MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT (cap_548) | MT

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Preamble — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

CHAPTER 548

MALTA MEMBERSHIP OF THE ASIAN

INFRASTRUCTURE INVESTMENT BANK ACT

To enable Malta to become a founding member of the Asian

Infrastructure Investment Bank.

22nd December, 2015

ACT XLIV of 2015 .

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 1 Short title. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The short title of this Act is the Malta Membership of the

Asian Infrastructure Investment Bank Act.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Schedule — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

(Article 2)

ASIAN INFRASTRUCTURE INVESTMENT BANK

Articles of Agreement

FINAL TEXT FOR ADOPTION

at 5th Chief Negotiators’ Meeting

May 22, 2015

The countries on whose behalf the present Agreement is signed agree as follows

CONSIDERING the importance of regional cooperation to sustain growth and

promote economic and social development of the economies in Asia and thereby

contribute to regional resilience against potential financial crises and other external

shocks in the context of globalization;

ACKNOWLEDGING the significance of infrastructure development in

expanding regional connectivity and improving regional integration, thereby

promoting economic growth and sustaining social development for the people in

Asia, and contributing to global economic dynamism;

REALIZING that the considerable long-term need for financing infrastructure

development in Asia will be met more adequately by a partnership among existing

multilateral development banks and the Asian Infrastructure Investment Bank

(hereinafter referred to as the “Bank”);

CONVINCED that the establishment of the Bank as a multilateral financial

institution focused on infrastructure development will help to mobilize much needed

additional resources from inside and outside Asia and to remove the financing

bottlenecks faced by the individual economies in Asia, and will complement the

existing multilateral development banks, to promote sustained and stable growth in

Asia;

HAVE AGREED to establish the Bank, which shall operate in accordance with

the following

CHAPTER I

PURPOSE, FUNCTIONS AND MEMBERSHIP

Article 1

Purpose

1. The purpose of the Bank shall be to: (i) foster sustainable economic

development, create wealth and improve infrastructure connectivity in Asia by

investing in infrastructure and other productive sectors; and (ii) promote regional

cooperation and partnership in addressing development challenges by working in

close collaboration with other multilateral and bilateral development institutions.

2. Wherever used in this Agreement, references to “Asia” and “region” shall

include the geographical regions and composition classified as Asia and Oceania by

the United Nations, except as otherwise decided by the Board of Governors.

Article 2

Functions

To implement its purpose, the Bank shall have the following functions

(i)

to promote investment in the region of public and private capital for

development purposes, in particular for development of infrastructure

and other productive sectors;

(ii) to utilize the resources at its disposal for financing such development in

the region, including those projects and programs which will contribute

most effectively to the harmonious economic growth of the region as a

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

whole and having special regard to the needs of less developed members

in the region;

(iii) to encourage private investment in projects, enterprises and activities

contributing to economic development in the region, in particular in

infrastructure and other productive sectors, and to supplement private

investment when private capital is not available on reasonable terms and

conditions; and

(iv) to undertake such other activities and provide such other services as

may further these functions.

Article 3

Membership

1. Membership in the Bank shall be open to members of the International Bank

for Reconstruction and Development or the Asian Development Bank.

(a) Regional members shall be those members listed in Part A of Schedule

A and other members included in the Asia region in accordance with

Article 1. All other members shall be non-regional members.

(b) Founding Members shall be those members listed in Schedule A which,

on or before the date specified in Article 57, shall have signed this

Agreement and shall have fulfilled all other conditions of membership

before the final date specified under paragraph 1 of Article 58.

2. Members of the International Bank for Reconstruction and Development or

the Asian Development Bank which do not become members in accordance with

Article 58 may be admitted, under such terms and conditions as the Bank shall

determine, to membership in the Bank by a Special Majority vote of the Board of

Governors as provided in Article 28.

3. In the case of an applicant which is not sovereign or not responsible for the

conduct of its international relations, application for membership in the Bank shall

be presented or agreed by the member of the Bank responsible for its international

relations.

CHAPTER II

CAPITAL

Article 4

Authorized Capital

1. The authorized capital stock of the Bank shall be one hundred billion United

States dollars ($100,000,000,000), divided into one million (1,000,000) shares

having a par value of 100,000 dollars ($100,000) each, which shall be available for

subscription only by members in accordance with the provisions of Article 5.

2. The original authorized capital stock shall be divided into paid-in shares and

callable shares. Shares having an aggregate par value of twenty billion dollars

($20,000,000,000) shall be paid-in shares, and shares having an aggregate par value

of eighty billion dollars ($80,000,000,000) shall be callable.

3. The authorized capital stock of the Bank may be increased by the Board of

Governors by a Super Majority vote as provided in Article 28, at such time and

under such terms and conditions as it may deem advisable, including the proportion

between paid-in and callable shares.

4. The term “dollar” and the symbol “$” wherever used in this Agreement shall

be understood as being the official currency of payment of the United States of

America.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

Article 5

Subscription of Shares

1. Each member shall subscribe to shares of the capital stock of the Bank. Each

subscription to the original authorized capital stock shall be for paid-in shares and

callable shares in the proportion two (2) to eight (8). The initial number of shares

available to be subscribed by countries which become members in accordance with

Article 58 shall be that set forth in Schedule A.

2. The initial number of shares to be subscribed by countries which are

admitted to membership in accordance with paragraph 2 of Article 3 shall be

determined by the Board of Governors; provided, however, that no such subscription

shall be authorized which would have the effect of reducing the percentage of capital

stock held by regional members below seventy-five (75) per cent of the total

subscribed capital stock, unless otherwise agreed by the Board of Governors by a

Super Majority vote as provided in Article 28.

3. The Board of Governors may, at the request of a member, increase the

subscription of such member on such terms and conditions as the Board may

determine by a Super Majority vote as provided in Article 28; provided, however,

that no such increase in the subscription of any member shall be authorized which

would have the effect of reducing the percentage of capital stock held by regional

members below seventy-five (75) per cent of the total subscribed capital stock,

unless otherwise agreed by the Board of Governors by a Super Majority vote as

provided in Article 28.

4. The Board of Governors shall at intervals of not more than five (5) years

review the capital stock of the Bank. In case of an increase in the authorized capital

stock, each member shall have a reasonable opportunity to subscribe, under such

terms and conditions as the Board of Governors shall determine, to a proportion of

the increase of stock equivalent to the proportion which its stock theretofore

subscribed bears to the total subscribed capital stock immediately prior to such

increase. No member shall be obligated to subscribe to any part of an increase of

capital stock.

Article 6

Payment of Subscriptions

1. Payment of the amount initially subscribed by each Signatory to this

Agreement which becomes a member in accordance with Article 58 to the paid-in

capital stock of the Bank shall be made in five (5) installments, of twenty (20) per

cent each of such amount, except as provided in paragraph 5 of this Article. The first

installment shall be paid by each member within thirty (30) days after entry into

force of this Agreement, or on or before the date of deposit on its behalf of its

instrument of ratification, acceptance or approval in accordance with paragraph 1 of

Article 58, whichever is later. The second installment shall become due one (1) year

from the entry into force of this Agreement. The remaining three (3) installments

shall become due successively one (1) year from the date on which the preceding

installment becomes due.

2. Each installment of the payment of initial subscriptions to the original paid-

in capital stock shall be paid in dollars or other convertible currency, except as

provided in paragraph 5 of this Article. The Bank may at any time convert such

payments into dollars. All rights, including voting rights, acquired in respect of paid-

in and associated callable shares for which such payments are due but have not been

received shall be suspended until full payment is received by the Bank.

3. Payment of the amount subscribed to the callable capital stock of the Bank

shall be subject to call only as and when required by the Bank to meet its liabilities.

In the event of such a call, payment may be made at the option of the member in

dollars or in the currency required to discharge the obligations of the Bank for the

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

purpose of which the call is made. Calls on unpaid subscriptions shall be uniform in

percentage on all callable shares.

4. The Bank shall determine the place for any payment under this Article,

provided that, until the inaugural meeting of the Board of Governors, the payment of

the first installment referred to in paragraph 1 of this Article shall be made to the

Government of the People’s Republic of China, as Trustee for the Bank.

5. A member considered as a less developed country for purposes of this

paragraph may pay its subscription under paragraphs 1 and 2 of this Article, as an

alternative, either

(a) entirely in dollars or other convertible currency in up to ten (10)

installments, with each such installment equal to ten (10) percent of the

total amount, the first and second installments due as provided in

paragraph 1, and the third through tenth installments due on the second

and subsequent anniversary dates of the entry into force of this

Agreement; or

(b) with a portion in dollars or other convertible currency and a portion of

up to fifty (50) per cent of each installment in the currency of the

member, following the schedule of installments provided in paragraph 1

of this Article. The following provisions shall apply to payments under

this sub-paragraph (b)

(i) The member shall advise the Bank at the time of subscription

under paragraph 1 of this Article of the proportion of payments to

be made in its own currency.

(ii) Each payment of a member in its own currency under this

paragraph 5 shall be in such amount as the Bank determines to be

equivalent to the full value in terms of dollars of the portion of the

subscription being paid. The initial payment shall be in such

amount as the member considers appropriate hereunder but shall

be subject to such adjustment, to be effected within ninety (90)

days of the date on which such payment was due, as the Bank

shall determine to be necessary to constitute the full dollar

equivalent of such payment.

(iii) Whenever in the opinion of the Bank, the foreign exchange value

of a 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.

(iv) Whenever in the opinion of the Bank, 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.

(v) The Bank may waive its rights to payment under sub-paragraph

(iii) and the member may waive its rights to payment under sub-

paragraph (iv).

6. The Bank shall accept from any member paying its subscription under sub-

paragraph 5 (b) of this Article promissory notes or other obligations issued by the

Government of the member, or by the depository designated by such member, in lieu

of the amount to be paid in the currency of the member, provided such amount is not

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

required by the Bank for the conduct of its operations. Such notes or obligations

shall be non-negotiable, non-interest-bearing, and payable to the Bank at par value

upon demand.

Article 7

Terms of Shares

1. Shares of stock initially subscribed by members shall be issued at par. Other

shares shall be issued at par unless the Board of Governors by a Special Majority

vote as provided in Article 28 decides in special circumstances to issue them on

other terms.

2. Shares of stock shall not be pledged or encumbered in any manner

whatsoever, and they shall be transferable only to the Bank.

3. The liability of the members on shares shall be limited to the unpaid portion

of their issue price.

4. No member shall be liable, by reason of its membership, for obligations of

Article 8

Ordinary Resources

As used in this Agreement, the term "ordinary resources" of the Bank shall include

the following

(i)

authorized capital stock of the Bank, including both paid-in and callable

shares, subscribed pursuant to Article 5;

(ii) funds raised by the Bank by virtue of powers conferred by paragraph 1

of Article 16, to which the commitment to calls provided for in

paragraph 3 of Article 6 is applicable;

(iii) funds received in repayment of loans or guarantees made with the

resources indicated in sub-paragraphs (i) and (ii) of this Article or as

returns on equity investments and other types of financing approved

under sub-paragraph 2 (vi) of Article 11 made with such resources;

(iv) income derived from loans made from the aforementioned funds or from

guarantees to which the commitment to calls set forth in paragraph 3 of

Article 6 is applicable; and

(v) any other funds or income received by the Bank which do not form part

of its Special Funds resources referred to in Article 17 of this

Agreement.

CHAPTER III

OPERATIONS OF THE BANK

Article 9

Use of Resources

The resources and facilities of the Bank shall be used exclusively to implement the

purpose and functions set forth, respectively, in Articles 1 and 2, and in accordance

with sound banking principles.

Article 10

Ordinary and Special Operations

1. The operations of the Bank shall consist of

(i)

ordinary operations financed from the ordinary resources of the Bank,

referred to in Article 8; and

(ii) special operations financed from the Special Funds resources referred to

in Article 17.

The two types of operations may separately finance elements of the same project

or program.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

2. The ordinary resources and the Special Funds resources of the Bank shall at

all times and in all respects be held, used, committed, invested or otherwise disposed

of entirely separately from each other. The financial statements of the Bank shall

show the ordinary operations and special operations separately.

3. The ordinary resources of the Bank shall, under no circumstances, be

charged with, or used to discharge, losses or liabilities arising out of special

operations or other activities for which Special Funds resources were originally used

or committed.

4. Expenses appertaining directly to ordinary operations shall be charged to the

ordinary resources of the Bank. Expenses appertaining directly to special operations

shall be charged to the Special Funds resources. Any other expenses shall be charged

as the Bank shall determine.

Article 11

Recipients and Methods of Operation

1. (a) The Bank may provide or facilitate financing to any member, or any

agency, instrumentality or political subdivision thereof, or any entity or

enterprise operating in the territory of a member, as well as to

international or regional agencies or entities concerned with economic

development of the region.

(b) The Bank may, in special circumstances, provide assistance to a

recipient not listed in sub-paragraph (a) above only if the Board of

Governors, by a Super Majority vote as provided in Article 28: (i) shall

have determined that such assistance is designed to serve the purpose

and come within the functions of the Bank and is in the interest of the

Bank’s membership; and (ii) shall have specified the types of assistance

under paragraph 2 of this Article that may be provided to such recipient.

2. The Bank may carry out its operations in any of the following ways

(i) by making, co-financing or participating in direct loans;

(ii) by investment of funds in the equity capital of an institution or

enterprise;

(iii) by guaranteeing, whether as primary or secondary obligor, in whole or

in part, loans for economic development;

(iv) by deploying Special Funds resources in accordance with the

agreements determining their use;

(v) by providing technical assistance in accordance with Article 15; or

(vi) through other types of financing as may be determined by the Board of

Governors, by a Special Majority vote as provided in Article 28.

Article 12

Limitations on Ordinary Operations

1. The total amount outstanding of loans, equity investments, guarantees and

other types of financing provided by the Bank in its ordinary operations under sub-

paragraphs 2 (i), (ii), (iii) and (vi) of Article 11 shall not at any time be increased, if

by such increase the total amount of its unimpaired subscribed capital, reserves and

retained earnings included in its ordinary resources would be exceeded.

Notwithstanding the provisions of the preceding sentence, the Board of Governors

may, by a Super Majority vote as provided in Article 28, determine at any time that,

based on the Bank’s financial position and financial standing, the limitation under

this paragraph may be increased, up to 250% of the Bank’s unimpaired subscribed

capital, reserves and retained earnings included in its ordinary resources.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

2. The amount of the Bank’s disbursed equity investments shall not at any time

exceed an amount corresponding to its total unimpaired paid-in subscribed capital

and general reserves.

Article 13

Operating Principles

The operations of the Bank shall be conducted in accordance with the principles

set out below.

1. The Bank shall be guided by sound banking principles in its operations.

2. The operations of the Bank shall provide principally for the financing of

specific projects or specific investment programs, for equity investment, and for

technical assistance in accordance with Article 15.

3. The Bank shall not finance any undertaking in the territory of a member if

that member objects to such financing.

4. The Bank shall ensure that each of its operations complies with the Bank’s

operational and financial policies, including without limitation, policies addressing

environmental and social impacts.

5. In considering an application for financing, the Bank shall pay due regard to

the ability of the recipient to obtain financing or facilities elsewhere on terms and

conditions that the Bank considers reasonable for the recipient, taking into account

all pertinent factors.

6. In providing or guaranteeing financing, the Bank shall pay due regard to the

prospects that the recipient and guarantor, if any, will be in a position to meet their

obligations under the financing contract.

7. In providing or guaranteeing financing, the financial terms, such as rate of

interest and other charges and the schedule for repayment of principal shall be such

as are, in the opinion of the Bank, appropriate for the financing concerned and the

risk to the Bank.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 2 Interpretation. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

In this Act, unless the context otherwise requires

"Agreement" means the Articles of Agreement of the Asian

Infrastructure Investment Bank (being the Articles of Agreement

adopted on the 22nd May 2015) as set out in the Schedule to this

Act;

"Bank" means the Asian Infrastructure Investment Bank;

"Central Bank of Malta" means the bank established by article 3

of the Central Bank of Malta Act;

"Malta" has the same meaning as is assigned to it in article 124

of the Constitution;

"Minister" means the Minister responsible for finance;

"payment of subscriptions" means the payment mechanism

established by the Agreement;

"trustee for the Bank" means the Government of the People’s

Republic of China.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Schedule A — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

Initial Subscriptions to the Authorized Capital Stock for Countries Which May

Become Members in accordance with Article 58

Number of Shares

Capital Subscription

(in million $)

PART A.

REGIONAL MEMBERS

Australia

36,912

3,691.2

Azerbaijan

2,541

254.1

Bangladesh

6,605

660.5

Brunei Darussalam

52.4

Cambodia

62.3

China

297,804

29,780.4

Georgia

53.9

India

83,673

8,367.3

Indonesia

33,607

3,360.7

Iran

15,808

1,580.8

Israel

7,499

749.9

Jordan

1,192

119.2

Kazakhstan

7,293

729.3

Korea

37,388

3,738.8

Kuwait

5,360

536.0

Kyrgyz Republic

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 3 Authority to participate in the Agreement as founding member. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

Subject to the provisions of this Act, the Government of

Malta shall participate in the Agreement as a founding member,

Governor and an alternate Governor within the Board of

Governors, and as Director and alternate Director, in accordance

with the terms and conditions set out in the Agreement, as may be

amended from time to time.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Schedule B — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

ELECTION OF DIRECTORS

The Board of Governors shall prescribe rules for the conduct of each election of

Directors, in accordance with the following provisions.

1. Constituencies. Each Director shall represent one or more members in a

constituency. The total aggregate voting power of each constituency shall consist of

the votes which the Director is entitled to cast under paragraph 3 of Article 28.

2. Constituency Voting Power. For each election, the Board of Governors shall

establish a Minimum Percentage for constituency voting power for Directors to be

elected by Governors representing regional members (Regional Directors) and a

Minimum Percentage for constituency voting power for Directors to be elected by

Governors representing non-regional members (Non-Regional Directors).

(a) The Minimum Percentage for Regional Directors shall be set as a

percentage of the total votes eligible to be cast in the election by the

Governors representing regional members (Regional Governors). The

initial Minimum Percentage for Regional Directors shall be 6%.

(b) The Minimum Percentage for Non-Regional Directors shall be set as a

percentage of the total votes eligible to be cast in the election by the

Governors representing non-regional members (Non-Regional

Governors). The initial Minimum Percentage for Non-Regional

Directors shall be 15%.

3. Adjustment Percentage. In order to adjust voting power across

constituencies when subsequent rounds of balloting are required under paragraph 7

below, the Board of Governors shall establish, for each election, an Adjustment

Percentage for Regional Directors and an Adjustment Percentage for Non-Regional

Directors. Each Adjustment Percentage shall be higher than the corresponding

Minimum Percentage.

(a) The Adjustment Percentage for Regional Directors shall be set as a

percentage of the total votes eligible to be cast in the election by the

Regional Governors. The initial Adjustment Percentage for Regional

Directors shall be 15%.

(b) The Adjustment Percentage for Non-Regional Directors shall be set as a

percentage of the total votes eligible to be cast in the election by the

Non-Regional Governors. The initial Adjustment Percentage for Non-

Regional Directors shall be 60%.

4. Number of Candidates. For each election, the Board of Governors shall

establish the number of Regional Directors and Non-Regional Directors to be

elected, in light of its decisions on the size and composition of the Board of

Directors pursuant to paragraph 2 of Article 25.

(a) The initial number of Regional Directors shall be nine.

(b) The initial number of Non-Regional Directors shall be three.

5. Nominations. Each Governor may only nominate one person. Candidates for

the office of Regional Director shall be nominated by Regional Governors.

Candidates for the office of Non-Regional Director shall be nominated by Non-

Regional Governors.

6. Voting. Each Governor may vote for one candidate, casting all of the votes

to which the member appointing him is entitled under paragraph 1 of Article 28. The

election of Regional Directors shall be by ballot of Regional Governors. The election

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

of Non-Regional Directors shall be by ballot of Non-Regional Governors.

7. First Ballot. On the first ballot, candidates receiving the highest number of

votes, up to the number of Directors to be elected, shall be elected as Directors,

provided that, to be elected, a candidate shall have received a sufficient number of

votes to reach the applicable Minimum Percentage.

(a) If the required number of Directors is not elected on the first ballot, and

the number of candidates was the same as the number of Directors to be

elected, the Board of Governors shall determine the subsequent actions

to complete the election of Regional Directors or the election of Non-

Regional Directors, as the case may be.

8. Subsequent Ballots. If the required number of Directors is not elected on the

first ballot, and there were more candidates than the number of Directors to be

elected on the ballot, there shall be subsequent ballots, as necessary. For subsequent

(a) The candidate receiving the lowest number of votes in the preceding

ballot shall not be a candidate in the next ballot.

(b) Votes shall be cast only by: (i) Governors who voted in the preceding

ballot for a candidate who was not elected; and (ii) Governors whose

votes for a candidate who was elected are deemed to have raised the

votes for that candidate above the applicable Adjustment Percentage

under (c) below.

(c) The votes of all the Governors who cast votes for each candidate shall

be added in descending order of number, until the number of votes

representing the applicable Adjustment Percentage has been exceeded.

Governors whose votes were counted in that calculation shall be

deemed to have cast all their votes for that Director, including the

Governor whose votes brought the total over the Adjustment

Percentage. The remaining Governors whose votes were not counted in

that calculation shall be deemed to have raised the candidate’s total

votes above the Adjustment Percentage, and the votes of those

Governors shall not count towards the election of that candidate. These

remaining Governors may vote in the next ballot.

(d) If in any subsequent ballot, only one Director remains to be elected, the

Director may be elected by a simple majority of the remaining votes.

All such remaining votes shall be deemed to have counted towards the

election of the last Director.

9. Assignment of Votes. Any Governor who does not participate in voting for

the election or whose votes do not contribute to the election of a Director may assign

the votes to which he is entitled to an elected Director, provided that such Governor

shall first have obtained the agreement of all those Governors who have elected that

Director to such assignment.

10. Founding Member Privileges. The nomination and voting by Governors for

Directors and the appointment of Alternate Directors by Directors shall respect the

principle that each Founding Member shall have the privilege to designate the

Director or an Alternate Director in its constituency permanently or on a rotating

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 4 Authorization for signing of and acceptance of the Agreement. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The Minister is hereby authorised on behalf of the

Government of Malta to sign the Agreement and to deposit with the

Government of the People’s Republic of China the instrument of

acceptance of the said Agreement and of the terms and conditions

prescribed thereunder relating to the admission of Malta to

membership, or by instrument under his hand to empower such

person as may be named in such instrument to sign the said

Agreement and to deposit the said instrument of acceptance as

aforesaid.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 5 Financial provisions relating to membership of the Agreement. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

(1)

It shall be the function of the Central Bank of Malta -

(a) to pay the amounts from time to time payable to the

Bank on account of Malta under the provisions of the

Agreement;

(b) on behalf of Malta to fulfil all its obligations, to

exercise all its rights and to perform all its functions

ensuring from Malta’s participation in the Agreement.

(2) The Central Bank of Malta may, if it thinks fit, create and

issue to the Bank any such non-interest bearing and non-negotiable

promissory notes or other obligations as are provided for by Article

6(6) of the Agreement (which Article relates to the acceptance by

the Bank of promissory notes or similar obligations in place of

currency).

(3) The Central Bank of Malta is hereby authorised to receive

from the Bank any sums relating to Malta’s subscription and any

sums to be received by reason of operations or transactions

between Malta and the Bank under Chapter III of the Agreement.

(4) Any interest due to Malta or any charge or assessment due

by Malta, as the case may be, by reason of Malta’s membership in

the Bank, shall be payable to or by the Central Bank of Malta on

behalf of Malta.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 6 Certain provisions of the Agreement given force of law in Malta. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

(1) The provisions of Articles 45 to 51 inclusive of

Chapter IX of the Agreement shall have the force of law in Malta,

so however that, nothing in Article 51 of Chapter IX of the

Agreement shall be construed -

(a) as entitling the Bank to import goods free of customs

duty without any restriction on their subsequent sale in

Malta;

(b) as conferring on the Bank any exemption from taxes

and duties which form part of the price of goods

acquired by the Bank in Malta; or

(c) as conferring on the Bank any exemption from taxes or

duties which are in fact no more than charges for

services rendered.

(2) Notwithstanding the provisions of any other law, no tax of

any kind shall be levied on any obligation or security issued by the

Bank or on any obligation or security guaranteed by the Bank.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 7 Power of the Minister to make orders. — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The Minister may by order make such provisions as are

necessary for carrying into effect any of the provisions of the

Agreement.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 8 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The Bank shall place no restriction upon the procurement of goods and

services from any country from the proceeds of any financing undertaken in the

ordinary or special operations of the Bank.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 9 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The Bank shall take the necessary measures to ensure that the proceeds of

any financing provided, guaranteed or participated in by the Bank are used only for

the purposes for which the financing was granted and with due attention to

considerations of economy and efficiency.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 10 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

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.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 11 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

The Bank shall seek to maintain reasonable diversification in its investments

in equity capital. In its equity investments, the Bank shall not assume responsibility

for managing any entity or enterprise in which it has an investment and shall not

seek a controlling interest in the entity or enterprise concerned, except where

necessary to safeguard the investment of the Bank.

Article 14

Terms and Conditions for Financing

1. In the case of loans made or participated in or loans guaranteed by the Bank,

the contract shall establish, in conformity with the operating principles set forth in

Article 13 and subject to the other provisions of this Agreement, the terms and

conditions for the loan or the guarantee concerned. In setting such terms and

conditions, the Bank shall take fully into account the need to safeguard its income

and financial position.

MALTA MEMBERSHIP OF THE

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2. 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 instrumentality

of that member acceptable to the Bank, guarantee the repayment of the principal and

the payment of interest and other charges on the loan in accordance with the terms

thereof.

3. The amount of any equity investment shall not exceed such percentage of

the equity capital of the entity or enterprise concerned as permitted under policies

approved by the Board of Directors.

4. The Bank may provide financing in its operations in the currency of the

country concerned, in accordance with policies that minimize currency risk.

Article 15

Technical Assistance

1. The Bank may provide technical advice and assistance and other similar

forms of assistance which serve its purpose and come within its functions.

2. Where expenditures incurred in furnishing such services are not

reimbursable, the Bank shall charge such expenditures to the income of the Bank.

CHAPTER IV

FINANCES OF THE BANK

Article 16

General Powers

In addition to the powers specified elsewhere in this Agreement, the Bank shall

have the powers set out below.

1. The Bank may raise funds, through borrowing or other means, in member

countries or elsewhere, in accordance with the relevant legal provisions.

2. The Bank may buy and sell securities the Bank has issued or guaranteed or

in which it has invested.

3. The Bank may guarantee securities in which it has invested in order to

facilitate their sale.

4. The Bank may underwrite, or participate in the underwriting of, securities

issued by any entity or enterprise for purposes consistent with the purpose of the

Bank.

5. The Bank may invest or deposit funds not needed in its operations.

6. The Bank shall ensure that every security issued or guaranteed by the Bank

shall bear on its face a conspicuous statement to the effect that it is not an obligation

of any Government, unless it is in fact the obligation of a particular Government, in

which case it shall so state.

7. The Bank may establish and administer funds held in trust for other parties,

provided such trust funds are designed to serve the purpose and come within the

functions of the Bank, under a trust fund framework which shall have been approved

by the Board of Governors.

8. The Bank may establish subsidiary entities which are designed to serve the

purpose and come within the functions of the Bank, only with the approval of the

Board of Governors by a Special Majority vote as provided in Article 28.

9. The Bank may 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.

Article 17

Special Funds

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1. The Bank may accept Special Funds which are designed to serve the purpose

and come within the functions of the Bank; such Special Funds shall be resources of

the Bank. The full cost of administering any Special Fund shall be charged to that

Special Fund.

2. Special Funds accepted by the Bank may be used on terms and conditions

consistent with the purpose and functions of the Bank and with the agreement

relating to such Funds.

3. The Bank shall adopt such special rules and regulations as may be required

for the establishment, administration and use of each Special Fund. Such rules and

regulations shall be consistent with the provisions of this Agreement, except for

those provisions expressly applicable only to ordinary operations of the Bank.

4. The term "Special Funds resources" shall refer to the resources of any

Special Fund and shall include

(i) funds accepted by the Bank for inclusion in any Special Fund;

(ii) funds received in respect of loans or guarantees, and the proceeds of any

equity investments, financed from the resources of any Special Fund

which, under the rules and regulations of the Bank governing that

Special Fund, are received by such Special Fund;

(iii) income derived from investment of Special Funds resources; and

(iv) any other resources placed at the disposal of any Special Fund.

Article 18

Allocation and Distribution of Net Income

1. The Board of Governors shall determine at least annually what part of the

net income of the Bank shall be allocated, after making provision for reserves, to

retained earnings or other purposes and what part, if any, shall be distributed to the

members. Any such decision on the allocation of the Bank’s net income to other

purposes shall be taken by a Super Majority vote as provided in Article 28.

2. The distribution referred to in the preceding paragraph shall be made in

proportion to the number of shares held by each member, and payments shall be

made in such manner and in such currency as the Board of Governors shall

determine.

Article 19

Currencies

1. Members shall not impose any restrictions on currencies, including the

receipt, holding, use or transfer by the Bank or by any recipient from the Bank, for

payments in any country.

2. Whenever it shall become necessary under this Agreement to value any

currency in terms of another or determine whether any currency is convertible, such

valuation or determination shall be made by the Bank.

Article 20

Methods of Meeting Liabilities of the Bank

1. In the Bank’s ordinary operations, in cases of arrears or default on loans

made, participated in, or guaranteed by the Bank, and in cases of losses on equity

investment or other types of financing under sub-paragraph 2 (vi) of Article 11, the

Bank shall take such action as it deems appropriate. The Bank shall maintain

appropriate provisions against possible losses.

2. Losses arising in the Bank’s ordinary operations shall be charged

(i) first, to the provisions referred to in paragraph 1 above;

(ii) second, to net income;

MALTA MEMBERSHIP OF THE

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(iii) third, against reserves and retained earnings;

(iv) fourth, against unimpaired paid-in capital; and

(v) last, against an appropriate amount of the uncalled subscribed callable

capital which shall be called in accordance with the provisions of

paragraph 3 of Article 6.

CHAPTER V

GOVERNANCE

Article 21

Structure

The Bank shall have a Board of Governors, a Board of Directors, a President, one

or more Vice-Presidents, and such other officers and staff as may be considered

necessary.

Article 22

Board of Governors: Composition

1. Each member shall be represented on the Board of Governors and shall

appoint one Governor and one Alternate Governor. Each Governor and Alternate

Governor shall serve at the pleasure of the appointing member. No Alternate

Governor may vote except in the absence of his principal.

2. At each of its annual meetings, the Board shall elect one of the Governors as

Chairman who shall hold office until the election of the next Chairman.

3. 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.

Article 23

Board of Governors: Powers

1. All the powers of the Bank shall be vested in the Board of Governors.

2. The Board of Governors may delegate to the Board of Directors any or all its

powers, except the power to

(i) admit new members and determine the conditions of their admission;

(ii) increase or decrease the authorized capital stock of the Bank;

(iii) suspend a member;

(iv) decide appeals from interpretations or applications of this Agreement

given by the Board of Directors;

(v) elect the Directors of the Bank and determine the expenses to be paid

for Directors and Alternate Directors and remuneration, if any, pursuant

to paragraph 6 of Article 25;

(vi) elect the President, suspend or remove him from office, and determine

his remuneration and other conditions of service;

(vii) approve, after reviewing the auditors’ report, the general balance sheet

and the statement of profit and loss of the Bank;

(viii) determine the reserves and the allocation and distribution of the net

profits of the Bank;

(ix) amend this Agreement;

(x) decide to terminate the operations of the Bank and to distribute its

assets; and

(xi) exercise such other powers as are expressly assigned to the Board of

Governors in this Agreement.

MALTA MEMBERSHIP OF THE

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3. The Board of Governors shall retain full power to exercise authority over

any matter delegated to the Board of Directors under paragraph 2 of this Article.

Article 24

Board of Governors: Procedure

1. The Board of Governors shall hold an annual meeting and such other

meetings as may be provided for by the Board 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.

2. A majority of the Governors shall constitute a quorum for any meeting of

the Board of Governors, provided such majority represents not less than two-thirds

of the total voting power of the members.

3. The Board of Governors shall by regulation establish procedures whereby

the Board of Directors may obtain a vote of the Governors on a specific question

without a meeting and provide for electronic meetings of the Board of Governors in

special circumstances.

4. The Board of Governors, and the Board of Directors to the extent

authorized, may establish such subsidiary entities, and adopt such rules and

regulations, as may be necessary or appropriate to conduct the business of the Bank.

Article 25

Board of Directors: Composition

1. The Board of Directors shall be composed of twelve (12) members who shall

not be members of the Board of Governors, and of whom

(i)

nine (9) shall be elected by the Governors representing regional

members; and

(ii) three (3) shall be elected by the Governors representing non-regional

members.

Directors shall be persons of high competence in economic and financial matters

and shall be elected in accordance with Schedule B. Directors shall represent

members whose Governors have elected them as well as members whose Governors

assign their votes to them.

2. The Board of Governors shall, from time to time, review the size and

composition of the Board of Directors, and may increase or decrease the size or

revise the composition as appropriate, by a Super Majority vote as provided in

Article 28.

3. Each Director shall appoint an Alternate Director with full power to act for

him when he is not present. The Board of Governors shall adopt rules enabling a

Director elected by more than a specified number of members to appoint an

additional Alternate Director.

4. Directors and Alternate Directors shall be nationals of member countries.

No two or more Directors may be of the same nationality nor may any two or more

Alternate Directors be of the same nationality. Alternate Directors may participate in

meetings of the Board but may vote only when the Alternate Director is acting in

place of the Director.

5. Directors shall hold office for a term of two (2) years and may be re-elected.

(a) Directors shall continue in office until their successors shall have been

chosen and assumed office.

(b) If the office of a Director becomes vacant more than one hundred and

eighty (180) days before the end of his term, a successor shall be chosen

in accordance with Schedule B, for the remainder of the term, by the

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Governors who elected the former Director. A majority of the votes cast

by such Governors shall be required for such election. The Governors

who elected a Director may similarly choose a successor if the office of

a Director becomes vacant one hundred and eighty (180) days or less

before the end of his term.

(c) While the office of a Director remains vacant, an Alternate Director of

the former Director shall exercise the powers of the latter, except that of

appointing an Alternate Director.

6. Directors and Alternate Directors shall serve without remuneration from the

Bank, unless the Board of Governors shall decide otherwise, but the Bank may pay

them reasonable expenses incurred in attending meetings.

Article 26

Board of Directors: Powers

The Board of Directors shall be responsible for the direction of the general

operations of the Bank and, for this purpose, shall, in addition to the powers assigned

to it expressly by this Agreement, exercise all the powers delegated to it by the

Board of Governors, and in particular

(i) prepare the work of the Board of Governors;

(ii) establish the policies of the Bank, and, by a majority representing not

less than three-fourths of the total voting power of the members, take

decisions on major operational and financial policies and on delegation

of authority to the President under Bank policies;

(iii) take decisions concerning operations of the Bank under paragraph 2 of

Article 11, and, by a majority representing not less than three-fourths of

the total voting power of the members, decide on the delegation of such

authority to the President;

(iv) supervise the management and the operation of the Bank on a regular

basis, and establish an oversight mechanism for that purpose, in line

with principles of transparency, openness, independence and

accountability;

(v) approve the strategy, annual plan and budget of the Bank;

(vi) appoint such committees as deemed advisable; and

(vii) submit the audited accounts for each financial year for approval of the

Board of Governors.

Article 27

Board of Directors: Procedure

1. The Board of Directors shall meet as often as the business of the Bank may

require, periodically throughout the year. The Board of Directors shall function on a

non-residential basis except as otherwise decided by the Board of Governors by a

Super Majority vote as provided in Article 28. Meetings may be called by the

Chairman or whenever requested by three (3) Directors.

2. A majority of the Directors shall constitute a quorum for any meeting of the

Board of Directors, provided such majority represents not less than two-thirds of the

total voting power of the members.

3. The Board of Governors shall adopt Regulations under which, if there is no

Director of its nationality, a member may send a representative to attend, without

right to vote, any meeting of the Board of Directors when a matter particularly

affecting that member is under consideration.

4. The Board of Directors shall establish procedures whereby the Board can

MALTA MEMBERSHIP OF THE

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hold an electronic meeting or vote on a matter without holding a meeting.

Article 28

Voting

1. The total voting power of each member shall consist of the sum of its basic

votes, share votes and, in the case of a Founding Member, its Founding Member

votes.

(i)

The basic votes of each member shall be the number of votes that results

from the equal distribution among all the members of twelve (12) per

cent of the aggregate sum of the basic votes, share votes and Founding

Member votes of all the members.

(ii) The number of the share votes of each member shall be equal to the

number of shares of the capital stock of the Bank held by that member.

(iii) Each Founding Member shall be allocated six hundred (600) Founding

Member votes.

In the event a member fails to pay any part of the amount due in respect of its

obligations in relation to paid-in shares under Article 6, the number of share votes to

be exercised by the member shall, as long as such failure continues, be reduced

proportionately, by the percentage which the amount due and unpaid represents of

the total par value of paid-in shares subscribed to by that member.

2. In voting in the Board of Governors, each Governor shall be entitled to cast

the votes of the member he represents.

(i)

Except as otherwise expressly provided in this Agreement, all matters

before the Board of Governors shall be decided by a majority of the

votes cast.

(ii) A Super Majority vote of the Board of Governors shall require an

affirmative vote of two-thirds of the total number of Governors,

representing not less than three-fourths of the total voting power of the

members.

(iii) A Special Majority vote of the Board of Governors shall require an

affirmative vote of a majority of the total number of Governors,

representing not less than a majority of the total voting power of the

members.

3. In voting in the Board of Directors, each Director shall be entitled to cast the

number of votes to which the Governors who elected him are entitled and those to

which any Governors who have assigned their votes to him, pursuant to Schedule B,

are entitled.

(i)

A Director entitled to cast the votes of more than one member may cast

the votes for those members separately.

(ii) Except as otherwise expressly provided in this Agreement, all matters

before the Board of Directors shall be decided by a majority of the votes

cast.

Article 29

The President

1. The Board of Governors, through an open, transparent and merit-based

process, shall elect a president of the Bank by a Super Majority vote as provided in

Article 28. He shall be a national of a regional member country. The President, while

holding office, shall not be a Governor or a Director or an Alternate for either.

2. The term of office of the President shall be five (5) years. He may be re-

elected once. The President may be suspended or removed from office when the

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Board of Governors so decides by a Super Majority vote as provided in Article 28.

(a) If the office of the President for any reason becomes vacant during his

term, the Board of Governors shall appoint an Acting President for a

temporary period or elect a new President, in accordance with paragraph

1 of this Article.

3. 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. He may participate in

meetings of the Board of Governors but shall not vote.

4. The President shall be the legal representative of the Bank. He 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.

Article 30

Officers and Staff of the Bank

1. One or more Vice-Presidents shall be appointed by the Board of Directors on

the recommendation of the President, on the basis of an open, transparent and merit-

based process. A Vice-President shall hold office for such term, exercise such

authority and perform such functions in the administration of the Bank, as may be

determined by the Board of Directors. In the absence or incapacity of the President, a

Vice-President shall exercise the authority and perform the functions of the

President.

2. The President shall be responsible for the organization, appointment and

dismissal of the officers and staff in accordance with regulations adopted by the

Board of Directors, with the exception of Vice-Presidents to the extent provided in

paragraph 1 above.

3. In appointing officers and staff and recommending Vice-Presidents, the

President shall, subject to the paramount importance of securing the highest

standards of efficiency and technical competence, pay due regard to the recruitment

of personnel on as wide a regional geographical basis as possible.

Article 31

The International Character of the Bank

1. The Bank shall not accept Special Funds, loans or assistance that may in any

way prejudice, limit, deflect or otherwise alter its purpose or functions.

2. The Bank, its President, officers and staff shall not interfere in the political

affairs of any member, nor shall they be influenced in their decisions by the political

character of the member 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.

3. The President, officers and staff of the Bank, in the discharge of their

offices, 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.

CHAPTER VI

GENERAL PROVISIONS

Article 32

Offices of the Bank

1. The principal office of the Bank shall be located in Beijing, People’s

Republic of China.

2. The Bank may establish agencies or offices elsewhere.

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Article 33

Channel of Communication; Depositories

1. Each member shall designate an appropriate official entity with which the

Bank may communicate in connection with any matter arising under this Agreement.

2. Each member shall designate its central bank, or such other institution as

may be agreed upon with the Bank, as a depository with which the Bank may keep

its holdings of currency of that member as well as other assets of the Bank.

3. The Bank may hold its assets with such depositories as the Board of

Directors shall determine.

Article 34

Reports and Information

1. The working language of the Bank shall be English, and the Bank shall rely

on the English text of this Agreement for all decisions and for interpretations under

Article 54.

2. Members shall furnish the Bank with such information it may reasonably

request of them in order to facilitate the performance of its functions.

3. The Bank shall transmit to its members an annual report containing an

audited statement of its accounts and shall publish such report. It shall also transmit

quarterly to its members a summary statement of its financial position and a profit

and loss statement showing the results of its operations.

4. The Bank shall establish a policy on the disclosure of information in order to

promote transparency in its operations. The Bank may publish such reports as it

deems desirable in the carrying out of its purpose and functions.

Article 35

Cooperation with Members and International Organizations

1. The Bank shall work in close cooperation with all its members, and, in such

manner as it may deem appropriate within the terms of this Agreement, with other

international financial institutions, and international organizations concerned with

the economic development of the region or the Bank’s operational areas.

2. The Bank may enter into arrangements with such organizations for purposes

consistent with this Agreement, with the approval of the Board of Directors.

Article 36

References

1. References in this Agreement to Article or Schedule refer to Articles and

Schedules of this Agreement, unless otherwise specified.

2. References in this Agreement to a specific gender shall be equally

applicable to any gender.

CHAPTER VII

WITHDRAWAL AND SUSPENSION OF MEMBERS

Article 37

Withdrawal of Membership

1. Any member may withdraw from the Bank at any time by delivering a notice

in writing to the Bank at its principal office.

2. Withdrawal by a member shall become effective, and its membership shall

cease, on the date specified in its notice but in no event less than six (6) months after

the date that notice has been received by the Bank. However, at any time before the

withdrawal becomes finally effective, the member may notify the Bank in writing of

the cancellation of its notice of intention to withdraw.

3. 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 member shall not

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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.

Article 38

Suspension of Membership

1. If a member fails to fulfill any of its obligations to the Bank, the Board of

Governors may suspend such member by a Super Majority vote as provided in

Article 28.

2. The member so suspended shall automatically cease to be a member one (1)

year from the date of its suspension, unless the Board of Governors decides by a

Super Majority vote as provided in Article 28 to restore the member to good

standing.

3. While under suspension, a member shall not be entitled to exercise any

rights under this Agreement, except the right of withdrawal, but shall remain subject

to all its obligations.

Article 39

Settlement of Accounts

1. 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 its contingent liabilities to the

Bank so long as any part of the loans, guarantees, equity investments or other forms

of financing under paragraph 2 (vi) of Article 11 (hereinafter, other financing)

contracted before it ceased to be a member is outstanding, but it shall not incur

liabilities with respect to loans, guarantees, equity investments or other financing

entered into thereafter by the Bank nor share either in the income or the expenses of

the Bank.

2. 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.

3. The payment for shares repurchased by the Bank under this Article shall be

governed by the following conditions

(i)

Any amount due to the country concerned for its shares shall be

withheld so long as that country, its central bank or any of its agencies,

instrumentalities or political subdivisions remains liable, as borrower,

guarantor or other contracting party with respect to equity investment or

other financing, to the Bank and such amount may, at the option of the

Bank, be applied on any such liability as it matures. No amount shall be

withheld on account of the contingent liability of the country for future

calls on its subscription for shares in accordance with paragraph 3 of

Article 6. In any event, no amount due to a member for its shares shall

be paid until six (6) months after the date on which the country ceases to

be a member.

(ii) Payments for shares may be made from time to time, upon surrender of

the corresponding stock certificates by the country concerned, 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, guarantees, equity investments and other financing

referred to in sub-paragraph (i) of this paragraph, until the former

member has received the full repurchase price.

(iii) Payments shall be made in such available currencies as the Bank

determines, taking into account its financial position.

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(iv) If losses are sustained by the Bank on any loans, guarantees, equity

investments or other financing which were outstanding on the date when

a country ceased to be a member and the amount of such losses exceeds

the amount of the reserve provided against losses on that date, the

country concerned shall repay, upon demand, the amount by which the

repurchase price of its shares would have been reduced if the losses had

been taken into account when the repurchase price was determined. In

addition, the former member shall remain liable on any call for unpaid

subscriptions in accordance with paragraph 3 of Article 6, to the same

extent that it would have been required to respond if the impairment of

capital had occurred and the call had been made at the time the

repurchase price of its shares was determined.

4. If the Bank terminates its operations pursuant to Article 41 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 Articles

41 to 43. Such country shall be considered as still a member for purposes of such

Articles but shall have no voting rights.

CHAPTER VIII

SUSPENSION AND TERMINATION OF OPERATIONS OF THE BANK

Article 40

Temporary Suspension of Operations

In an emergency, the Board of Directors may temporarily suspend operations in

respect of new loans, guarantees, equity investment and other forms of financing

under sub-paragraph 2 (vi) of Article 11, pending an opportunity for further

consideration and action by the Board of Governors.

Article 41

Termination of Operations

1. The Bank may terminate its operations by a resolution of the Board of

Governors approved by a Super Majority vote as provided in Article 28.

2. After such termination, 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

1. In the event of termination of the operation 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.

2. 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.

Article 43

Distribution of Assets

1. No distribution of assets shall be made to members on account of their

subscriptions to the capital stock of the Bank until

(i) all liabilities to creditors have been discharged or provided for; and

(ii) the Board of Governors has decided, by a Super Majority vote as

provided in Article 28, to make such distribution.

2. Any distribution of the assets of the Bank to the members shall be in

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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. No member shall

be entitled to receive its share in such a distribution of assets until it has settled all of

its obligations to the Bank.

3. Any member receiving assets distributed pursuant to this Article shall enjoy

the same rights with respect to such assets as the Bank enjoyed prior to their

distribution.

CHAPTER IX

STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS

Article 44

Purposes of Chapter

1. To enable the Bank to fulfill its purpose and carry out the functions

entrusted to it, the status, immunities, privileges and exemptions set forth in this

Chapter shall be accorded to the Bank in the territory of each member.

2. Each member shall promptly take such action as is necessary to make

effective in its own territory the provisions set forth in this Chapter and shall inform

the Bank of the action which it has taken.

Article 45

Status of the Bank

The Bank shall possess full juridical personality and, in particular, the full legal

capacity

(i) to contract;

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

(iii) to institute and respond to legal proceedings; and

(iv) to take such other action as may be necessary or useful for its purpose

and activities.

Article 46

Immunity from Judicial Proceedings

1. 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 raise funds,

through borrowings or other means, to guarantee obligations, or to buy and sell or

underwrite the sale of securities, in which cases 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, or has appointed an agent for the purpose of accepting

service or notice of process, or has issued or guaranteed securities.

2. Notwithstanding the provisions of paragraph 1 of this Article, no action

s h a l l b e b r o u g h t a g a i n s t t h e B a n k b y a n y m e m b e r, o r b y a n y a g e n c y o r

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 the contracts entered

into with the Bank.

3. 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 and Archives

1. Property and assets of the Bank, wheresoever located and by whomsoever

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

held, shall be immune from search, requisition, confiscation, expropriation or any

other form of taking or foreclosure by executive or legislative action.

2. The archives of the Bank, and, in general, all documents belonging to it, or

held by it, shall be inviolable, wheresoever located and by whomsoever held.

Article 48

Freedom of Assets from Restrictions

To the extent necessary to carry out the purpose and functions of the Bank

effectively, 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 49

Privilege for Communications

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 50

Immunities and Privileges of Officers and Employees

All Governors, Directors, Alternates, the President, Vice-Presidents and other

officers and employees of the Bank, including experts and consultants performing

missions or services for the Bank

(i)

shall be immune from legal process with respect to acts performed by

them in their official capacity, except when the Bank waives the

immunity and shall enjoy inviolability of all their official papers,

documents and records;

(ii) 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

(iii) 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 51

Exemption from Taxation

1. The Bank, its assets, property, income and its operations and transactions

pursuant to this Agreement, 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.

2. No tax of any kind shall be levied on or in respect of salaries, emoluments

and expenses, as the case may be, paid by the Bank to Directors, Alternate Directors,

the President, Vice-Presidents and other officers or employees of the Bank, including

experts and consultants performing missions or services for the Bank, except where

a member deposits with its instrument of ratification, acceptance, or approval a

declaration that such member retains for itself and its political subdivisions the right

to tax salaries, and emoluments, as the case may be, paid by the Bank to citizens or

nationals of such member.

3. No tax of any kind shall be levied on any obligation or security issued by the

Bank, including any dividend or interest thereon, by whomsoever held

(i)

which discriminates against such obligation or security solely because it

is issued by the Bank; or

(ii) if the sole jurisdictional basis for such taxation is the place or currency

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

in which it is issued, made payable or paid, or the location of any office

or place of business maintained by the Bank.

4. No tax of any kind shall be levied on any obligation or security guaranteed

by the Bank, including any dividend or interest thereon, by whomsoever held

(i)

which discriminates against such obligation or security solely because it

is guaranteed by the Bank; or

(ii) if the sole jurisdictional basis for such taxation is the location of any

office or place of business maintained by the Bank.

Article 52

Waivers

1. The Bank at its discretion may waive any of the privileges, immunities and

exemptions conferred under this Chapter in any case or instance, in such manner and

upon such conditions as it may determine to be appropriate in the best interests of

the Bank.

CHAPTER X

AMENDMENT, INTERPRETATION AND ARBITRATION

Article 53Amendments

1. This Agreement may be amended only by a resolution of the Board of

Governors approved by a Super Majority vote as provided in Article 28.

2. 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

(i) the right to withdraw from the Bank;

(ii) the limitations on liability provided in paragraphs 3 and 4 of Article 7;

and

(iii) the rights pertaining to purchase of capital stock provided in paragraph

3 of Article 5.

3. 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.

Article 54

Interpretation

1. 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 that 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. Such right of representation shall be regulated by the

Board of Governors.

2. In any case where the Board of Directors has given a decision under

paragraph 1 of this Article, any member may require that the question be referred to

the Board of Governors, whose decision shall be final. Pending the decision of the

Board of Governors, the Bank may, so far as it deems necessary, act on the basis of

the decision of the Board of Directors.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

Article 55

Arbitration

If a disagreement should arise between the Bank and a country which has ceased

to be a member, or between the Bank and any member after adoption of a resolution

to terminate the operations of the Bank, such disagreement shall be submitted to

arbitration by a tribunal of three arbitrators. One of the arbitrators shall be appointed

by the Bank, another by the country 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 be

empowered to settle all questions of procedure in any case where the parties are in

disagreement with respect thereto.

Article 56

Approval Deemed Given

Whenever the approval of any member is required before any act may be done by

the Bank except under paragraph 2 of Article 53, approval 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 XI

FINAL PROVISIONS

Article 57

Signature and Deposit

1. This Agreement, deposited with the Government of the People’s Republic of

China (hereinafter called the “Depository”), shall remain open until December 31,

2015 for signature by the Governments of countries whose names are set forth in

Schedule A.

2. The Depository shall send certified copies of this Agreement to all the

Signatories and other countries which become members of the Bank.

Article 58

Ratification, Acceptance or Approval

1. This Agreement shall be subject to ratification, acceptance or approval by

the Signatories. Instruments of ratification, acceptance or approval shall be

deposited with the Depository not later than December 31, 2016, or if necessary,

until such later date as may be decided by the Board of Governors by a Special

Majority vote as provided in Article 28. The Depository shall duly notify the other

Signatories of each deposit and the date thereof.

2. A Signatory whose instrument of ratification, acceptance or approval is

deposited before the date on which this Agreement enters into force, shall become a

member of the Bank, on that date. Any other Signatory which complies with the

provisions of the preceding paragraph, shall become a member of the Bank on the

date on which its instrument of ratification, acceptance or approval is deposited.

Article 59

Entry into Force

This Agreement shall enter into force when instruments of ratification, acceptance

or approval have been deposited by at least ten (10) Signatories whose initial

subscriptions, as set forth in Schedule A to this Agreement, in the aggregate

comprise not less than fifty (50) per cent of total of such subscriptions.

Article 60

Inaugural Meeting and Commencement of Operations

1. As soon as this Agreement enters into force, each member shall appoint a

Governor, and the Depository shall call the inaugural meeting of the Board of

Governors.

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

2. At its inaugural meeting, the Board of Governors

(i) shall elect the President;

(ii) shall elect the Directors of the Bank in accordance with paragraph 1 of

Article 25, provided that the Board of Governors may decide to elect

fewer Directors for an initial period shorter than two years in

consideration of the number of members and Signatories which have not

yet become members;

(iii) shall make arrangements for the determination of the date on which the

Bank shall commence its operations; and

(iv) shall make such other arrangements as necessary to prepare for the

commencement of the Bank’s operations.

3. The Bank shall notify its members of the date of the commencement of its

operations.

DONE at Beijing, People’s Republic of China on – [June/July] 2015, in a single

original deposited in the archives of the Depository, whose English, Chinese and

French texts are equally authentic.

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 26 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

8

Lao People’s Democratic Republic

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 43 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

0

Malaysia

1,095

109.5

Maldives

7.2

Mongolia

41.1

Myanmar

2,645

264.5

Nepal

80.9

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

New Zealand

4,615

461.5

Oman

2,592

259.2

Pakistan

10,341

1,034.1

Philippines

9,791

979.1

Qatar

6,044

604.4

Russia

65,362

6,536.2

Saudi Arabia

25,446

2,544.6

Singapore

2,500

250.0

Sri Lanka

2,690

269.0

Tajikistan

30.9

Thailand

14,275

1,427.5

Turkey

26,099

2,609.9

United Arab Emirates

11,857

1,185.7

Uzbekistan

2,198

219.8

Vietnam

6,633

663.3

Unallocated

16,150

1,615.0

TOTAL

750,000

75,000.0

PART B.

NON-REGIONAL MEMBERS

Austria

5,008

500.8

Brazil

31,810

3,181.0

Denmark

3,695

369.5

Egypt

6,505

650.5

Finland

3,103

310.3

France

33,756

3,375.6

Germany

44,842

4,484.2

Iceland

17.6

Italy

25,718

2,571.8

Luxembourg

Laws of Malta — Chapter 548 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Art. 69 — MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT Open official source

7

Malta

13.6

Netherlands

10,313

1,031.3

Norway

5,506

550.6

Poland

8,318

831.8

Portugal

65.0

South Africa

5,905

590.5

Spain

17,615

1,761.5

Sweden

6,300

630.0

Switzerland

7,064

706.4

United Kingdom

30,547

3,054.7

Unallocated

2,336

233.6

TOTAL

250,000

25,000.0

GRAND TOTAL

1,000,000

100,000.0

MALTA MEMBERSHIP OF THE

ASIAN INFRASTRUCTURE INVESTMENT BANK

MALTA MEMBERSHIP OF THE ASIAN INFRASTRUCTURE INVESTMENT BANK ACT

Table of Provisions (18)

Statutory Text (18 Articles)

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