Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837742719.pdf (Sierra Leone)
A(4.

"61 ARTICLES OF ASSOCIATION AFRICASO _ PRO,IECT FINANCE A special statr:s financial company with an authorized share capital of three billion United States Dollan (USD 3,000,000,000) and an issued share capital of six hundred thirty two million two hundred and twenty three thousand United States Dollars (USD 632,223,000) Headquarters: All6e des abricotiers, Hippodrome - Casablanca - Morocco Adopted by the general assembly of shareholders on 29 July 2015 NTL \ .

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t\ Thc shareholdcrs hereinaftcr idellifi cd: l) The African Dcvelopment Batrk, intemational organization established by the Agreement Establishing the African Development Bank signed between its member states on 4 August 1963, as amended from time to time, with Headquarters at 0l BP 1387 - Abidjan 01, represented by Dr. Donald KABERUKA in his capacity as President, vested with full powers for the purpose hereof; 2) The Republic of Benin, represented by Mr. Lionel ZINSOU, Prime Minister, vested with full powers for the purposes hereof; 3) 4) The Republic of Cameroon, represented by Mr. Mouhamadou YOUSSIFOU, Ambassador of the Republic of Cameroon in Morocco, vested with full powers for the purposes hereof, The Republic of Cotrgo, represented by Mr. Gilbert ONDONGO, Minister of State, Minister of Economy, Finance, Planning, Public Portfolio and Integration, vested with full powers for the purposes hereof; s) The Republic of Cote d'Ivoire, represented by Mr. Moussa DOSSO, Minister of State for Employnent, Social Affairs and Vocational Training, vested with full powers for the purposes hereof; 6) The Republic of Djibouti, represented by Mr. Ilyas Moussa DAWALEH, Minister of Economy, Finance in charge of Industry, vested with full powers for the purposes hereof; 7) The Arab Republic of Egypt represented by the Central Ba::k of Egypt, itself represented by Dr. Mohamed Samy Saad ZAGHLOUL, Executive Director, African Development Bank, vested with fulI powers for the purposes hereof; 8) The Gabonese Republic, represented
 by Mrs. Marie-Julie BILOGO BI- NZENDONG, Deputy Minister of Economy and Promotion of lnveshents, vested with full powers for the purposes hereof; lt e) The Republic of the Gambia, represented by Mr- Abdou KOLLEY, Minister of Finance and Economic Affairs, vested with full powers for the purposes hereof; t0) The Republic of Ghana, represented by Mrs. Mona QUARTEY, Deputy Minister at the Ministry of Finance, vested with full powers for the purposes hereof; I l) The Republic of Madagascar, represented by
 Frangois Marie Maurice Gervais RAKOTOARIMANANA, Minister of Finance and Budget, vestcd with full powers for the purposes hereof; 12) The Republic of Malawi, represented by Mr. Goodall E. GONDWE, Minister of Finance, Economic Planning and Development, vested with full powers for the purposes hereof; l3) The Republic of MaIi, represented by Mrs. Maiga Zaliha MAIGA, Charg6 de mission in the Ministry of Economy and Finance, vestcd with full powers lor the purposes hereof; 14) The Kingdom of Morocco, represented by Mr. Mohammed BOUSSAID, Minister of Economy and Finance, vested with full powers for the purposes hereof; l5) The Islamic Republic of Mauritania, represented by Sid'Ahmed RAISS, Minister of Economic Affairs and Development, vested with full powers for the purposes hereof; 16) The Republic of Niger, represented by Mr. Amadou Boubacar CISSE, Minister of State, Minister of Planning, Regional Development and Community Development, vested with full powers for the purposes hereof; 17) The Federal Republic of Nigeria, represented by Mr. AJADI Ibraheem Folorunsho, Charg6 d'AffaireJMinister Plenipotentiary, Embassy of Nigeria in Rabat, vested with full powers for the purposes hereof; lll 18) The Republic of Senegal, represented by Mr. Mamadou Moustapha BA, Managing Director at the Ministry of Finance, vested with full powers for the purposes hereof; 19) The Republic of Sierra Leone, represented by Mr. John SLIMAILAH, Development Secretary, Ministry of Finance and
 Economic Development, vested with full powers for the purposes hereof; 20) The Republic of Sudan, represented by Mr. Magdi Hassan YASSIN, State Minister, Minister of Finance and Economic Planning, vested with full powers for the purposes hereof; 2l) The Togolese Republic, represented by Mr. Adji Otith AYASSOR, Minister of State, Minister of Economy, Finance and Development Planning, vested with full powers for the purposes hereof; Have established, in accordance herewith, the articles ofassociation ofa special
 status financial company to be set up among them (hereinafter designated "AfricaS0 - Project F mnce").
The African Development Bank, the Republic of Benin, the Republic of Cameroon, the Republic of Congo, the Republic of C6te d'Ivoire, the Republic of Djibouti, the Arab Republic of Egypt, the Gabonese Republic, the Republic of the Gambia, the Republic of Ghana, the Republic of Madagascar, the Republic of Malawi, the Republic of Mali, the Kingdom of Morocco, the Islamic Republic of Mauitania, the Republic of Niger, the Federal Republic of Nigeria, the Republic of Senegal, the Republic of Sierra Leone, the Republic of Sudan and the Togolese Republic shall be hereinafter collectively (but without joint liability) referred to as the "Parties", and individually as a "Party".
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SECRETARY 25 AUTHENTICATION OF INSTRUMENTS, ACTS AND DOCUMENTS.

..................26 BANKING INSTITUTIONS...,....,.....,,.
GENERAL MEETINGS OF SHAREHOLDERS.. NOTTCES TO SH AREHO LD ERS......................... .,,.............-.26 ._......27 ........29 METHODS OF HOLDING CENERAL MEETINGS ............................... 29 QUORUM.....-.... VOTING PROXIES..-- MINUTES...

SHAREHOLDER PROPOSALS CORPORATIONS MAY ACT BY REPRESENTATIVE VOTING OF JOINT HOLDERS NO VOTING RIGHT WHERE CALLS UNPAID...,........,......,....., AMENDMENT OF ARTICLES OF ASSOCIATION FORMALITIES....
ENTRY INTO FORCE ...........30 30 32 33 34 -.-.-.---34 ....,-...35 .........35 .........35 .........35 41.

DISPUTE RESOLUTION FIRST SCHEDULE sEcoND scttEDULE ................. 35 40 4t I, DEFINITIONS "Articles of Association" shall mean the present articles of association of Afrtca50 - Project Finonce at all times, including the schedules.

"Bank" shall mean the Af ican Development Bank.


"Board" shall mean the board of directors of AfricaS0 - Project Finance "Chairperson of the Board" shall bear the meaning ascribed to such term in Article 15.4 hereof.

"Equator Principles" shall mean the principles used by major intemational banks, to detemine social, societal and envtonmental criteria in the financing of projects.

"Managing Director" shall bear the meaning ascribed to such term in Article 15.s(b)(i) hereof.
"Member State" shall mean any State that becomes a Shareholder "Ordinary Resolution" shall mean a resolution approved by a simple majority of the votes ofthose Shareholders entitled to vote and voting on the resolution.

"Secretary" shall bear the meanirrg ascribed to such tern in Article 24.1 hereol "Shareholder" shall mean any holder of shares of AfricaS0 - Project Finance.
"Shareholders' Agreement" shall mean an agreement amongst all or substantially a majority of all the Shareholdels and to wtrch Africa|0 - Project Finance is also a parly.

"Special Resolution" shall mean a resolution approved by a majority of sixty- seven per cent (67%) of the votes of those Sharehoiden entided to vote and voting on the resolution.

1 2.

NATURE (a) AfricaS0 - Project Finance is a special status financial company.
It is govemed by its own rules, these Articles of Association, the Headquarters Agreement referenced in Article 8 hereof as well as the general principles goveming international fi nancial organizations.

(b) Each Member State shall take all legislative actions required under its national law and all administrative measures, as the case may be, to enable Alrica1?

- Project Finance to fulfil its purpose effectively and the functions entrusted to it.
Toward this end, each Member State shall accord to AfricaS0 - Pruject Finance, on its territory the status, immunities, exemptions, privileges, facilities and concessions set forth in the Second Schedule hereof, and shall promptly rnform AfricaS0 - Project Finatce of the specific actions it has taken for this purpose.

3.

NAME (a) The name of the company is "AFRICA1| - PROJECT FINANCE'.
All instruments and documents issued by Africa50 - Project Finance and intended for third parties, including letters, invoices, announcements and various publications, shall bear its name.

(b) The name of the company may be amended in accordance with these Articles of Association as required on administrative, commercial or other reasonable grounds.

4.
CORPORATEPURPOSE (a) The corporate purposes of AfricaS0 - Project Finance are to engage in any act or activity including, but not limited to, the following: (D To promote infrastrucnre development within Af ic4 with fuading derived from diverse sources, including but not limited to equity subscriptions, borrowings and grants from AAican and non-African sources; 2 (i, In association with multilateral, public or private investors, to assist in financing the constructiorq rehabilitation, imprcvement or expansion of financially and economically viable infrastructure projects, by making investments in debt or equity, with or without guarantee of repal,rnent by the governrnent or the State in which the investrnent is made; (iii) To carry on business as a frnancier, alone or in cooperation with the Bank or any other {inancial institution, through the provision of loans or other forms of financial assistance; (iv) To provide resources to finance the cost of developing infraskucture projects in Africa up until a stage where multilateral, public or private investors can invest in such projects; (v) To enter into any agreement or arrangement with any goverffnent, municipal or local authority or any other entity which is conducive to Africa50 - Project Finance realaing any activity relating to its corporate purposes; to obtain from any such authority or entity any rights, privileges and exemptions wlich Africa10 - Project Finance deems desirable; and to carry out, exercise and comply with any such arrangements, rights,
 privileges and exemptions; (vi) To provide technical assistance and advisory services for the study, preparation and implemantation of infi'astructure projects located in Africa; (vii) To borrow or raise money, to issue securities, bonds, notes, mortgages and other instruments and to provide guarantees; (viii) To hold investnents of every kind and description (including without limitation, investaents in securities, shares and notes); (ix) To obtain any administrative or legislative act which enables Africa|0 - Project Finance to carry out its corporate puposes or effect any modification of these Articles of Association or for any other purpose which may seem expedient and to oppose any proceedings or 3 applications which may directly or indirectly prejudice AfricaS0 - Project Finance's interests; and (x) More generally, to carry on any business related directly or indirectly to any of the aforementioned operations, for the purpose of facilitating, promoting and developing Africa'0 - Project Finance's activity.
O) In carrying out the aforementioned corporate purposes, Africaf0 - Projea Finance will be grided by the Equator Principles.

5, DURATION The duntion of Africa|0 - Project Finance is fxed at ninety-nine (99) years as from the date of signatue ofthese Articles ofAssociation, except in the event of early dissolution or extension that may be decided by the Shareholders.

6.

LIAI]ILITY The liability ofthe Shareholden is limited to any amount unpaid on their shares.

7.
7.

SHARE CAPITAL (u) The authorized share capital is three billion United States Dollars (JSD 3,000,000,000).

O) The issued share capital is six hundred thirty two million two hundred twenty three thousand United States Dollars (USD 632,223,000) divided into six huodred thirty two thousand two hundred twenty three (632,223) shares with a nominal value of one thousand United States Dollars (USD 1000) each.
G) The shares of Africa|0 - Project Finance shall consist of ordinary shares and preference shares or of such other classes of shares as the Board may determine with such preferred or deferred, qualified or other special rights or restrictions whether in regard to voting, dividend, retum ofcapital or otherwise.
4 (d) The ordinary Shares of ,4y'rca5 0 - Project Finance shall be divided into three classes: (0 Class 'A" shares, which shall only be offered, allofted and issued for the benetit of sovereign Afiican States; (i0 Class "B" shares, which shall only be offered, allotted and issued for the benefit of African and non-African public frnancial institLrtions and intemational, pan-African or regional financial institutions; and (ii, Class "C" shares, which shall only be offered, allotted and issued for the benefit of African and non-African private sector entities and individuals.
(e) The initial number of shares to be subscribed by each "founding" Shareholder shall be that set forth against its name in the First Schedule hereof; and the initial number of shares to be allotted to other Shareholders shall be determined by the extraordinary general meeting of Shareholders based on the Board's recommendation.
A minimum of one quarter of the value of the sharcs to which a Shareholder subscribes shall be paid in at the time of subscription and the balance shall be paid in one or several instalments as decided by the Board.

(0 Except as otherwise provided in these Articles of Association or pursuant to any contrary decision, the Class "A" shares, the Class "B" shares and the Class "C" shares shall rank pc ri passu wtth each other in all respects.
G) Africa|0 - Project Finance may issue such number of shares, in such classes and subject to such rights (including different rights within the same class of shares) as the Board may determine.

(h) New shares shall be issued in accordance with these Articles ofAssociation an{ in order to maintain the voting and distribution rights of the Shareholders, the Board shall have an obligation to first offer the shares of a particular class to g)d5ting holders of shares of that class.
Shares of a given category shall only be transferred to those to the benefit of whom the said class of shares was issued, whether or not such persons are already Shareholders.

5 (i) AfricaS0 - Projecl Finance may issue shares which by virtue of the terms of issuance are redeemable either at the option of the Shareholder or at the option of Africa50 - Project Finance.

8.
8.

HEADOUARTERS (a) TIre headquarters of Africa|0 - Project Finance shall be at the following address: All6e des abricotiers - Hippodrome - Casablanca - Morocco.

The Board may decide to transfer the headquarters within the same prefectue and inform the Shareholders at their next general meeting.

The transfer of the headquarters to any other location in the Kingdom of Morocco or outside the country shall only be made upon the decision of the general meeting of Shareholders.
The opening, relocation and closure of branch offices at any location shall be made upon the decision of the Board.

(b) (c) Africa'0 - Project Finance may establish subsidiaries, affiliates, represenlative offices or agencies in or outside of Africa in the territories ofthe states selected by the Board.
The State in whose territory the headquarters of AfricaS0 - Project Finance is located shall sign a headquarters agreement (the "Headquarters Agreemenf') with AfricaS0 - Projecl Finatce, and take all necessary measures for the implementation of said Headquarters Agreement.
(d) A State Shareholder in whose territory an affiliate, representative office or a subsidiary is to be located shall sign an agreement with Africaf0 - Project Finance regarding the location of the respective affiliate, representative office or subsidiary, and take all necessary measures to make effective such agreement.

9.

FISCALYEAR The fiscal year shall start from frnt (lst) of January and end on the thirty-fint (3 I "t) of December of each year.
6 Exceptionally, the first fiscal year shall start from the date of establishment of AfricaS| - Project Finance and shall end on the thirty first (31'r) of December ofthe year of establishment.

IO.

TRANSFER OF SHARES Every change in the ownership of shares issued, subject to pre-emptive rights, in the capital of AfricaS0 - Project Finance shall be subject to the limitations and restrictions set out in the present Article.
l0.l Provisions on the right offirst refusal subscribe for shares in proportion to the number of shares held by such holder.

Furthermore, no share shall be sold or transferred by any Shareholder unless and until the rights of first refusal hereinafter conferred have been exhausted.
10.2 Transfer noticc aud farLpIISS (u) Every Shareholder including the personal representative of a dissolved body corporate Shareholder or the assignee of the property ofa bankrupt Shareholder who destes to sell or transfer any share shall give notice in writing to the Board ofsuch desire (the "Notice of SaIe').
(b) Where the notice under paragraph (a) includes several shares, it shall not operate as if it were a separate notice in respect of each such share, and the proposing transferor shall be under no obligation to sell or transfer some only of the shares specified in such notice.

(c) The notice under paragraph (a) shall be irrevocable and shall be deemed to appoint the Board as the proposing transferor's agent to sell such shares in one or more lots to any one or more Shareholders.
7 (d) The sales price of the shares sold under paragraph (c) (the "Shares") shall be at the fair market value of the shares and determined by the following provisions: (, the price agreed upon between the Shareholder giving the Notice of Sale (the "Transferor Shareholder") and the Board; or (il) failing any agreement between the Transferor Shareholder and the Board within twenty-eight (28) days of the Board receiving the Notice of Sale, such fair price as shall be determined by a valuator appointed jointly by the parties; (iiD where the Board and the Transferor Shareholder fail to reach an agreement on the appointment of a valuator within 30 days following the receipt of the notice of sale, the Board and the Transferor Shareholder shall have ten (10) days each to choose a valuator and the two valuators shall jointly choose a third valuator who shall determine the fair market value of the shares within thirty (30) days following the appointment of such valuator.
The valuation set out under this provision shall be conducted in line with generally recognized valuation standards.

(e) The person appointed under paragraph (d) shall certify the sum which, in his opinion, is the fair price for the share.

10.3 Offer to Shareholders and cotrsequent sale (a) Where the price for the shares sold under Article 10.2 is agreed upon or deterrrined, as the case may be, the Board shall immediately give notice to each of the concemed Shareholders.
(b) A notice under paragraph (a) shall state the number and price of such shares and shall request each of the Shareholders to whom the notice is given (other than the person desiring to sell or transfer such shares) to state in writing to the Board within twenty-one (21) days of the date of the notice whether he is willing to purchase aay and, if so, what maximum number of such shares.
8 (c) At the expiration of twenty-one (21) days from the date of the notice, the Board shall apportion such shares amongst the Shareholders (if more than one) who have expressed a desire to purchase the shares and, as far as possible, on a pro rata basis according to the number of shares already held by them respectively, or if there is only one Shareholder, all the shares shall be sold to that Shareholder, provided that no Shareholder shall be obliged to take more than the maximum number of shares stated in that Shareholder's response to such notice.
(d) Where the apportionment is being made or any Shareholder notifies his willingness to purchase and pays the share's price, the Board causes the name of the purchaser or purchasers to be entered in the share register as holder or holders of the share or shares so sold.
10.4 Shares on offcr not tahen up by Sharcholders (a) Where all the shares rcmain unsold under Article 10.3 at the expiry of the period of sixty (60) days of the Board receiving a notice under Article 10.3(b), the person desiring 1o sell or transfer the shares, may, subject to pamgraph (b), sell the shares not so sold to any eligible person who is not a Shareholder.
(b) The person desiring to sell the shares shall not sell the shares for a price less tha" the price at which the shares have been offered for sale to the Shareholders under this Article 10, but every such sale sball nevertheless be subject to the provisions of Article 12.

(c) No shares may be sold unless a proportionate percentage of all claims of the seller in respect of capital commi0nents aad./or loan accounts against ..fnca50 - Project Finance, ifany, are sold simultaneously.
(d) No shares shall be transferred to any penon who is not a Shareholder unless that person is eligible and agrees to be bound by such written agreements which are ir force between Africa|| - Project Finance and ir Shareholders or between the Shareholders goveming their relationship as Shareholders in AfricaS0 - Project Finance.

9 1I.
BOARD'S RIGHT TO REFUSE REGISTRATION OF TRANSFERS The Board may refuse or delay the registration of any transfer of any share to any person whether an existing Shareholder or not, where: (a) the tmnsferee has not signed the transfer documentation; (b) a holder of any such share has failed to pay on the due date any amount payable thereon; (c) the transferee is a minor or a person ofunsound mind; (d) the transfer is not accompanied by such proofas the Board reasonably requires of the right of the transferor to make the transfer; or (e) the pre-emptive provisions contained in Article 10, if applicable, have not been complied with.
12.

PURCHASE OR OTHER ACQUISITION BY AFRICAsO _ PROJECT ]qIrVNCE OF ITS O\\ N SHARES 72.1 Authority oI Africa50 - Proicct Finance to acquire its own shares Subject to any restrictions or conditions imposed by the Board, Africaf0 - Project Finance shall be expressly authorised to purchase or otlerwise acquire shares issued by it.
12.2 Authoritv oflfrjca50 - Prolect Frr:ance to hold its orvn shares Subject to any restrictions or conditions imposed by the Board, Africa|| - Project Finance shall be expressly authorised to hold as treasury shares acquired by it.

The shares so held may subsequently be either transferred or cancelled.

Shares thus cancelled may be reissued.

10 13.
10 13.

CALLS ON SHARES 13.1 Share calls (a) The Board may, from lime to time, make such calls as it deems fit upon the Shareholders in respect of any amount unpaid on their shares and not made payable at a fixed time or times by the conditions of issuq and each Shareholder shall, subject to receiving at least thirty (30) days' written noticc specifying the time or times and place ofpayment, pay to Africu|0 - Proiect Finance at the time or times and place so specified the amount called.
(b) A call made under paragraph (a) may be revoked or postponed as the Board may determine.

13,2 Tinring of calls A call may be made payable at such times and in such amount as the Board may determine.

13.3 Liabilitv of ioint holders The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

13.4 Interest (a) Where an amount called in respect of a share is not timely paid, such amount shall bear interest at such rate as the Board may determine.
(b) The Board may waive, wholly or partly, any interest payable under paragra.ph (a).
13.5 Instalments Any amount which by the terms of issue of a share becomes payable on issue or at atry fixed time shall for all purposes be deemed to be a call duly made and payable at the time at which by the terms of issue the same becomes 11 payable and, in case of non-pa).rnent, all the relevant provisions of these Articles of Association relating to payment of interest and expenses, forfeiture or otherwise shall apply as if the amount had become payable by virtue of a call duly made and notified.
13.6 Differentiation as tojlroun!!

The Board may, on the issue of shares, differentiate between tle holders as to the amount of calls to be paid and the times of payment in respect of each share or category of shares.

14.
14.

FORFEITURE l4.l Notice of default Where any person fails to pay any call or any instalment of a call for which such person is liable at the time appointed for payment, the Board may, at any time thereafter, serve notice on such person requiring payment of the amount unpaid together with any interest which may have accrued.
14.2 Consequence ln the event of non-payment on or before the date appointed the Shareholder referred to in Article 14.1 is subject to foreclosure and the remainder of the rmpaid capital shall be treated in accordance with the terms ald conditions specified by the Board.

15.

MANAGEMEN'T OF AFRICASO - PROJECT FINANCE 15.1 Composition of the Board (a) AfricaS0 - Project Finance shallbe administered by a Board comprising three (3) to twelve (12) members.
Members of the Board shall be natural persons appointed by the ordinary general meetilg of Shareholders or co-opted by the Board subject to ratifrcation by the next ordilary general meetiug of Shareholders.

12 (b) All directom shall be appointed on terms and conditions stating their remuneration and other benefits, as allocated by dre ordinary general meeting of Shareholders and distributed by the Board.
15.2 Terms of office Subject to any decision to the contrary, the ordinary general meeting of Shareholders shall appoint directors of AfricaS0 - Project Finance for a teml ofthree (3) years.

Any member of the Board may be re-appointed.

15.3 Porvcrs of the Board (a) The Board shall determine the strategic direction of the business of AfricaS0 - Projecl Finance and ensure its implementation.
(b) Subject to the powers cxpressly conferred on the Shareholders and within the limits of the corporate purposes of AfricaS0 - Project Finance, it shall handle all matte$ involving the proper functioning of AlricaS0 - Project Finance and settle mafters through its deliberations.

(c) The Board shall carry out such controls and verifications that it deems appropriate.
(d) ln its relationships with third patties, Africas| - Project Finance shall be bound even by actions of the Board that are not consistent with the corporate pulpose, unless it proves that the third party was aware that the actions went beyond such corporate purposes or could not have been unaware thereof given the cicumstances.
(e) The Board may delegate such of its powers .rs it may deem necessary to a director, a committee of directors or to such officers or other persons, save that the Board shall not delegate its powers in respect of the following: (r) Establishment of terms of any new issue of shares and detemination of consideration for shares; t3 (iD Issue ofcertificate in respect of shares not paid for in cash; (ii, Dividenddistributionsrecommendation; (iv) Issue ofshares in lieu ofdividends; (v) Pvchase by Africa50 - Project Finarrce of its own shares; (ui) Redemption of shares attrc opior of Africa|0 - Project Finance; (vii) Decisions relating to the appointment of the Chairperson of the Board, the Managing Director or the Secretary; and (viii) Decisions relating to the approval ofmerger proposals.
(0 The Board may at any time by power of attomey appoint the Bank, any company, firm or person or body ofpersons to be the attomey or attorneys of AfricaS0 - Project Finance for such purposes and with such powers, authorities and discretions vested in or exercisable by the Board under these Articles of Association and for such period and subject to such conditions as they may deem fit, and any such powers of attomey may contain such provisions for the protection and convenience of persons dealing with any such attomey as the Board may deem fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
15.4 Chairperson of the Board (a) The Board shall appoint the chairperson (the "Chairperson of the Board") from amongst its members.

O) The term of office of the Chailperson of the Board shall be the same as his term as director of AfricaS0 - Project Finance.
(c) The fimctions of Chairperson of the Board shall cease: (i) on the day of cessation of the Chairpenon of the Board's functions as a member of the Board (ii) upon his resignation; (iii) upon his death; and (iv) upon a decision of the Board to tem nate such fi.rnctions.
14 (d) Notwithstanding the reason or manner thereof, the cessation of the functions of Chairperson of the Board shall give right to no compensation of any sort whatsoever, except otherwise provided in the decision designating the Chairperson ofthe Board or a subsequent decision ofthe Board.

(c) The Chairperson ofthe Board shall represent the Board.

He shall organize and direct the deliberations of the Board, on which he shall report to the geperal meeting of Shareholders.
He shall ensure the proper functioning of corporate bodies and in particular that the dtectors are in a position to fulftl their mlssl0n.

.. (0 Each director shall receive all information necessary to carry out his duties and may request any document or information that he deems useful.

(e) With respect to his office, the Chairperson of the Board may receive remuneration whose amount, method of calculation and payment shall be determined by a decision of the Board.
15.5 General managentcnt ol Africq5|: -Ptoiae!-Eltqtee (a) l\{ethods of exercising the general management oI AfricaSq - Project Finance (i) The general management of AfricaS0 - Project Finance shall be assumed either by the Chairperson ofthe Board who shall then bear the title of Chief Executive Officer, or by any other natural person appointcd by the Board who shall bear the title of Managing Director.
(iD The choice betu'een these two methods of exercising general management shall be decided by the Board and shall remain in force until a new decision by the said Board.

(iii) Shareholders shall be informed ofthe choice ofthe Board during their next general meeting.

l5 (i") Where the Chief Executive Officer assumes the general management of AfricaS0 - Project Finance, the provisions relating to the Managing Director shall be applicable to him.
(b) Managilg Director (i) The managing director (the "Managing Director") shall be responsible for the general management of Africa50 - Project Finance.

(iD The Managing Director shall be appointed by the Board and shall be a natural person, whether or not that person is a Shareholder or director of Africa50 - Project Finance.

(ii| The Managing Director shall exercise his duties for an unlimited period or for a duration set by the Board.
However, where a Managing Director is a director of Africa|0 - Project Finance, the term of his office shall not exceed his directorship.

(iv) The duties of Managing Director shall cease in the event of: (A) resignation, (B) death, (C) a temination decision by the Board, or (D) if the Managing Director is a Board member, on the day of cessation of his term as member of the Board.

(v) The Managing Dtector may be dismissed at any time by the Board.
("i) The Managing Dtector shall be vested with the broadest powers to act on behalf of AfricaS| - Project Finance in all circumstances, subject to strict compliance with the provisions of these Articles of Association and ,4y'ica50 - Project Finance's object.
(viD The Managing Director shall be the legal representative of AfricaS0 - Project Finance ar:d shall, subject to &e provisions ofthese Articles of Association, conduct, under the general control aad dtection of the Board, the day-to-day business of AfricaS0 - Project Finance.
He shall be responsible for the appointnent and release of officers and staff of AfricaS0 - Project Finance in accordaoce with regulations 16 adopted by the Board, and shall fix the terms of their employment in accordance with universally recognized principles of sound management and financial policy.
(viii) In appointing the officers and staff of AfricaS0 - Proiect Finance, managen'rent shall make it its foremost consideration to secure the highest standards ofefficiency, technical competence and integnty.

(c) Deputy Managing Directors (i) On proposal by the Managing Director, the Board shall appoint one or two natural persons with the title of deputy managing directors, to assist the Managing Director (the "Deputy Managing Director(s)").
(ii) The Board shall determine the scope ofpowers and the terms ofoffice of the Deputy Managing Directors, and fix their remuneration.

The Deputy Managing Director(s) may be dismissed at any time by the Board at the proposal of the Managing Director.

The Deputy Managing Directors shall have the same powers as the Managing Director in engagements with third parties.
ln these Articles of Association, the limitation of powers applicable to the Managing Director shall also apply to the Deputy Managing Director(s).

(iii) In the event of cessation of sewice or incapacity of the Managing Dtector, the Deputy Managing Directo(s) shall remain in office and retain their duties until the appointrnent of a new Managing Director, unless decided otherwise by the Board.

16.
16.

BOARDPROCEEDINGS 16.1 Convening of meetings (a) The Board shall be convened by the Chairperson of the Board using any method of dispatch likely to lx a date certain and guarantee its reception by the addressee, or otherwise by the extemal auditor of AfricaS| - Project 17 Finance (the'Auditor"), the Managing Director or at least one third of the directors.

(b) In any event, in fixing the date of the meeting, the notice of meeting shall take into account the place ofresidence ofall members of the Board.
(c) The notice of meeting shall be accompanied by an agenda and necessary information to enable the directors to prepare the proceedings.

(d) An irregularity in the notice of a meeting is waived where all directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all directors entitled to receive notice of the meeting agree to the waiver.
16.2 Methods of holding nreetings A meeting of the Board or one of its committees may be held either: (a) by a number of the directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or (b) by means of audio, or audio and visual, commurication by which all directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.
16.3 Ouorum (u) A quorum for a meeting of the Board shall consist of a simple majority of directors or of such other great number of dtectors as may be fixed by the Board.

O) No business may be transacted at a meeting of the Board if a quorum is not present.
18 16.1 Voting (a) Subject to any contrary dectston (i) every director shall have one vote; (ii) a resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favour of it; and (ii, the Chairperson ofthe Board shall have a casting vote O) A director present at a meeting of the Board shall vote for, abstain from or vote against the resolution at the meeting.
I6.5 Rcsolution in n'riting (a) A resolution in writing, signed or assented by a majority of directors then entitled to receive notice of a Board meeting is as valid and effective as if it had been passed at a meeting ofthe Board duly convened and held, provided due notice was given to all directors so entitled.

(b) Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more dtectors.
(c) A copy of any such resolution shall be entered in the minute book of Board proceedings.

16,6 Other proceedin gS Except as otherwise provided in these Articles of Association, the Roard may regulate its own procedures.
16.7 Committees The Board may create several committees, each committee to consist ofone or more of the directors of Africa|| - Project Finance, which to the extent 19 provided in the relevant resolution shall have and may exercise the powers of the Board in the management and affairs of AfricaS0 - Project Finance.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Such committees shall include, without limitation, a govemance committee, a risk management comnittee, an investment committee, an audit committee, and a nomination & compensation committee.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Each committee of.the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board.

17.
17.

MINIJTES (a) The Secretary shall cause minutes to be made ofall proceedings of the Board or of committee thereof, ot (i) all appointments of officers made by the Board; (ii) all the names of the directors present at each meeting of the Board and of any committee of the Board; and (iii) all resolutions and proceedings at all meetings of the Board, and of Commiftees of Board.
O) Such minutes shall be signed by the chairperson of that meeting or of the meeting at which they are approved, and by a director who participated in the meeting or, in the absence of the chairperson, by two directors.
Any minutes of any meeting of the Board or of any committee, puporting to be signed by the chairperson ofsuch meeting or of the meeting at which they are approved, sball be receivable in all courts, and by any person authorised to take evidence as prima facie evidence of the matters stated in such minutes.

(c) The minutes shall be reproduced on a special tegister kept at the headquarters.

Any insertion, deletion, substitution or inversion of sheets shall be prohibited.
This register may be replaced by a collection of loose sheets continuously 20 numbered and initialed by the clerk of the court in which the headquarters of AfricaS0 - Project Finance is located.

Any addition, deletion substihrtion or permutation of sheets is forbidden.

(d) Copies or extracts of the minutes shall be certified by the Chairperson of the Board or by one of its members.

I8.
I8.

BOARD MEE,TINCS (a) A director interested in any transaction may attend any meeting of the Board or any committee thereof and shall declare such interest and thereafter may vote on any resolution and the vote shall be comted.

(b) All meetings ofthe Board shall be held at such place orplaces as the Board shall decide.

(c) A director who is rnable to attend a meeting of the Board may appoint in writing, another director as altemate.
An altemate shall be appointed in writing under the hand of the appointer.

Altematively, a director who cannot appear in person at a Board meeting can aftend electronically by telephone or video.

The absent director shall be deemed to be in attendance if the absent dircctor can hear all other board members and all other board members can hear the abssnt director.
Ifall the dtectors participating in a meeturg are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

19.
19.

INDEMNITY (a) Every director or other officer of Afrba|0 - Project Finance shall be entitled to be indemnified out of the assets of Afrba|| - Prcject Financa against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his ofEce or otherwise in relation thereto, other than such losses or liabilities which he may sustain or incur by reason of his gross negligence or wilfi.rl misconduct.
No director or other oIficer shall be liable for any loss or damage which may be suffered by AfricaS| - Project Finance in the 2t execution of his office, ol in relation thereto, other than such loss or damage which may occur by reason of his gross negligence or wilful misconduct.

(b) The Board may effect an insurance cover for a director and other officers as it may deem fit.

ZO.
ZO.

DISTRIBUTION OF DI\IIDENDS (a) The Board may recommend a distribution to Shareholders and may resolve that any distribution or part thereof will be made in specie and, in particular, that shares may be issued in lieu ofdividends.

(b) A dividend may be authorised by the Board at such time and in such amount as it deems fi!

however no dividend shall be payable except out of the profits of AfricaS0 - Project Finance, or in excess of the amount recommended by the Board.
(c) Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid; provided that, no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this paragraph as paid on the share.
(d) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in rcspect of which the dividend is paid, but where any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
(0 The Board may deduct from any dividend payable to any Shareholder all sums of money, if any, presently payable by hin to AfricaS0 - Project Finance on account of calls or any obligation aftached to the shares or otherwise in relation to the shares of Africa50 - Project Finance.

(g) No dividend shall bear interest agai''st Africa50 - Projea Finance.
22 (h) Any dividend, interest, or other money payable in cash in respect of shares may be paid by wire transfer or cheque or postal or money order sent through the post directed to the registered address of the holder, or in the case ofjoint holders, to the registered address of that one of the joint holders who is first named on the share register or to such person and to such address as the holder or joint holders may in writing direct.
(') 0) Every such wire transfer or cheque or postal or money order shall be made payable to the order of the person to r hom it is sent.

Any one of the tsro or nrore joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.
(k) Notice of any distribution that may have been declared shall be given to each Shareholder and all distrjbutions unclairned for (5) years after having been declared may be fi.rrfeited by the Board lbr the benefit of Africa1| - Project Finance.

21.

RESERVES (u) Subject to any contrary decision, net profits minus losses from previous years, if any, shall be subject to a charge of five per cent (5%) for allocation to reserves.
This deduction shall no longer be mandatory once the reserve reaches an amount equal to one-tenth (lll0) of AfricaS0 - Project Finance's share capital.

The deduction shall resume if, for some reason, the reserve falls below said one-tenth.
(b) However, the Board may, before recommending any distributioD, set aside out of the profits of Africaf| - Projecl Finance such sums as they deem proper and within the limits mentioned above, as a reserve or reserves which shall, at the discretion of the Board, be applied towards contingencies, or for any other purpose to which the profib of AfricaS| - Project Finance may be properly applid and pending such application may, at the like discretiono either be 23 employed in the business of Africa50 - Project Finance or be invested in such investments as the Board may from time to time deem fit.
22.

WIh'DING UP (a) Subject to paragraphs (b) and (c) and to the terms of issue of any shares in AfricaS0 - Project Finance, upon the winding up of Africa|0 - Project Finance, the assets, ifany, remaining after payment of the debts and liabilities of Africa50 - Project Finance and the costs of winding up (the surplus assets), shall be distributed among the Shareholders in proportion to their shareholding.
(b) The holders of shares not fully paid up shall only receive a proportionate share of thek entitlement being an amount paid to A1:ricd50 - Project Finance in satisfaction of the liability of the Shaleholder to AfricaS| - Project Finance in respect of the shares either under these Articles of Association of Africa5| - Project Finance or pursuant to the terms of issue of the shares.
(c) Where AfricaS0 - Project Finance is wound up, subject to the adoption of a Special Resolution, the Shareholders may divide in kind amongst the members the assets of Africa|0 - Project Finance, whether they consist of property of the same kind or not, and may for that purpose set such value as they deem fair upon any property to be divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

23.
23.

COMPANYSEAL The Board may cause a seal of AfricaS| - Projecl Finance to be made.

The Secretary shall provide for the safe custody of the seal, which shall only be used by the authority of the Board or of a commiuee of the Board duly authorized by the Board in that regard a:rd every instrument to which the Seal shall be affixed shall be signed by the Managing Director and shall be counter- sigaed by the Secretary or by some other person appointed by the Board for the purpose.
24 24, SECRETARY The Secretary is the general legal counsel of,4y'lca50 - Project Financc.

24.7 Appointment of SecretarY The secretary (the "Secretary") shall be appointed by the Board, on the recommendation of the Managing Dtector, for such term, at such remuneration, and upon such conditions as they may think fit.

24.2 Removal of Sccretart A Secretary may be removed from office by the Board only.
24.3 Duties of the Secretary The duties ofthe Secretary shall include but shall not be rcstricted to (a) (b) providing, in his or her capacity as general legal counsel of /4rica50 - Project Finsnce all required legal advice to the Bozrd, the Managing Director and committees; issuing legal opinions on all mattem of law or procedure that may arise in relation to the execution of the corporate pulposes of Africa|0 - Project Finance; (c) providing the Board with guidance as to its duties, responsibilities and powers; (d) informing the Board ofall legislation relevant to or affecting general meetings of Shareholders and meetings of the Board or commitees, reporting at any meetings; and filing any documents required of Africa|0 - Project Finance an;d, advising as to any failure to comply with such legislation; (e) ensuring that minutes of all general meetings of Shareholders or meetings of the Board or committees are properly recorded and all corporate registes are I properly maintained; and 25 (D ensuring that a copy of Africdso - Project Fi a ce's annual financial statements are sent to every person entitled to such statements.
25.

AUTHENTICATION OF INSTRUMENTS, ACTS AND DOEL]MENTS 25.1 Instruments Acts and Docume ts AII instruments, acts and documents executed or signed on bebalf of AfricaSq - Project Finance may be in such form and contain such powers, provisos, conditrons, covenants, clauses and agreements as the Board shall deem fit, and shall be signed by the Managing Director or by such other person or persons as the Managing Director may from time to time appoint for this purpose.
25.2 Negotiablc instnrments and cheques paid out All bills of exchange, promissory notes or other negotiable instuments shall be accepted, made, drawn or endorsed for and on behalf of AfricaS0 - Projecl Finunce znd all cheques or orders for payment shall be signed by the Managing Director.
25.3 Endorsement of nesotiable instruments and cheques paid in Cheques or other negotiable instruments paid to Africa'0 - Project Finance's bankers for collection and requiring the endorsement of Africa|| - Project Finance, may be endorsed on its behalf by the Managing Director or by such other officer as the Managing Director may appoint for this pupose.

26.
26.

BANKINGINSTITUTIONS All monels belonging to Africai0 - Project Finance sl:all be paid to such banl.i::g institntions as drc Managing Director shall elect from time to rime in writing.

26 27.

GENER..\L MEETINGS OF SHAREHOLDERS 27.7 Chairperson Subject to any contrary decision, the Shareholders present at a general meeting of Shareholders shall elect one of their number to act as chairperson of said meeting.
27.2 Notice of general m€etings (a) General meetings of Shareholders shall be convened by the Board, or otherwise the Auditor, using any method ofdispatch likely to fix a date certain and guarantee its reception by the addressee.

(b) Wriften notice ofthe time and place ofa general meeting ofShareholders shall be sent by tlie Secretary to every Shalcholdcr and to every director and the Auditor not less than fifteen (15) days before the meeting.
(c) The notice shall state: (i) the nature of the business to be transacted at the general meeting in sufficient detail to enable a Shareholder to form a reasoned judgment in relation to it; and (iD the text of any Ordinary or Special Resolution to be submitted to the meeting.
(d) Any irregularity in a notice ofa general meeting shall be waived where all the Shareholders entitled to attend and vote at the general meeting attend the general meeting without protest as to the irregularity, or where all such Shareholders agree to the waiver.

(e) (') Any inadvertent omission to give notice ofa general meeting to, or the failure to receive notice of a general meeting by, a Shareholder shall not invalidate the proceedings at that geneml meeting.
27 (ii) The chairperson may, or where directed by the general meeting, shall, adjoum the general meeting from time to time and from place to place, but no business shall be transacted at any adjoumed general meeting other than the business left unfinished at the general meeting from which the adjoumment took place.

(ii, When a general meeting of Shareholders is adjoumed for thirty (30) days or more, notice ofthe adjoumed meeting shall be given as in the case ofa regular general meeting.
(0 Notwithstanding paragraphs (a), (b), (c) and (d), it shall not be necessary to give any notice of an adjoumment or of the business to be transacted at an adjoumed general meeting.
27.3 pecisions to be taken at an ordinarv gencral nreeting of Shareholders Shareholders shall decide the following matters by way of an Ordinary Resolution: (r) subject to the provisions of these Articles of Association, appointing and removing the directors and determining their remuneration; (b) increasing or reducing the number ofdirectors; (c) appointing the Auditor and detennining its mandate and remuneration; (d) approving, after reviewing the report of the Auditor, the annual fmancial statements of AfricaS| - Project Finance and adopting the annual report; and (e) considering any matter referred to them by the Board 27.4 Decisio ns to be taken at an extraordinarv eral meeting of Shareholders Shareholders shall decide the following matters by way of a Special Resolution: (a) adding to, amending, modifuing or revoking these Articles ofAssociation; la I !
(b) (c) increasing or decreasing the share capital of AfricaS0 - Project Finance; and winding-up AfricaS0 - Project Fina,rce in accordance with the provisions of these Articles of Association.

28.
28.

NOTICES TO SHAREHOLDERS Subject to any conhary decision: (a) A notice may be givenby AfricaS0 - Project Finance to any Shareholder, either personally or by sending it by post or facsimile or telex to him at his registered address or to the address supplied by him to Africa1| - Projecl Finance for the giving of notices to him.
O) Any notice, if served by post, shall be deemed to have been served on the seventh day after which it was posted and in providing such service it shall be sufficient to prove that the notice was properly addressed and posted.

(c) A notice may be given by Africa50 - Project Finance to the joint holders of a share by giving notice to the joint holder named frst in the register in respect of the share.
(d) Any Shareholder present, either personally or by proxy, at any general meeting shall for all pulposes be deemed to have received due notice of such general meeting and, where requted, of the purposes for which such meeting general was convened.

29.
29.

ODS OF HOLDIN GENER{L XTEETIN A meeting of Shareholders may be held either: (a) by a number of Shareholders who constitute a quorum, being assembled together at the place, date, and time appointed for the general meeting; or (b) by means of audio, or audio and visual, communication by which all Shareholders participating and constituting a quorum, can simultaneously hear each other throughout the general meeting.

29 30.
29 30.

OUORUM (a) No business shall be validly transacted at a general meeting of Shareholders unless a person or persons holding, or representing by proxy, at least two- thids ofthe shares with voting rights is or are present.
(b) Where a quorum is not present within thirty (30) minutes after the time appointed for the general meeting: (i) the general meeting shall be adjoumed to the same day in the following week at the same time and place, or to such other date, time and place as the Board may appoint; and (ii) where, at the adjoumed general meeting, a quorum is not present within thirty (30) minutes after the time appointed for the general meeting, the Shareholders or their proxies present shall be a quorum.

3I.
3I.

VOTING (a) Where a general meeting of Shareholders is held under Article 29(a), unless a poll is demanded, voting at the meeting shall be by whichever of the following methods is determined by the chairperson of the meeting: (D (ii) voting by voice; or voting by show ofhands.

(b) Where a general meeting of Shareholders is held under Article 29(b), unless a poll is demanded, voting at the meeting shall be by the Shareholders signiSing individually their assent or dissent by voice.
(c) Subject to any rights or restrictions, as the case may be, attached to any class of shares, every Shareholder shall have the right to cast such number ofvotes as the number ofshares held by such Shareholder entitles him to.

(d) The chairpenon of a general meeting of Shareholders shall not be entitled to a casting vote.
30 (") A declaration by the chairperson of the meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded in accordance with paragraph (d).
(0 At a general meeting ofShareholders, a poll may be demanded by: (i) not less than five (5) Shareholders having the right to vote at the meeting; (ii) a Shareholder or Shareholders representing not less than 10 percent of the total voting rights ofall Shareholders having the right to vote at the general meeting; (iii) by a Shareholder or Shareholders holding shares in AfricaS0 - Project Finunce that confer a right to vote at the general meeting and on which the aggregate amount paid up is not less than l0 percent of the total amount paid up on all shares that confer that right; or (iv) the chairperson ofthe meeting.
(g) A poll may be demanded either before or after the vote is taken on a resolution.

Toward this end, the instrument appointing a proxy to vote at a general meeting shall confer authority to demand or join in demanding a poll and a demand by a person as proxy for a Shareholder shall have the same effect as a demand by the Shareholder.

(h) Where a poll is taken, votes shall be counted according to the votes attached to the shares of each Shareholder present in person or by proxy aDd voting.
(i) Where a poll is duly demanded, it shall, subject to paragraph (h), be taken in such manner as ttre chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll is demanded.
31 (,) A poll demanded: (i) on the election of a chairperson or on a question of adjournment, shall be taken immediately; (ii) on any other question, shall be taken at such time and place as the general meeting directs; and (iii) any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll.

(k) The demand for a poll may be withdrawn.

32.

PROXIES (a) A Shareholder may exercise the right to vote either by being present in person or by proxy.
(b) A proxy for a Shareholder nlay attend and be heard at a general meeting of Shareholders as if the proxy were the Shareholder.

(c) A proxy shall be appointed by notice in writing signed by the Shareholder and the notice shall state whether the appointrnent is for a particular general meeting or a specified term.

(d) (D No proxy shall be effective in relation to a general meeting unless a copy of the notice of appointment is produced before the start of the meeting.
(ii) Any power of attorney or other authority under which the proxy is signed or a notarially certified copy shall also be produced.

(ii1) A proxy form shall be sent to the Shareholders with each notice calling a general meeting of Africa50 - Project Finance.

(i") The instrument appointing a proxy shall be in writ"'g under the hand ofthe appointer or ofhis agent duly authorised in writing or in the case 32 of a corporation under the hand of an officer or of an agent duly authorised.
(u) The instrument appointing a proxy shall be in the following form I/we, the undersigned, of being Shareholder(s)of Africa10 - Project Finance hereby appoint or failing him,4rer, ()l As mylour prcxy to vote for me/us at the meeting of Africa50 - Project Finance to be held on .................. and at any adjoumment of the meeting.

Signedin this................(day,month,year) 33.

MINUTES (u) The Board shall ensure that minutes are kept of all proceedings at general meetings of Shareholders.
(b) Minutes which have been duly signed by the chairperson of the meeting, the secretary and two tellers are prima facie evidence of the proceedings.

34.

SHAREHOLDERPROPOSALS (a) A Shareholder may give written notice to the Board of a matter the Shareholder proposes to raise for discussion or resolution at the next general meeting of Shareholders at which the Shareholder is entitled to vote.
(b) Where the notice is received by the Board no later than twenty-eight (28) days before the last day on which notice of the relevant meeting of Shareholders is required to be given by the Board, the Board shall, at the expense of AfricaS| - Project Finance, give notice ofthe Shareholder proposal and the text ofany proposed resolution to all Shareholdem entitled to receive notice of the meeting.
33 (c) Where the notice is received by the Board no later than seven (7) days and not more than twenty-eight (28) days before the last day on which notice of the rolevant meeting of Shareholders is required to be given by the Board, the Board shall, at the expense of the Shareholder, give notice of the Shareholder's proposal and the text ofany proposed resolution to all Shareholders entitled to receive notice ofthe meeting.
(d) Where the directors intend that Shareholders may vote on the proposal by proxy or by postal vote, they shall give the proposing Shareholder the right to include in or with the notice given by the Board a statement of not more than one thousand (1000) words prepared by the proposing Shareholder in support of the proposal, together with the name and address of the proposing Shareholder.
(") The Board shall not be required to include in or with the notice given by it a statement prepared by a Shareholder which the Board considers to be defamatory, frivolous, or vexatious.
(0 Where the costs of giving notice of the Shareholder's proposal and the text of any proposed resolution are required to be met by the proposing Shareholder, the proposing Shareholder shall, on giving notice to the Board, deposit with AfricaS0 - Project Finance or tender to Africa|0 - Project Finance a stm sufficient to meet those costs.

35.
35.

CORPORATI oNS MAY ACT BY REPR-ESENTATIVE A body corporate which is a Shareholder may appoint a representative to attend a general meeting of Shareholders on its behalf in the same manner as that in which it could appoint a proxy.

36.

VOTINGOFJOINTHOLDERS Where two or more persons are registered as the holder of a share, the vote of the person named first in the share register and voting on a matter shall be accepted to the exclusion ofthe votes of the otherjoint holders.
)+ 37, NO VOTING RIGHT WHERE CALLS UNPAID Where a sum due to,4fca50 * Project Finance in respect of a share has not been paid, that share may not be voted at a general meeting of Shareholders.

38.

AX{ENDMENT OF ARTICLES OF ASS OCI,,\TION These Articles ofAssociation may only be arnended by Special Resolution.

39.
39.

FORMALITIES Any Shareholder may appoint an attomey to accomplish all formalities necessary or useful, including to pay, as the case may be, all sums and sign all instruments for the establishment of AfricaS0 - Project Finance.

40.
40.

ENTRY INTOFORCE These Articles of Association shall enter into force on the date of their signature; provided that the provisions relating to the immunities, exemptions and privileges as described in the Second Schedule hereto shall only enter into force upon their ratification by each of the Member States.
As a transitional measure, the Member States accept, upon the signatue of these Articles of Association, to grant to AfricaS0 - Project Finance, its directors, officers and employees, all privileges, immunities, exemptions, authorisations, permits and visas and all other rights necessary for its operations.

47.
47.

DISPUTE RESOLUTION Any dispute between Africa|0 - Project Finance and one or more Shareholders arising out of, or i-n connection with, the interpretation or application of these Articles ofAssociation, if it is not settled amicably within a period of ninety (90) days of its occurrence, shall be submitted to an arbitral tribunal comprising three arbitrators.
Each of the parties shall appoint one arbitrator and the third arbitrator shall be appointed by agreement between the I 35 fwo designated arbitrators or, if the arbitrators do not reach an agreement, by the President of the Intemational Chamber of Cornmerce.
The arbitration award shall be final in respect ofboth parties IN WITNESS WHER-EOF, the undersigned duly authorized representatives have signed twenty four (24) originals of these Articles of Association in English and French on 29 July 2015 in Casablanca.

The English and French texts ofthese Articles ofAssociation shall be regarded as equally authentic.

36 SIGNATUIIE PAGES The African Development Bank I 'l'hc lLcpublic of Be nin !
4 'l'htr llcpu blic of Canrcroorr 'Ihc Rcpublic of Cote d'Ivoire The Republic of Djibouti The Arab Republic of Egypt The Gabonese Republic 37 The Republic of Ghana @^-^=e, /\A>;: The Republic of Marlagascar The Republic of Malarvi Thc Republic of NIali The Kingdom of Morocco ' '*----The Islrmic Republic of Mauritania The Republic of Niger The Federal Republic of Nigeria The Republic of Senegal The Republic of Sierra Leone J6 Thc Republic of Sudan The Togolese Republic ., 7iJi]--- 39 FIRST SCHEDULE SUBSCRIBED SHAR,E CAPITAL STRUCTURE OF AFRICA'O - PROJECT FINANCE AS AT 29 JULY 2OI5 Sharcholder Number of shares The African Development Bank The Republic ofBenin The Republic of Cameroon The Republic of Congo The Republic ofCote d'lvoire The Republic of Djibouti The Arab Republic of EgWt The Gabonese Republic The Republic of the Gambia The Republic ofGhana The Republic of Madagascar The Republic of Malawi The Republic of Mali The Kingdom of Morocco The Islamic Republic of Mauritania The Republic of Niger The Federal Republic of Nigeria The Republic of Senegal The Republic of Sierra Leone The Republic of Sudan The Togolese Republic Total 40 100,000 4,176 38,1 36 t61,997 26,999 2,700 90,000 7,800 900 t7,655 9,003 1,800 2 90,000 9,10 i 1,799 36,000 9,007 1,800 2 17,346 632,223 SECOND SCHEDULE INIMUNITIES, EXEMPTIONS AND PRI\'ILEGES The immunities, exemptions and privileges set forth in this Schedule shall be accorded to Africa|0 - Project Finance in the territory ofeach State that becomes a Shareholder in Africa50 -
 Project Finance.
ARTICLE I Lesal Process and Judicial Proceedi ngs l. Actions may be brought aganst AfricnS0 - Project Finance only before a court of competent junsdiction in the tcnitory of a Member State in which AfricaS0 - Project Finance has a branch or office, has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities.

No actions shall, however, be brought by Shareholders or persons acting for or deriving claims from Shareholders.
2 I The immunities provided in this Article I are in the interest of AfricaS0 - Project Finance.
The Board may waive them to such extenl and upon such conditions as it may determine in cases where such waiver would in its opinion further the interests of AfricaSO - Projecl Finance ARTICLE II Immuniw with respect to ProDertv and Assets The property and assets of AfricaS0 - Project Finance wherever located and by whomsoever held shall be immune from searctr, requisition, expropriation, confiscation, nationalization and all other forms of seizure, taking or foreclosure by executive or legislative action; and (b) seizure, attachment or executioa before the delivery of final judgment or award against Africa|| - Project Finance.
4t l For the purpose of this Article and Article III of this Schedule, the term "property and assets of Africa,0 - Project Finance" shall include property and assets owned or held by AfricaS| - Project Finance and deposits and funds entrusted to Africa,0 - Project Finance in the ordinary course of business.

ARTICLE III Freedom of Propertv.


Assets and Operations from Restriction l. To the extent necessary to implement the corporate purposes of AfricaS0 - Project Finance and carry out its functions, each Member State shall waive, and refrain from imposing, any administlative, financial or other regulatory restrictions that are likely to hinder in any marurer the smooth firnctioning of AfricaS| - Project Finance or impair its operations.
l To this end, Africa|| - Project Finance, its property, assets, operations and activities shall be free from restrictions, regulations, supervision or controls, moratoria and other legislative, executive, administrative, fiscal and monetary restrictions of any nature.
ARTICLE IV Immunitv of Archives The archives of Africa10 - Project Finance and, in general, all documents belonging to or held by AfricaS0 - Project Finance or third parties on its behalf shall be inviolable wherever located, except that the immunity provided for in this Article shall not extend to documents required to be produced il the course of judicial or arbitral proceedings to which AfricaS0 - Project Finance is party or proceedings arising out of transactions concluded by A.fricaf0 - Project Finance.
42 I !

I I .

RTICLE V Privilege for Communications Official communi cations of AfricaS0 - Project Finance shall be accorded by each Member State the same treatrnent that it accords to the official communications of international organizations.

ARTICLE VI Personnel Imnrunities, Privileges and Exemption!

I.
The Chairperson of the Board, the Managing Director, directors, altemate directors, officers and employees of AfricaS0 - Projecl Finance and, consultants and experts performing missions for Africa50 - Projecl Finance: (a) shall be immune from legal process with respect to acts performed by them in their official capacity; (b) shall be accorded the same immunities from immigration restrictions, and alien registration requirements as are accorded by each Member State to representatives, officials and employees of comparable rank of otber States or intemational organizations; (c) in the case of nationals, at the request of AfricaS0 - Project Finance, may be exempted fiom national service obligations; (d) shall be accorded the same facilities as regards exchange regulations as are accorded by each Member State to representatives, officials and employees of comparable rank of other States or international organizations; and (e) shall be granted the same treatrnent in respect of travelling facilities as is accorded by Member States to representatives, officials and employees of comparable rank of other States or intemational Organi Tations.
43 2.

The Chairperson of the Board, the *.iiDirector, directors, alternate directors, officers and employees of Af*oject Finance 1 iri (a) shall be immune from arrest rftu, except that this immunity shall not aDDlv to crvrl Irabrlrtvlbr a road traffic accident or to a traffic offence; and (b) shall be exempt from any formfirindirect taxation on salaries, arxl fr,raid by Africa|| - Project emoluments, indemnities Finance.
TAI{ I CLSf Exemption frori/r&_ l. AfricaS0 - Project Financc, its pqp*ts, income, operations and transactions shall be exernpt from all$d custom duties.

Africa10 - Project Finance and its agents appo*ceivt' notifications and other communication, its receiving, fiscal .a]ipgents shall be exempt from any obligation relating to the payment$ig or collection of any tax or duty out of funds owned by, or othenigrini ng to, AfricaS| - Pruject Finance.
: 2 Without prejudice to the generality *$iions of paragraph 1 of this Article, each Member State shall tak{fuary action to ensure that the property and assets of Africa|| - F#ce, its capital, resewes and dividends, loans, credits, guarantees2p and other investrnents and ,'I hansactions, interest, commissions, fe#gains, proceeds of realization and other income, retum and moniesffi, accruing, appertaining or ': payable to AfricaS0 - Project FinardEsource shall be exempt from all forms oftaxes, duties, charges, levtfi-pss ofany kind whatsoevet including stamp duty and other i taxes, heretofore levied or hereafter imposed in its territory.
ARTICLE VIII Fiscal Exemptions, Financial Facilities, Privileges and Concessions l. 2 AfricaS0 - Project Fhrcnce shall be accorded by each Member State a status not less favourable than that of a non-resident corpomtion, and shall enjoy all fiscal exemptions, financial facilities, privileges and concessions granted to international organizations, banking establishments and financial institutions by the Member States.
Without prejudice to the generality of the provisions of Article III and paragraph I of this Article by reason of the following enumeration, AfricaS0 - Project Finance may freely and without any restriction, but to the extent necessary to implement its purpose al]d carry out its functions, set forth in these Articles of Associalion: (a) carry on all forms of financing business and provide all forms of financial services authorized under these Articles of Association; (b) purchase, hold and dispose ofnational currencies; (c) purchase, hold and dispose of convertible currencies, securities, bills of exchange and negotiable instruments, and transfer the same to, from or within the territory of any Member State; (d) open, maintain and operate accounts in national currencies in the territories of the Member States; (e) open, maintain and operate convertible crxrency accounts in the territories and outside the territories of the Member States; (0 borrow or otherwise raise funds aud make loans in convertible currencies and in that connection to fumish such collateral or other security there for as AfricaS| - Project Finance shall determine; (e) invest funds not needed in its financing operations in such obligations as AfricaS0 - Project Finance may determine and invest fiinds held by .+5 AfricaSQ - Project Finance for pension or similar purposes in any marketable securities; (h) (D guarantee securities in which AfricaS0 - Project Finan ce has invested in order to facilitate their sale; buy and sell securities Afica|0 - Project Finance has issued or guaranteed or in which Africa50 - Project Finance has invested; and (,) exercise such other powers incidental to its business as shall be necessary or desirable in furtherance of its purposes.
ARTICI,E IX \Yrrir,cr of I mnrunities aud Privilescs The immunities and privilesles provided in thess Articles of Association are gmnted in the interost of Africa50 - Project Finance and may only be waived, to such extent and upon such conditions as the Board of AlricaS0 - Project Finance shall determine, in cases where such a waiver would not, in its opinion, prejudice the interests of ly'rcaS0 - Project Finance.The Managing Diector shall have the right to waive the immunity of any officer, employee, consultant or expert of AfricaS| - Project Finance in cases where, in his opinion, the immunity would impede the couse ofjustice and can be waived without prejudice to the interests of Africa50 - Project Finance.
ln similar circumstances and under the same conditions, the Board shall have the right to waive the immunity of the Chairperson of the Board, the Managing Director or any director or altemate director of AfricaS0 - Project Finance.
46 t ARTICLE X Reservations ( ') A Member State may, when subscribing for its shares in AfricaS0 - Project Finance, declare that it retains for itself and its political subdivisions the right to tax salaries and emoluments paid by AfricaS0 - Project Finance to that Member State's citizens, nationals or residents.

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