shall respect the international character of the task of the Governor, Vice-Governors and staff of the Bank and refrain from any attempt to influence these persons.

d. The Council of Europe Staff Regulations shall be applicable to the staff of the Bank in any matter not covered by a specific decision of the Administrative Council.

Section 2 Vice-Governor(s)

a. The Governor shall be assisted by one or more Vice-Governors. The Governor shall designate a Vice-Governor Delegate who shall replace him/her in case of absence or incapacity. The Governor shall determine the responsibilities of the Vice-Governors taking into account the post descriptions approved by the Administrative Council.

b. The Vice-Governor(s) shall be appointed by the Governing Board on a proposal from the Governor, following an opinion on conformity from the Administrative Council and after consultations with the members of the Governing Board.

c. On a proposal from the Governor, the Administrative Council shall approve the post description(s) of the Vice-Governor(s).

d. The Vice-Governor(s) shall be appointed for a term of five years renewable once. The amount of their salary shall be fixed by the Administrative Council.

Section 3 Reports to the Administrative Council

The Governor shall give his/her opinion to the Administrative Council on the technical and financial aspects of investment projects submitted to the Bank.

The Governor shall submit to the Administrative Council regular reports on the position of the Bank and on proposed transactions and shall supply it with any information it may request.

The Governor shall draw up a full annual report on all operations effected during the year. This report shall be accompanied by the balance sheet of the Bank and the operational accounts, together with the Auditing Board’s report on these documents.

Article XII

Auditing Board

The Auditing Board shall consist of three members appointed pursuant to Article IX, Section 3. litt m. for their competence in economic and financial matters. They shall act completely independently.

The Auditing Board shall inspect the Bank’s accounts and verify that the operational accounts and balance sheet are in order.

In its annual report, the Auditing Board shall certify that the balance sheet and operational accounts accord with the books, that they give an accurate and true picture of the state of the Bank’s affairs as at the end of each financial period and that the Bank is being managed according to the principles of sound financial management.

The Board shall receive copies of any documents useful to it in its work, such as the reports of the external and internal auditors. At the request of the organs of the Bank, the Board shall perform any other task pertaining to the supervision of the Bank’s financial activity.

Article XIII

Council of Europe

a. With a view to ensuring relations with the Council of Europe, the Committee of Ministers and Parliamentary Assembly of the Council of Europe shall be regularly informed of the Bank’s activities. The Governing Board shall state a position on the recommendations and opinions of the Committee of Ministers and Parliamentary Assembly transmitted to it.

b. The Secretary General of the Council of Europe shall participate in, or may be represented at, meetings of the Governing Board and Administrative Council, without the right to vote.

He/She shall carry out any duty entrusted to him in pursuance of the present Articles of Agreement or of the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe. In this connection he/she shall place the requisite staff at the disposal of the Bank.

He/She may perform any other duty entrusted to him/her by the Organs of the Bank in accordance with the provisions of the Partial Agreement on the Council of Europe Development Bank.

c. Applications for loans or guarantees shall be submitted to the Administrative Council after receipt of the Secretary General’s opinion as to admissibility based on the project’s conformity with the political and social aims of the Council of Europe.

Article XIV

Headquarters

The principal office of the Bank shall be at Strasbourg, France. The headquarters of the operational services shall be in Paris and may be changed only by a decision of the Governing Board and an identically worded decision of the Administrative Council.

Article XV

Withdrawal of Members; Suspension of operations and liquidation of the Bank[^1]

Section 1 Withdrawal of Members

Any Member may withdraw from the Bank on giving notice of six months prior to the end of the current calendar year. The withdrawal shall become effective on 31 December following the notice. Any notice given less than six months before the end of the current calendar year shall only become effective on 31 December of the subsequent calendar year. The Member may notify the Bank in writing of the cancellation of its notice of intention to withdraw at any time before the withdrawal becomes effective.

Section 2 Settlement of accounts with former Members

a. After the date on which a Member ceases to be a Member, such former Member shall remain liable for its obligations to the Bank so long as any part of the loans or guarantees extended before it ceased to be a Member are outstanding; but it shall cease to incur such liabilities with respect to loans and guarantees entered into thereafter by the Bank and to share either in the income or expenses of the Bank.

b. At the time the Member ceases to be a Member, the Bank shall arrange for the repurchase of such former Members’ participating certificates as a part of the settlement of accounts with such former Member in accordance with the provisions of this Article. For this purpose, the purchase price of the certificates shall correspond to the paid-up capital plus reserves as shown by the books of the Bank on the date of cessation of membership.

c. The payment for participating certificates repurchased by the Bank under this Article shall be governed by the following conditions:

ii) payments for certificates may be made from time to time until the former Member has received the full repurchase price, to the extent by which the amount due as the repurchase price, in accordance with paragraph b of this Section, exceeds the aggregate amount of liabilities on loans and guarantees as set forth in sub paragraph (i) above;

iii) payments shall be made in euros on such conditions and dates as the Governing Board determines; and

iv) if losses are sustained by the Bank on any loans or guarantees which were outstanding on the date the Member State’s withdrawal becomes effective, and if the amount of such losses exceeds the amount, at that date, of the provisions provided against losses on the date the Member State’s withdrawal becomes effective, such former Member shall repay, upon demand, the amount by which repurchase price of its certificates 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, to the extent that it would have been required to respond had the call been made at the latest on the date the repurchase price of its certificates was determined.

d. if the Bank terminates its operations pursuant to Section 4 of this Article within six (6) months of the date upon which any Member ceases to be a Member, all rights of such former Members shall be determined in accordance with the provisions of this same Section.

Section 3 Suspension of operations

Should the Governing Board decide upon the suspension of activities, the Bank shall cease all loan and guarantee operations.

Section 4 Liquidation of the Bank

Should the Governing Board decide upon the termination of operations, the Bank shall forthwith cease all activities except those incidental to the settlement of its obligations and the realisation, conservation and preservation of its assets.

After all liabilities of the Bank, including satisfaction of rights upon distribution which may previously have been granted by the Bank upon accepting contributions under Article V, have been discharged or provided for, the Members of the Bank shall adopt a plan for the distribution of assets which shall be based on the following principles:

a. No Member of the Bank against which the Bank has an unsatisfied claim shall be eligible to participate in the distribution under the plan until it has regularised its position;

b. Priority shall be given to using the Bank’s net assets to reimburse to Members the sums paid by them in pursuance of Article IV, in proportion to the number of certificates paid up.

Any excess of the Bank’s net assets over the aggregate total of such distributed shares shall be allotted to all Members of the Bank in proportion to the number of participating certificates held by each;

c. Should there be net liabilities, they shall be distributed among the Members of the Bank in proportion to the number of participating certificates held by each. Each Member will be required to pay its share to the Bank, less the certificates paid up and up to a maximum of the certificates subscribed.

Article XVI

Interpretation of the present Articles of Agreement

Any decision of the Administrative Council involving the interpretation of the present Articles of Agreement may be referred to the Governing Board at the request of any Member. Until such time as the Governing Board has made a ruling, the Bank may, to the extent it deems it necessary, act on the basis of the decision of the Administrative Council.

Article XVII

Notifications

The Secretary General of the Council of Europe shall notify the Members of the Bank and the Governor of:

The Secretary General of the Council of Europe shall forward a certified copy of these Articles of Agreement to each Member State of the Council of Europe and to every other Member of the Bank.

SCHEDULE 3 Guarantee Agreement to be Entered into Between the State and the European Commission Pursuant to Article 10 of Decision 2022/1628 of the European Parliament and of the Council of 20 September 2022

Section 12

THE EUROPEAN COMMISSION

AND

IRELAND

GUARANTEE AGREEMENT PURSUANT TO ARTICLE 10 OF EUROPEAN PARLIAMENT AND COUNCIL DECISION (EU) 2022/1628

CONTENTS

Clause

THIS GUARANTEE AGREEMENT is between

(1) Ireland, (“Guarantor”); and

(2) The European Commission (“the Commission”)

Respectively a Party to this agreement.

WHEREAS

(A) Decision (EU) 2022/1201 of the European Parliament and of the Council of 12 July 2022 providing exceptional macro-financial assistance to Ukraine (“Decision (EU) 2022/1201”) permits the Union, under circumstances contained therein, to make available exceptional macro-financial assistance of a maximum amount of EUR 1 000 000 000 to Ukraine in the form of a loan.

(B) Decision (EU) 2022/1628 of the European Parliament and of the Council of 20 September 2022 providing exceptional macro-financial assistance to Ukraine, reinforcing the common provisioning fund by guarantees by the Member States and by specific provisioning for some financial liabilities related to Ukraine guaranteed under Decision No 466/2014/EU, and amending Decision (EU) 2022/1201 (“Decision (EU) 2022/1628”) complements Decision (EU) 2022/1201 by permitting the Union, under circumstances contained therein, to make available further exceptional macro-financial assistance of a maximum amount of EUR 5 000 000 000 to Ukraine in the form of loans.

(C) The detailed financial terms of the exceptional macro-financial assistance provided under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 are laid down in the respective loan agreements concluded between the Commission and Ukraine (each one being a “Loan Agreement”).

(D) Decision (EU) 2022/1201 and Decision (EU) 2022/1628 have empowered the Commission on behalf of the Union to borrow on the capital markets or from financial institutions in order to finance the exceptional macro-financial assistance to Ukraine (“Borrowings”).

(E) In the event of a partial or total non-payment under a Loan Agreement, the Union risks not having sufficient resources under current budgetary planning to fulfil the payment obligations arising from the Borrowings.

(F) Decision (EU) 2022/1628 provides that the Member States of the European Union (together called the “Guarantors”) may complement the provisioning in respect of macro financial assistance kept in the Common Provisioning Fund, by providing guarantees up to the total amount of EUR 3 660 000 000 in respect of the Union’s exceptional macro-financial assistance to Ukraine under Article 1 of Decision (EU) 2022/1628 and under Decision (EU) 2022/1201. These guarantees shall be irrevocable, unconditional and on-demand. Article 9(2) of Decision (EU) 2022/1628 provides that the Commission is to conclude an agreement with a contributing Member State on the irrevocable, unconditional and on-demand guarantee (a “Guarantee Agreement”). Article 10 provides for the essential elements of those guarantee agreements.

(G) Decision (EU) 2022/1628 provides that contributions by Member States in the form of guarantees are needed as an additional layer of protection for the Union budget in addition to 9% provisioning already foreseen in the budget. Analysis of the probability of default and loss-given-default has identified an additional coverage of 61% of the value of the loans as a sound and conservative additional layer of protection for these loans. The share of each Member State in this additional guarantee corresponds to the relative share of that Member State in the total gross national income of the Union as resulting from the 2022 budget, and the nominal amounts of each Member State guarantee are set out in Schedule 1 to this agreement.

(H) The ability to call resources from Member States for these amounts is needed to cater for a situation in which the Union would not receive a payment from Ukraine of the macro financial assistance granted under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 in time to meet the Union’s financial obligations arising from bonds issued to finance the loans, or in case the payment schedule of the loans granted under this Decision and Decision (EU) 2022/1201 were to be modified. The Commission would call on a guarantee only if future losses on the new macro-financial assistance to Ukraine exceed the available provisioning set aside in respect of macro-financial assistance under Decision (EU) 2022/1201 and under Decision (EU) 2022/1628 once the overall amounts of initial provisioning set aside in the Common Provisioning Fund in respect of financial liability arising from the covered MFAs have been or are to be drawn down.

(I) Decision (EU) 2022/1201 and Decision (EU) 2022/1628 provide that Ukraine may request an interest rate subsidy and coverage of the administrative costs by the Union in respect of the exceptional macro-financial assistance under that Decision, with an envelope being provided for the MFF 2021-27. Non-repayment of interest during this period will therefore not result in calls on the guarantees, as they are already covered by the budget, provided that Ukraine is granted the interest rate subsidy and coverage of the administrative costs by the Union.

(J) The exceptional macro-financial assistance under the Loan Agreements and guaranteed under this Guarantee Agreement should be disbursed in instalments each of which may be disbursed in one or more tranches and funded by bonds issued with a range of long term maturities. The information, monitoring and reporting obligations under the Financial Regulation will apply in respect of the macro-financial assistance under the Loan Agreements and the related provisioning held in the Common Provisioning Fund.

(K) Each Member State of the European Union remains fully and individually liable for the commitments that it has made under a Guarantee Agreement.

1.1 Guarantee

The Guarantor hereby unconditionally and irrevocably guarantees to the Union the due and punctual payment on demand of up to 100 per cent of its contribution (the “Guaranteed Contribution”) and accordingly undertakes to pay to the Union, within 20 (twenty) Business Days of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a “Demand”) up to 100 per cent of its Guaranteed Contribution.

1.2 This Guarantee Agreement is solely related to Borrowings, and the associated Loan Agreements, that are authorised by Decision (EU) 2022/1201 and Decision (EU) 2022/1628. Any other Union borrowings on capital markets and with financial institutions, and other loan agreements, shall not give rise to any claim or liability under this Guarantee Agreement.

1.3 The Guaranteed Contribution of the Guarantor is equal to the value set out in column “Amount (EUR)” next to the Guarantor’s name in the Schedule attached to this Guarantee Agreement. The Guarantee Contribution Key of the Guarantor is equal to the share indicated in the column “GNI Key” set out next to the Guarantor’s name in the Schedule to this Guarantee Agreement.

1.4 The cumulative total value of any or all Demanded Amounts (as defined by Clause 1.6) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution.

1.5 The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are several only.

1.6 A Demand under this Guarantee may be made by the Commission at any time before or after a principal payment, or where relevant, an interest payment or any other amount is due under Borrowings (together the “Amount Due”), if:

(i) the Union (for whatsoever reason) has not received in full a payment as and when due under a Loan Agreement or it is notified by Ukraine or becomes aware that Ukraine will not make or will not be able to make payment in full under such a Loan Agreement as and when such payment is due, or that the payment schedule established in a Loan Agreement has been or is to be modified for whatsoever reason; and

(ii) the Commission has informed or informs the Guarantor that the overall amounts of the initial, or subsequently replenished, provisioning set aside in the Common Provisioning Fund authorised under Decision (EU) 2022/1628 in respect of macro financial assistance to Ukraine authorised under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 has been or will be fully drawn down.

In such an event, the Commission shall at its sole discretion determine an amount to be called from the Guarantors (“Amount of the Call”), up to the total amount of the maximum Guaranteed Contributions, in order to ensure that the Union has sufficient resources to fulfil the payment obligations arising from the Borrowings, in accordance with the principle of sound financial management. In particular, in determining the Amount of the Call, the Commission shall aim at having sufficient resources to pay the Amount Due and at the replenishment of the Common Provisioning Fund to reach up to the level of paid in provisioning provided for under Article 11(1) second sentence of Decision (EU) 2022/1628.

The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the relative share of each Guarantor in the Guarantee Contribution Key.

Any Demand shall specify the Amount Due, the extent to which amounts set aside in the Common Provisioning Fund have been or will be drawn, and the Amount of the Call, and shall request in writing the Guarantor to transfer an amount equal to its Guarantee Contribution Key of the Amount of the Call (such amount being the “Demanded Amount”), in cleared funds to the account referred to in Clause 1.8. The Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Demanded Amount on demand and the Guarantor shall transfer the Demanded Amount in accordance with the terms of such Demand. The transfer shall occur within 20 (twenty) Business Days of receiving the Demand from the Commission. The Guarantor, which failed to honour the Demand, shall remain liable to honour it.

1.7 The Commission shall reimburse the Guarantor from amount(s) recovered by the Commission in respect of the Loan Agreement(s) in a proportion to the Demanded Amounts paid by the Guarantor in the Amount(s) of Call(s). The sum of amounts reimbursed to the Guarantor shall not exceed the sum of Demanded Amounts paid by the Guarantor.

For the purposes of reimbursement, the Commission shall by notice request payment details of the Guarantor and upon their receipt reimburse the Guarantor within ten (10) Business Days for any amount provided under the respective Demand.

1.8 Payments under this Guarantee Agreement shall be made to the account as identified in each Demand.

1.9 The Guarantor is not entitled to set-off or deduct any amounts owed to it by the Union from any payments due by the Guarantor under this Guarantee Agreement.

2.1 Continuing obligations