Agreement Establishing the African Investment Bank (AIB)

To promote investment activities of the public and private sector intended to advance regional integration of the member States of the African Union;

To utilize available resources for the implementation of investment projects contributing to the strengthening of the private sector and the modernization of rural sector activities in low-income African countries;

To mobilize resources from capital markets inside and outside Africa for the financing of investment projects in African countries;

To provide technical assistance as may be needed in African countries for the study, preparation, financing and execution of investment projects; and

To undertake other activities and services that may contribute to the fulfillment of its overall mandate.

Authorized capital stock of the Bank, comprising both paid-in and callable shares, subscribed in accordance the conditions spelled out in this Agreement;

Funds raised through borrowings of the Bank by virtue of powers conferred by Articles of this Agreement;

Funds received in repayment of loans or guarantees made with the resources indicated in this Article;

Income derived from loans made from the aforementioned funds r from guarantees to which the commitment to calls set forth in this Agreement is applicable; and v. Any other funds or income received by the Bank, which are not part of its special funds.

Resources set aside from paid-in capital to a Special Fund or otherwise initially contributed to any Special Fund;

Funds accepted by the Bank for inclusion in any Special Fund;

Funds repaid in respect of loans or guarantees financed from the resources of any Special Fund which, under the rules and regulations of the Bank governing the Special Fund, are received by such Special Fund;

Income derived from operations of the Bank in which any of the aforementioned resources or funds are used or committed if, under the rules and regulations of the Bank governing the Special Fund concerned, that income accrues to such Special Fund; and

Any other resources placed at the disposal of any Special Fund.

By making or participating in direct loans with its unimpaired paid-in capital and, with its reserves and undistributed surplus; or with the unimpaired Special Funds resources;

By making or participating in direct loans with funds raised by the Bank in capital markets or borrowed or otherwise acquired by the Bank for inclusion in its ordinary resources;

By investment of funds referred to in this Article in the equity capital of an institution or enterprise, provided no such investment shall be made until after the Board of Governors, by a vote of a majority of the total number of Governors, representing a majority of the total voting power of the members, shall have determined that the Bank is in a position to commence such type of operations; or

By guaranteeing, whether as primary or secondary obligor, in whole or in part, loans for economic development participated in by the Bank.

The total amount outstanding of loans, equity investment and guarantees made by the Bank in ordinary operations shall not at any time exceed the total amount of its unimpaired subscribed capital, reserves and surplus included in its ordinary capital resources, exclusive of reserves not available for ordinary operations.

In the case of loans made with funds borrowed by the Bank to which the commitment to calls provided elsewhere in this Agreement is applicable, the total amount of principal outstanding and payable to the Bank in a specific currency shall not at any time exceed the total amount of principal outstanding in respect of funds borrowed by the Bank that are payable in the same currency.

In the case of funds invested in equity capital out of the ordinary capital resources of the Bank, the total amount invested shall not at any time exceed a percentage, fixed by the Board of Governors, of the aggregate amount of the unimpaired paid-in capital stock of the Bank actually paid up at any given time together with the reserves and surplus included in its ordinary capital resources. The amount of any equity investment shall not exceed such percentage of the equity capital of the entity or enterprise concerned, as the Board of Directors shall in each specific case determine to be appropriate. The Bank shall not seek to obtain by such an investment a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment of the Bank.

By furnishing the borrower with currencies other than the currency of the member in whose territory the project concerned is to be implemented (the latter currency hereinafter to be called “local currency”), which are necessary to meet the foreign exchange costs of such project; or

By providing financing to cover the costs of local expenditures on the project concerned, where it can do so by supplying local currency without selling any of its holdings in convertible currencies. In special cases when, in the opinion of the Bank, the project causes or is likely to cause undue strain on the balance of payments of the member in whose territory the project is to be implemented, the financing granted by the Bank to cover the costs of local expenditures may be provided in currencies other than that of such member; in such cases, the amount of financing granted by the Bank for the purpose shall not exceed a reasonable portion of the total local expenditure incurred by the borrower.

The operations of the Bank shall provide principally for the financing of specific projects, including those forming part of a national, sub-regional or regional development scheme needed for the economic integration of Member States of the African Union. They may, however, include loans to, or guarantees of loans made to, national development financial institutions in Africa, in order that the latter may finance projects of a type serving the mandate of the Bank within the respective fields of activities of such institutions;

In selecting suitable projects, the Bank shall always be guided by the provision of article (…) of this Agreement and by the potential contribution of the project concerned to the mandate of the Bank rather than by the type of the project;

The Bank shall not finance any undertaking in the territory of a member if that member objects to such financing;

In considering an application for a loan or guarantee, the Bank shall pay due regard to the ability of the borrower to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors;

In making or guaranteeing a loan, the Bank shall pay due regard to the prospects that the borrower and its guarantor, if any, will be in a position to meet their obligations under the loan contract;

In making or guaranteeing a loan, the rate of interest, other charges and the schedule for repayment of principal shall be such: as are, in the opinion of the Bank, appropriate for the loan concerned;

The proceeds of any loan, investment or other financing undertaken in the ordinary operations of the Bank shall be used only for procurement in member states of goods and services produced in member states, except in any case in which the Board of Directors determines to permit procurement in a non-member country or of goods and services produced in a non-member country in special circumstances making such procurement appropriate, as in the case of a non-member country in which a significant amount of financing has been provided to the Bank;

In the 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 in connection with the project as it is actually incurred;

The Bank shall take the necessary measures to ensure that the proceeds of any loan made, guaranteed or participated in by the Bank are used only for the purposes for which the loan was granted and with due attention to considerations of economy and efficiency;

The Bank shall pay due regard to the desirability of avoiding a disproportionate amount of its resources being used for the benefit of any member;

The Bank shall seek to maintain a reasonable diversification in its investments in equity capital; it shall not assume responsibility for managing any entity or enterprise in which it has an investment, except where necessary to safeguard its investments;

The Bank shall apply sound banking principles to its operations and, in particular, to its investments in equity capital;

In guaranteeing a loan made by other investors, the Bank shall receive suitable compensation for its risk.

In the case of direct loans made or participated in or loans guaranteed by the Bank, the contract shall establish, in conformity with the principles guiding the operations of the Bank as set forth in Article (…) of this Agreement and subject to other provisions of this Agreement, the terms and conditions for the loan or the guarantee concerned, including those relating to payment of principal, interest and other charges, maturities, and dates of payment in respect of the loan, or the fees and other charges in respect of the guarantee, respectively. In particular, the contract shall provide that, all payments to the Bank under the contract shall be made in the currency loaned. Guarantees by the Bank shall also provide that the Bank may terminate its liability with respect to interest if, upon default by the borrower and guarantor, if any, the Bank offers to purchase, at par and interest accrued to a date designated in the offer, the bonds or other obligations guaranteed.

Where the recipient of loans or guarantees of loans is not itself a member, the Bank may, when it deems it advisable, require that the member in whose territory the project concerned is to be carried out, or a public agency or any institution of that member acceptable to the Bank, guarantee the repayment of the principal and the payment of interest and other charges on the loan.

The Bank shall expressly state, in the loan or guarantee contract, the currency in which all payments to the Bank under the contract concerned shall be made. At the option of the borrower, however, such payments may always be made in convertible currency or, subject to an agreement with the Bank, in any other currency; and

The Bank may attach such other terms and conditions, as it deems appropriate, taking into account both the interest of the member directly concerned in the project and the interests of its total membership.

The Bank shall charge, in addition to interest, a commission on direct loans made or participated in as part of its ordinary operations. This commission, payable periodically, shall be computed on the amount outstanding on each loan or participation and shall be at a rate to be determined by the Board of Directors.

In guaranteeing a loan as part of its ordinary operations, the Bank shall charge a guarantee fee, at a rate to be determined by the Board of Directors, payable periodically on the amount outstanding.

The Board of Directors shall determine other charges, any commission and fees of the Bank in its ordinary operations.

In cases of default on loans made, participated in or guaranteed by the Bank in its ordinary operations, the Bank shall take such action as it deems appropriate with respect to modifying the terms of the loan, other than the currency of repayment.

Whenever necessary to meet contractual payments of interest, other charges or amortization on borrowings of the Bank in its ordinary operations, or to meet its liabilities with respect to similar payments in respect of loans guaranteed by it, chargeable to its ordinary capital resources, the Bank may call an appropriate amount of the uncalled subscribed callable capital.

In cases of default in respect of a loan made from borrowed funds or guaranteed by the Bank as part of its ordinary operations, the Bank may, if it believes that the default may be of long duration, call an additional amount of such callable capital not to exceed in any one (1) year one (1) per cent of the total subscriptions of the members to such capital, for the following purposes:

If the Bank’s subscribed callable capital stock shall be entirely called, the Bank may, if necessary, use or exchange the currency of any member without restriction.

Borrow funds in member states of the African Union or elsewhere, and in this connection to furnish such collateral or other security therefore as the Bank shall determine provided always that:

Buy and sell securities the Bank has issued or guaranteed or in which it has invested, provided always that it shall have obtained the approval of any member state in whose territory the securities are to be bought or sold;

Guarantee securities in which it has invested in order to facilitate their sale;

Underwrite, or participate in the underwriting of, securities issued by any entity or enterprise for purposes consistent with the purpose of the Bank;

Invest funds, not needed in its ongoing operations, in the territories of member states in such obligations of member states or nationals thereof as it may determine, and invest funds held by the Bank for pensions or purposes in the territories of member states in marketable securities issued by member states or nationals thereof; and

Exercise such other powers and establish such rules and regulations as may be necessary or appropriate in furtherance of its purpose and functions, consistent with the provisions of this Agreement.

The Bank may request any member of the Bank to loan amounts of its currency to the Bank in order to cover the costs of expenditure in respect of goods and services produced in the territory of that member for the purpose of a project to be implemented in the territory of another member.

Unless the member concerned invokes economic and financial difficulties, which, in its opinion, are likely to be provoked or aggravated by the granting of such a loan to the Bank, that member shall comply with the request of the Bank. The loan shall be made for a period to be agreed with the Bank, which shall be in relation to the duration of the project that the proceeds of that loan are designed to finance.

Unless the member state agrees otherwise, the aggregate amount outstanding in respect to its loans made to the Bank pursuant to this Article shall not, at any time, exceed the equivalent of the amount of its subscription to the capital stock of the Bank.

Loans to the Bank made pursuant to this Article shall bear interest, payable by the Bank to the lending member, at a rate that shall correspond to the average interest rate paid by the Bank on its borrowings for Special Funds during a period of one (1) year preceding the conclusion of the loan Agreement. This rate shall in no event exceed a maximum rate that the Board of Governors shall determine from time to time.

The Bank shall repay the loan, and pay the interest due in respect thereof, in the currency of the lending member or in a currency acceptable to the latter.

All resources obtained by the Bank by virtue of the provisions of this article shall constitute a Special Fund.

Members may not maintain or impose any restrictions on the holding or use by the Bank or by any recipient from the Bank, for payments in anywhere, of the following:

Members may not maintain or impose any restriction on the holding or use by the Bank or by any recipient from the Bank, for payments anywhere, of currency of a member received by the Bank which does not come within the provisions of the preceding paragraph, unless:

Members may not maintain or impose any restrictions on the holding or use by the Bank, for making amortization or anticipatory payments or for repurchasing, in whole or in part, the Bank’s own obligations, of currencies received by the Bank in repayments of direct loans made out of its ordinary capital resources.

The bank shall not use currencies which it holds for the purchase of the currencies of its other members or of non-members except:

Nothing herein contained shall prevent the Bank from using the currency of any member for administrative expenses incurred by the Bank in the territory of such member.

Whenever (a) the par value in the International Monetary Fund of the currency of a member is reduced in terms of the SDR, or (b) in the opinion of the Bank, after consultation with the International Monetary Fund, the foreign exchange value of the member’s currency has depreciated to a significant extent, that member shall pay to the Bank within a reasonable time an additional amount of its currency required to maintain the value of all such currency held by the Bank on account of its subscription.

Whenever (a) the par value in the International Monetary Fund of the currency of a member is increased in terms of the SDR, or (b) in the opinion of the Bank, after consultation with the International Monetary Fund, the foreign exchange value of a member’s currency has appreciated to a significant extent, the Bank shall pay to that member within a reasonable time an amount of that currency required to adjust the value of all such currency held by the Bank on account of its subscription.

The Bank may waive the provisions of this Article when a uniform proportionate change in the par value of the currencies of all its members takes place.

Each member shall appoint and be represented on the Board of Governors by one Governor and one Alternate Governor. Each Governor and each Alternate Governor shall serve at the pleasure of the appointing member. No Alternate Governor shall vote except in the absence of his Governor. At its annual meeting, the Board of Governors shall designate one of the Governors as Chairman of the meeting and who shall hold office until the election of the next Chairman during the following annual meeting of the Board of Governors.

Governors and Alternate Governors shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings of the Bank.

All the powers of the Bank shall be vested in the Board of Governors. In particular, the Board of Governors shall issue general directives concerning the lending policies of the Bank

The Board of Governors may delegate to the Board of Directors any or all its powers, except the power to:

The Board of Governors shall retain full powers to exercise authority over any matter delegated to the Board of Directors under paragraph 2 of this Article.

The Board shall hold an annual meeting and such other meetings as may be provided for by the Board of Governors or called by the Board of Directors. Meetings of the Board of Governors shall be called, by the Board of Directors, whenever requested by five (5) members of the Bank, or by members having one-quarter of the total voting power of the membership.

A majority of the Governors representing not less than three-quarters of the total voting power of the membership shall constitute a quorum for any meeting of the Board of Governors.

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 issue without calling a meeting of the Board of Governors.

The Board of Governors, and the Board of Directors to the extent authorized, may establish such subsidiary bodies and adopt such rules and regulations as may be necessary or appropriate to conduct the business of the Bank.

The Board of Directors shall be composed of (a number to be determined by the Governors. However I propose 20), members who shall not be Governors or Alternate Governors. The Board of Governors, in accordance with the rules and procedures set in annex to this Agreement, shall elect the Directors. In electing the Board of Directors, the Board of Governors shall have due regard to relevant experience and high competence in national and international economic and financial issues for the office.

The Board of Governors may decide to change the number of the members of the Board of Directors only by a three-quarters majority of the total voting power of the membership.

Each Director shall appoint an alternate Director who shall act for him in his absence. Directors and alternate Directors shall be nationals of member countries. An alternate Director may participate in meetings of the Board of Directors but may vote only when he is acting in place of his Director.

Directors shall be elected for a term of two (2) years and may be reelected. They shall remain in office until their successors have been elected. If the office of a Director becomes vacant more than one hundred eighty (180) days before the end of his term, a successor shall be elected (or chosen) in accordance with Annex II to this Agreement, for the remainder of the term, by the Board of Governors at its next meeting. While the office remains vacant, the alternate Director of the former Director shall exercise the powers of the latter except that of appointing an alternate.

Prepare the work of the Board of Governors;

In conformity with the general directions of the Board of Governors, take the decisions concerning loans, guarantees, investments in equity capital, borrowing and other operations by the Bank;

Determine the rates of interest for direct loans and of commissions for guarantees;

Submit the accounts for each financial year and an annual report for approval to the Board of Governors at each annual meeting; and

Approve the annual budgets of the Bank.

The Board of Directors shall function in continuous at the headquarters of the Bank and shall meet as often as the business of the Bank may require.

A quorum for any meeting of the Board of Directors shall be a majority of the total number of Directors representing not less than seventy five (75) per cent of the total voting power of the membership.

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 to be considered by the Board.

The total voting power of each member of the Bank shall consist of the sum of its basic votes and proportional votes.

In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member that such Governor represents. Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall, in general, be decided by a majority of the voting power represented at the meeting.

In voting in the Board of Directors, each Director shall be entitled to cast the number of votes that counted towards his election which votes need not be cast as a unit. Except as otherwise expressly provided in this Agreement, all matters before the Board of Directors shall be decided by a majority of the voting power represented at the meeting.

The Board of Governors shall appoint, by a majority of the total voting power of the membership (including a majority of the total voting power of the regional members, if and when membership will be open to nonregional countries), the President of the Bank. She/He shall be a national of a Member State of the African Union. While holding office, the President shall not be a Governor, a Director or alternate for either.

The term of office of the President shall be five (5) years. It may be renewed, provided, however, that no President may serve for more than three consecutive terms of five years each. If the office of the President, for any reason, becomes vacant more than one hundred eighty (180) days before the end of the incumbent President’s term, a successor shall be elected for the remaining portion of such term by the Board of Governors in accordance with the provisions of paragraph 1 of this Article. If the office of the President, for nay reason, becomes vacant one hundred and eighty (180) days or less before the end of the incumbent President’s term, an Acting President may be appointed by the Board of Governors until a new President is elected for a full five-year term.

The President shall be suspended or removed from office if the Board of Governors so decides by a majority of the total voting power of the members (including a majority of the total voting power of the regional members, if and when membership will be open to non-regional countries). The Board of Governors shall, upon the suspension or removal of the President from office, appoint an Acting President or, as the case may be, elect a new President.

The Chairman of the Board of Governors, upon a written request by Governors, including those representing at least fifty (50) per cent of the total voting power of the regional members, shall convene a meeting of the Board of Governors to consider the suspension or removal of the President.

The President shall be Chairman of the Board of Directors but shall have no vote, except a deciding vote in case of an equal division of votes. He may participate in meetings of the Board of Governors but shall not vote.

The President shall be the legal representative of the Bank.

The Bank shall adopt regulations, which shall determine who shall legally represent the Bank and perform the other duties of the President in the event that she/he is absent or that her/his office should become vacant.

The President shall be chief of the staff of the Bank and shall conduct, under the direction of the Board of Directors, the current business of the Bank. She/He shall be responsible for the organization, appointment and dismissal of the officers and staff of the Bank, including the Executive Vice-President and the Vice- Presidents, whom she/he shall appoint, fix their terms of employment, in accordance with the rules and regulations adopted by the Bank. In the exercise of her/his powers of appointment and release of the Executive Vice-President and Vice-Presidents, the President shall act in consultation with the Board of Directors.

In appointing the officers and staff of the Bank, the President shall, subject to the paramount requirement of securing the highest standards of efficiency and technical skills, pay due regard to the recruitment of personnel on as wide a regional representation as possible.

The Board of Directors on the recommendation of the President shall appoint one Executive Vice-President and a number of Vice- Presidents. The Executive Vice-President and the Vice-Presidents 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 of or incapacity of the President, the Executive Vice-President shall exercise the authority and perform the functions of the President. In the absence of the Executive Vice-President, a designated Vice-President shall exercise the functions and perform the functions of the President.

The Executive Vice-President and the Vice-Presidents may participate in meetings of the Board of Directors but shall no vote at such meetings, except that the Executive Vice-President shall cast the deciding vote when acting on behalf of the President.

The Bank shall not accept loans or assistance that may in any way limit, prejudice, deflect or otherwise alter its purpose or functions.

The Bank, its President, Executive Vice-President, Vice-Presidents, officers and staff shall not interfere in the political affairs of any member state, nor shall they be influenced in their decisions by the political character of the member state concerned. Only economic considerations shall be relevant to their decisions. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions of the Bank.

The President, Executive Vice-President, Vice-Presidents, officers and staff of the Bank, in the discharge of their duties, 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.

The principal office of the Bank shall be located in Tripoli, Libya.

The Bank may establish agencies or branch offices in other regional economic communities (RECs).

Each member state shall designate an appropriate official entity with which the Bank may communicate in connection with any matter arising under this Agreement.

Each member shall designate its central bank, or such other agency as may be agreed upon with the Bank, as a depository with which the Bank may keep its holdings of currency of that member state as well as other assets of the Bank.

The Bank may hold its assets with such depositories as the Board of Directors shall determine.

The Bank shall endeavor to make available the text of this Agreement and all its important documents in all official languages of the African Union. However, the working languages of the Bank shall be English and French.

Members shall provide the Bank with all information it may request of them in order to facilitate the conduct of its operations.

The Bank shall publish and transmit to its members an annual report containing an audited statement of its accounts. It shall also transmit quarterly to the members a summary of its financial position and a profit and loss statement showing the results of its operations.

The Bank may also publish such other reports as it deems desirable to carry out its mandate and functions. They shall be transmitted to the members of the Bank.

The Board of Governors shall determine annually what part of the net income of the Bank shall be allocated, after making provision for reserves, to surplus and what part, if any, shall be distributed to the members.

The distribution referred to in the preceding paragraph shall be made in proportion to the number of shares held by each member.

Payments shall be made in such a manner and in such currency as the Board of Governors shall determine.

Any member may withdraw from the Bank at any time by delivering a notice in writing to the Bank at its principal office.

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 the date the Bank has received that notice. However, at any time before the withdrawal become finally effective, the member may notify the Bank in writing of the cancellation of its notice of intention to withdraw.

A withdrawing member shall remain liable for all direct and contingent obligations to the Bank to which it was subject at the date of delivery of the withdrawal notice. If the withdrawal becomes finally effective, the withdrawing member shall incur any liability for obligations resulting from operations of the Bank effected after the date on which the withdrawal notice was received by the Bank.

If a member fails to fulfill any obligation to the Bank, the Board of Governors may suspend such member by a number of Governors, representing not less than three-quarters of the total voting power of the membership.

The member so suspended shall automatically cease to be a member of the Bank one (1) year from the date of its suspension unless the Board of Governors, during the one-year period, decides by the same majority necessary for suspension to restore the member to good standing.

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.

After the date on which a country ceases to be a member, it shall remain liable for its direct obligations to the Bank and for contingent liabilities to the Bank so long as any part of the loans or guarantees contracted before it ceased to be a member is outstanding, but it shall not incur liabilities with respect to loans and guarantees entered into thereafter by the Bank nor share either in the income or the expenses of the Bank.

At the time a country ceases to be a member, the Bank shall arrange for the repurchase of such country’s shares by the Bank as a part of the settlement of accounts with such country in accordance with the provisions of paragraphs 3 and 4 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 the country ceases to be a member.

The payment for shares repurchased by the Bank under this Article shall be governed by the following:

If the Bank terminates its operations pursuant to Article 46 of this Agreement within six (6) months of the date upon which any country ceases to be a member, all rights of the country concerned shall be determined in accordance with the provisions of Article 47 and 48 of this Agreement. Such country shall be considered as still a member for purposes of such Articles but shall have no voting rights.

The Bank may terminate its operations by a resolution of the Board of Governors approved by a majority of Governors representing not less than three-quarters of the total voting power of the membership.

After such termination, the Bank shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation ao its assets and settlement of its obligations.

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 and in respect of the depreciation of their currencies shall continue until all claims of creditors, including all contingent claims shall have been discharged.

All creditors holding direct claims shall first be paid out of the assets of the Bank and then out of payments to the Bank or unpaid or callable subscriptions. Before making any payments to creditors holding 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 contingent claims.

In the event of termination of the operations of the Bank, no distribution of assets shall be made to members on account of their subscriptions to the capital stock of the Bank until all liabilities to creditors have been discharged or provided for. Moreover, such distribution must be approved by the Board of Governors by a vote of Governors representing not less than three-quarters of the total voting power of the membership.

After a decision has been taken to distribute the assets of the Bank, in accordance with the preceding paragraph, the Board of Directors may decide to make successive distribution of such assets. This distribution shall be subject to the prior settlement of all outstanding claims of the Bank against each member.

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 asset.

The Board of Directors shall value the assets to be distributed at the date of distribution and then proceed to distribute in the following manner:

Any member receiving assets distributed by the Bank in accordance with the preceding paragraph shall enjoy the same rights with respect to such assets as the Bank enjoyed before their distribution.

To contract;

To acquire, dispose of, immovable and movable property; and

To institute legal proceedings.

The Bank shall enjoy immunity from every form of legal process except in cases arising out of or in connection with the exercise of its powers to borrow financial resources, to guarantee obligations, or to buy and sell or underwrite the sale of securities, in which cases actions may be brought against the Bank in a court of competent jurisdiction in the territory of a country in which the Bank has its principal or a branch office, or 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.

Not withstanding the provisions of paragraph 1 of this Article, no action shall be brought against the Bank by any member, or by any agency or instrumentality of a member, or by any entity or person directly or indirectly acting for or deriving claims from a member or from any agency or instrumentality of a member. Members shall have recourse to such special procedures for the settlement of controversies between the Bank and its members as may be prescribed in this Agreement, in the by-laws and regulations of the Bank, or in contracts entered into with the Bank.

The property and assets of the Bank, shall, wherever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of final judgment against the Bank.

The property and assets of the Bank, wherever located and by whomsoever held, shall be immune for search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action.

The archives of the Bank, and, in general, all documents belonging to it, or held by it, shall inviolable, wherever located.

Shall be immune from legal process with respect to acts performed by them in their capacity, except when the Bank waives their immunity;

Where they are not local citizens or 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

Shall be granted the same treatment in respect of traveling facilities as is accorded by members to representatives, officials and employees of comparable rank of other members.

The Bank, its property, other assets, income and its operations and transactions, shall be exempt from all taxation and from all customs duties. The Bank shall also be exempt from any obligation for the payment, withholding or collection of any tax or duty.

No tax shall be levied on or in respect of salaries and emoluments paid by the Bank to Directors, alternates, officers or employees of the Bank, including experts performing missions for the Bank, except where a member deposits with its instrument of ratification or acceptance a declaration that such member retains for itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to citizens and nationals of such member.

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:

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:

This Agreement may be amended only by a resolution of the Board of Governors approved by a vote of the Governors representing not less than three-quarters of the total voting power of the membership.

Notwithstanding the provisions of paragraph 1 of this Article, the unanimous agreement of the Board of Governors shall be required for the approval of any amendment modifying:

Any proposal to amend this Agreement, whether emanating from a member or the Board of Directors, shall be communicated to the Chairman of the Board of Governors, who shall bring the proposal before the Board of Governors. When an amendment has been adopted, the Bank shall so certify in an official communication addressed to all members. Amendments shall enter into force for all members three (3) months after the date of the official communication unless the Board of Governors specifies therein a different period.

Any question of interpretation or application of the provisions of this Agreement arising between any member and the Bank, or between two or more members of the Bank, shall be submitted to the Board of Directors for decision. If there is no Director of its nationality on the Board, a member particularly affected by the question under consideration shall be entitled to direct representation in the Board of Directors during such consideration; the representative of such member shall, however, have no vote. The Board of Governors shall regulate such right of representation.

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 necessary, act on the basis of the decision of the Board of Directors.

The original of this Agreement, in official languages of the African Union, shall remain open for signature at the African Union Commission in Addis Ababa, until March 31, 2006, by Governments of the countries listed in Annex A to this Agreement. This document shall thereafter be deposited with the Chairperson of the African Union Commission (hereinafter to be called the “Depository”).

The Depository shall send certified copies of this Agreement to all the Signatories and other member sates or countries which become members of the Bank.

This Agreement shall be subject to ratification or acceptance by the Signatories. Instruments of ratification or acceptance shall be deposited with the Depository not later than December 31, 2006. The Depository shall duly notify the other Signatories of each deposit and the date thereof.

A Signatory whose instrument of ratification or acceptance 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 or acceptance is deposited.

Member States of the African Union, which do not become members of the Bank in accordance with the provisions of paragraph 1 of this Article, may acquire membership after this Agreement has entered into force by accession thereto on such terms, as the Board of Governors shall determine. The Government of any such member state shall deposit, on or before a date chosen by that Board, an instrument of accession with the Depository who shall notify such deposit and the date thereof to the Bank and to other Signatories of this Agreement. Upon the deposit, the Member State shall become member of the Bank on the chosen date.

As soon as this Agreement enters into force, each member shall appoint a Governor, and the Chairperson of the African Union Commission shall call the inaugural meeting of the Board of Governors.

At its inaugural meeting, the Board of Governors:

The Bank shall notify its members of the date of the beginning of its operations.