Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837957761.pdf (Sierra Leone)
rK L) ( ARTICLES OF ASSOCIATION AFRICASO _ PROJECT DEVELOPMENT A special status financial company with an authorized share capital of frve hundred million United States Dollars (USD 500,000,000) and an issued share capital ofseventy three million seven hundred and ninety one thousand United States Dollars (USD 73,791,000) Headquarters: All6e des abricotiers, Hippodrome - Casablanca - Morocco Adopted by the general assembly of shareholders on 29 Ju'ly 2015 I 'cIT / lt ,'*;.
r* ER 11\ The shareholders hereinafter identifi ed: l) The African Development Bank, 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 01 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 Congo, represented by Mr. Gilbert ONDONGO, Minister of State, Minister of Economy, Finance, Planning, Public Portfolio and Integratioq vssted with full powers for the purposes hereof; s) The Republic of C6te d'Ivoire, represented by Mr. Moussa DOSSO, Minister of State for Employment, Social Affairs and Vocational Training, vested with full powers for the purposes hereof; 6) The Republic of Djitrouti, represented by Mr. Ilyas Moussa DAWALEH, Minister of Economy, Finance in charge of Industry, vested with fuIl powers for the purposes hereof; 7) The Arab Republic of Egypt represented by the Central Bank of Egypt, itself represetrted by Dr. Mohamed Samy Saad ZAGHLOUL, Executive Director, African Development Bank, vested with full powers for the purposes hereof; 8) The Gabonese Republic,
 represented by Mrs. Marie-Julie BILOGO BI- NZENDONG, Deputy Minister of Economy and Promotion of Investments, vested with full powers for the purposes hereof; l1 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; l0) The Republic of Ghana, represented by Mrs. Mona QUARTEY, Deputy Minister at the Ministry of Finance, vested with firll powers for tle purposes hereof; 11) The Republic of Madagascar, represented by
 Frangois Marie Maurice Gervais RAKOTOARIMANANA, Minister of Finance and Budget, vested 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 fulI powers for the purposes hereof; 13) The Republic of MaIi, represented by Mrs. Maiga Zaliha MAIGA, Charg6 de mission in the Ministry of Economy and Finance, vested with full powers for the purposes hereof; 14) The Kingdom of Morocco, r€presented by Mr. Mohammed BOUSSAID, Minister of Economy and Finance, vested with firll powers for the purposes hereof; 15) 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 Developmen!
vested with full powers for the purposes hereof; 17) The Federal Republic of Nigeria, represented by Mr. AJADI Ibraheem Folorunsho, Charg6 d'Affaires/I\4inister Plenipotentiary, Embassy of Nigeria in Rabat, vested with full powers for the purposes hereof; llt 18) The Republic of Senegal, represented by Mr. Mamadou Moustapha BA, Managing Director at the Ministry of Finance, vested wittr fi l powers for the purposes hereof; 19) The Republic of Sierra Leone, represented by Mr. John SUMAILAH, 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 Oteth 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 - P roj ect D eve lopm e n l').
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 Islamis Republic of Mauritania, the Republic of Niger, the Federal Republic of Nigeri4 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".
INDEX DEFINITIONS.....,,.,,.

NATURE..................... NAME......................... CORPORATE PURPOSE,..,.,, DURATrON,....................._.

LIABILITY SHARE CAPITAL..,....,..., HEADQUARTERS,--,.., FISCAL YEAR TRANSFER OF SHARES MINUTES., BOARD MEETI N GS........., INDEMNITY..,..,,,.

DISTRIBUTION OF DIVIDENDS.......,,,.., RESERVES ................... \YINDING UP............... COMPANY SEAL ,..,.... SECRETARY..,,,,.. l. 4.

5.

6.

8.

9.

10. ll.

12.

13.

14.

15. r6.

17.

18.

19.

20.

21.

23.


24.

25.

26.

2E.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

AUTHENTICATION OF INSTRUMENTS, ACTS AND DOCUMENTS................... BANKING INSTITUTIONS........,.. CENERAL MEETINGS OF SHAREHOLDERS.............,...., NOTICES TO SH AREHO LD ERS.,.,....

METHODS OF HOLDING GENERAL MEETINGS ... QUORUM....... voTh-G PROXIES MINUTES..............

SHAREHOLDER PROPOSALS,,.,.,,..
CORPORATIONS MAY ACT BY REPRESENTATIVE... VOTINC OF JOINT HOLDERS.,,, NO VOTING RIGHT WHERE CALLS UNPAID AMENDMENT OF ARTICLES OF ASSOCIATIO\ ...... FOR}IALITIES ENTRY INTO FORCE .......... ...'......'..,.... l ..................2 ..................2 4 I ....4 6 ..6 .........7 ............20 2l .......21 22 .....23 ..24 ..24 ..25 ._26 ..26 ...........27 ...........29 ...........30 ...........30 ...........30 -..--...-.32 ..................... 33 ..................... 34 ..................... 35 ....35 ....35 .........,._...._.. 35 "" "- "" "-" "" '35 ...35 4I.
DISPUTERESOLUTION.

FIRST SCHEDULE....................... sEcoND ScHEDULE .................. .36 .40 .41 I. DEFINITIONS "Articles of Association" shall mean the present articles of association of Afica10 - Projec.t Dewlopment at all times, including the schedules.

"Bank" shall mean the African Development Bank.

"Board" shall mean the board of direclors of AfricaS0 - Project Development.

"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 determine social, societal and envtorunental criteria in the financing of projects.

"Managing Director" shall bear the meaning ascribed to such term in Article 15.5(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 of those Shareholders entitled to vote and voting on the resolution.
"Secretary" shall bear the meaning ascribed to such term in Article 24.1 hereof.

"Shareholder" shall mean any holder of shares of AfricaS0 - Project Development- "Shareholders' Agreemenf' shall mean an agreement amongst all or substantially a majority of all the Shareholders and to which AfricaSq - Project D*elopment is also a party.
"Special Resolution" shall mean a resolution approved by a majority of sixty- seven per cent (67yo) of the votes of those Shareholders entitled to vote and voting on the resolution.

I 2.

(a) o) NATURE AfricaS0 - Project Development is a special status hnancial company.

It is govemed by its own rules, these Articles of Association, the Headquarters Agreement referenced ir: Article 8 hereof as well as the general principles goveming intemational financial organizations.
Each Member State shall take all legislative actions required under is national law and all administrative measures, as the case may be, to enable AfricaS0 - Project Developmenl to fillfil its purpose effectively and the functions entrusted to it.
Toward this end, each Member State shall accord to AfricaS0 - Projea Development, on its territory, the status, immunities, exemptions, privileges, facilities and concessions set fofih in the Second Schedule hereof, and shall promptly nform AfricaSo - Project Development of the specific actions it has taken for this purpose.

3.
3.

NAME (a) The name of the compaty Ls"AFRICAS0 - PROJECT DEWLOPMENT'- All instruments and documents issued by ,4/rica 50 - Project Development and, intended for third padies, including letters, invoices, arurouncements and various publications, shall bear its name.

(b) The name of the company may be amended in accordance with these Adicles of Association as required on admidstrative, commercial or other reasonable 4.

(a) gounds.
CORPOR{TEPURPOSE The corporate purposes of AfricaS0 - Projea Development are ro engage in any act or activity including, but not limited to, the following: (i) Identifu and develop infrastructurs projects to support sustainable economic development in Afric4 both nationally and regionally, by investing capital in the early stages of the pmject development cycle and 2 thereby attract and channel new sources of capital for financing infi'astructure in Africq (iD Identifu and hire qualified experts (including in the fields of engineering, finance, economics, law, environmental and social) toward the end of collaborating with African governments and private investors to shorten the project development cycle and maximize projects' chances of success; (iii) To mobilize the necessary political support to effect reforms needed to ensue the operational, financial and economic viability of invesments and reduce the risk ofdelays in developing and implementing projects; (iv) To enter into any agreement or arrangement with any government, municipal or local authority or any other entity which is conducive to AficaS0 - Projed Development realizing any activity relating to its corporate puposes; to obtain from any such authority or entity any rights, privileges and exemptions which,tfrica 50 - Project Devclopment deems desirable; and to carry out, exercise and comply with any such arrangements, rights, privileges and exemptions; (v) To provide technical assistance and advisory services for the study, preparation and
 implementation of infrastructure projecs located in Africa; (vi) To borrow or raise money, to issue securities, bonds, notes, mortgages and other instruments and to provide guarantees; (vir) To hold investnents of every kind and description (including without limitation, investnents in securities, shares and notes); (viii) To obtain any administrative or legislative act which enables AfricaS0 - Projea Development to c;arry out its corporate puposes or effect any modification of these Adicles 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 Africa10 - Project Deyeloprnen r's interests; and (ix) More generally, to carry on any business related direcdy or indirectly to any of the aforementioned operatiors, for the purpose of facilitating, promoting and developng AfricaS0 - Project Development's activily.
(b) In carrying out the aforementioned corporate puposes, AJrica10 - Project Development will be guided by the Equator Principles.

5.

DURATION The duration of AficaS| - Projeci Development is fixed at ninety-nine (99) years as from the date of signature of these Articles ofAssociation, except in the event ofearly dissolution or extension that may be decided by the Shareholders.

6.

LIABILITY The liability ofthe Shareholders is limited to any amount unpaid on thet shares.

7.
7.

SHARECAPITAL (a) The authorized share capital is five hundred million United States Dollars (USD s00,000,000).

(b) The issued share capital is seventy three million seven hundred ninety one thousand United States Dollan (USD 73,791,000) divided into sevent5r three thousand seven hundred ninety one (73,791) shares with a nominal value ofone thousand United States Dollars (USD 1000) each.
(c) The shares of AfricaS0 - Project Development 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 Sltares of AfricaS0 - Projed Development shall be divided into three classes: (D Class "A" shares, which shall only be offered, allotted and issued for the benefit ofsovereign African States; (ii) Class "B" shares, which shall only be offered, allotted and issued for the benefit of African and non-African public financial institutions and intemational, pan-African or regional financial institudons; 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 is 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 Shareholden based on the Board's recommendation.
A minimum of one quarter of the value of the shares 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 pu$rumt to any contrary decision, the Class "A" shares, the Class "8" shares and the Class 'C" shares shall rank pari passu with ach other in all respects.
(g) Africaf0 - Pmject Development 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 of Association atr4 in order to maintain the voting and disaibution rights of the Shareholders, the Board shall have an obligation to first offer the shares of a padicular class to existing holders of shares of that class.
Shares ofa given category shall only be transferred to those to the benefit of whom the said class of shares was issue4 whether or not such persons are already Shareholders.

5 (i) 8.

(a) Afrtca10 - Project Development 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 AfricaS0 - Project Development.
HEADOUARTERS The headquaders of AfricaS0 - Project Development shall be at the following address: All6e des abricotien - Hippodrome - Casablanca - Morocco.

The Board may decide to transfer the headquarters within the same prefecture 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.

O) Africa10 - Project Development may establish subsidiaries, affiliates, representative offices or agencies in or ouside of Africa in the territories of the states selected by the Board.
(c) (d) The State in whose territory the headquarters of Africa10 - Projecl Development is located shall sign a headquarters agreement (lhe "Ileadquarters Agreemenf') with Africa50 - Project Development, and take all necessary measures for the implementation of said Headquarters Agreement.
A State Shareholder in whose territory an affiliate, representative ofEce or a subsidiary is to be located shall sign an agreement with AficaS0 - Projea Development regarding the location of the respective aff iate, representative office or subsidiary, and take all necessary measuros to make effective such agreement.

9.

FISCALYEAR The fiscal year shall start from fimt (1) of January and end on the thirty-first (3 I ) of December of each year.
6 Exceptionally, the first fiscal year shall start from the date of establishment of Africa10 - Projecr Development and shall end on the thity first (31) of December of the year of establishmenl IO.

TRANSFEROFSIIARES Every change in the ownership of shares issued, subject to pre-emptive rights, in the capital of AfricaS0 - Project Development shall be subject to the limitations and restrictions set out in the present Article.
10.1 Provisions on the right of first refusal subscribe for shares in proportion to the number of shares held by such holder.

Futhermore, 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 notice and fair price (a) Every Shareholder including the personal representative of a dissolved body corporate Shareholder or the assignee of the property of a bankrupt Shareholder who desires to sell or transfer any share shall give notice in writing to the Board of such desire (the "Notice of Sale").
(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 fransferor'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 fat 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 (ir) failing any agreement between the Transferor Shareholder and the Board within twenty-eight (28) days ofthe Board receiving the Notice of Sale, zuch 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 shales within thirty (30) days following the appointment of such valuator.
The valuation set out under this provision shall be conducted in line with generally recopized valuation standards.

(e) The penon 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 consequent sale (a) Where the price for the shares sold under Article 10.2 is agreed upon or determined" 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 zuch 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 any 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 (ifmore 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 purchnse 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 holden of the share or shares so sold.
10.4 Shares on offer not taken up bv Shareholders (a) Where all dre shares remain 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 to sell or transfer the shares, may, subject to paragraph (b), sell the shares not so sold to any eligible person who is nota Shareholder.
(b) The person desiring to sell the shares shall not sell the shares for a price less than the price at which the shares have been offered for sale to the Shareholders under this Article 10, but every such sale shall nevertheless be subject to the provisions of Article 12.

(c) No shares may be sold unless a proportionate percentage of all clairns of the seller in respect of capital commitments and./or loan accorrts against Africa50 - Project Development, if any, are sold simultaneously.
(d) No shares shall be transferred to any persoo who is not a Shareholder unless that person is eligible and agrees to be bound by such written agreements which are in force between AfricaS0 - Project Development utd ils Shareholders or between the Shareholders goveming their relationship as Shareholders in {rica 50 - Proiect Development.

9 I1.
BOARD'S RIGHT TO REFUSE REGISTRA.TION OF TRANSFERS The Board may refuse or delay the regiskation of.any transfer of any share to any person whether an existing Shareholder or not, where: the transferee has not signed the transfer documentation; a holder of any such share has failed to pay on the due date any amount payable thereon; the transferee is a minor or a person of unsound mind; (a) o) (c) (d) the transfer is not accompanied by such proofas the Board reasonably requires of Ore right of the transferor to make the transfer; or (e) the pre-ernptive provisions contained in Article 10, if applicable, have not been complied with.
12.

PURCHASE OR OTHER ACOUISITION BY AFRICASO _ PROJECT DEVELOPMENTOF ITS O\YN SHARES l2.l Authoritv of,4frica50 - Proiecl DeveloDmentto acouire its own shares Subject to any restrictions or conditions imposed by the Board, AfricaS0 - Project Development sl:all be expressly authorised to purchase or otherwise acquire shares issued by it.
12.2 Authoritv of AfricaS0 - Proiect DeveloDment to hold its own sbares Subject to any restrictions or conditions imposed by the Board, AfricaS0 - Project Development 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.

l0 13.
l0 13.

CALLSONSHARES 13.1 Share calls (a) The Board may, from time 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 issue, and each Shareholder shall, subject to receiving at least thirty (30) days' written notice specifuing tlre time or times and place of payment, pay to AfricaS0 - Project Detelopment at the time or times and place so specifr.ed the amount called.
(b) A call made under paragraph (a) may be revoked or posponed as the Board may determine.

13.2 Timins of calls A call may be made payable at such tirnes and in such amount as the Board may determine.

13.3 Liability of ioint holders The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof- 13.-l 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 paragraph (a).
13.5 Instalments Any amount which by the terms of issue of a share becomes payable on issue or at any frxed time shall for all purposes be deemed to be a call duly made and payable at the time at which by ttre terms of issue the same becomes ll payable and, in case of non-payment, 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 virhre of a call duly made and notified.
13.6 Differentiation as to amounts The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment in respect of each share or category ofshares.

11.
11.

FORFEITURE 14,1 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 In the event of tron-payment on or before the date appointed the Shareholder referred to in Article 14.1 is subject to foreclosure and the remainder of the unpaid capital shall be treated in accordance with the terms and conditions specified by the Board.

15.

MANAGEMENT OF AFRICASO _ PROJECT DE NT 15.l Comoosition of the Board (a) AfricaS| - Project Development shall be administered by a Board comprising tlree (3) to twelve (12) members.
Mernbers of the Board shall be nattral persons appointed by the ordinary general meeting of Shareholders or co-opted by the Board subject to ratification by the next ordinary general meeting of Shareholders.

12 O) All directors shall be appointed on temls and conditions stating their remuneration and other benefits, as allocated by the 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 appoht directors of AfricaS0 - Project Development for a term of three (3) years.

Any member of the Board may be re-appointed.

15.3 Powers of thc Board (a) The Board shall determine the strategic direction of the business of AlricaS| - Projecl Developmezl and ensure its implementation.
(b) Subject to the powers expressly conferred on the Shareholders and within the limits of the corporate purposes of AfricaS0 - Project Development, it shall handle all matters involving the proper functiodng of AfricaS0 - Project Development and settle matters through its deliberations.

(c) The Board shall carry out such controls and verifi.cations that it deems appropriate.
(d) In its relationships with third padies, AfricaSO - Project Development shallbe bound even by actions of the Board that are not consistent with the corporate purpose, unless it proves that the third party was aware that tlre actions went beyond such corporate purposes or could not have been unaware thereof given the circumstances.
(e) The Board may delegate such of its powers as it may deem necessary to a dtector, a committee of directors or to such officers or other persons, save that the Board shall not delegate its powers in respect ofthe following: (D Establishment of terms of any new issue of shares and determination of consideration for shares; 13 (it) Issue of certificate in respect of shares not paid for in cash; (iii) Dividenddistributionsrecommerdation; (i") Issue of shares in lieu ofdividends; (v) Purchase by,{y'r'ca 50 - Projed Developmezl of its own shares; (vi) Redemption of shares at the option of Africa50 - Project Developmenf, (viD Decisions rclating to the appointnent of the Chairpenon of the Board, the Managing Director or the Secretary; and (viii) Decisions relating to the approval of merger proposals.
(0 The Board may at any time by power of attorney appoint the Ban-k, any company, hrm or person or body ofpersons to be the attomey or attomeys of AJricaS0 - Project Development 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 attorney as the Board may deem fit and may also authorize any such attomey 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.

(b) The term of office of the Chairperson of the Board shall be the same as his term as director of Africa10 - Project Development.
(c) The functions of Chairperson of the Board shall cease: (i) on the day of cessation of the Chairperson 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 terminate such functions.
14 (d) Notwithstanding the reason or manner thereot 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 of the Board.

(e) The Chairperson of the Board shall represent the Board.

He shall organize and direct the deliberations of the Board, on which he shall report to the general meeting of Shareholders.
He shall ensure the proper functioning of corporate bodies and in particular that the directors are in a position to fulfil thet mlsslon.

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

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 thc Board.
15.5 General qlanagement of Africa10 - Proiect Development (a) Methods of exercising the general management of AfricaS0 - Project Development (D The general management of AfricaS0 - Project Development shall be assumed either by the Chairperson of the Board who shall then bear the title of Chief Executive Officer, or by any other natural person appointed by the Board who shall bear the title of Managing Director.
(iD The choice betwe€n 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 inforrned of the choice ofthe Board during their nexl general meeting- 15 (iv) Where the Chief Executive Officer assumes the generai management of AfricaS| - Pmject D*elopment, the provisions relating to the Managing Director shall be applicable to him.
(b) Managing Director (i) The managing responsible for Development.

director (the "Managing Director") shall be the general management of AfricaS0 - Project (ii) The Managing Diector shall be appointed by the Board and shall be a natural persoo, whether or not that person is a Shareholder or director of AfricaS0 - Project Development.

(iii) 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 AfricaS0 - Project Developmenl, the term of his office shall not exceed his diectorship.

(iv) The duties of Managing Director shall cease in the event of: (A) resignatio& (B) death, (C) a termination 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 Director may be dismissed at any time by the Board.
(vi) The Managing Director shall be vested with the broadest powers to act on behalf of AfricaS0 - Projea Development in all circuostances, subject to strict compliance with the provisions of these Articles of Association and {rica50 - Projecl Development's object.
(vii) The Managing Dfuector shall be the legal representative of AfricaS0 - Project Development and shall, subject to the pmvisions of these Articles of Association, conduct, under the general control and direction of the Board, the day+o-day business of AfricaS0 - Project Development.
He shall be responsible for the appointment and release of ofEcers and staff of AfricaS| - Project Development in accordance 16 with regulations adopted by the Board, aud 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 - Project Development, management shall make it its foremost consideration to secure the highest standards ofe{ficiency, technical competence and integrity.

(c) Deputy Managing Directors (D On proposal by the Managing Dfuector, the Board shall appoint one or two natural persons with the title of deputy managing dtectors, to assist the Managing Director (the "Deputy Managing Director(s)").
(iD 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 Diector 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).

(iiD ln the event of cessation of service or incapacity of the Managing Director, the Deputy Managing Director(s) shall remain in offrce and retain their duties until the appoinment of a new Managing Director, unless decided otherwise by the Board.

16.
16.

BOARDPROCEEDINGS 16,1 Convening of meetinss (a) The Board shall be convened by the Chairperson of the Board g5ing any method of dispatch likely to fix a date certain and guarantee its reception by the addressee, or otherwise by the extemal auditor of AfricaS0 - Project 17 Development (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 infomration to enable the directors to prepare the proceedings.
(d) An irregularity in the lotice of a meeting is waived where all directors entitled to receive notice of the meeting attend ths mssting 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 meetings A meeting of the Board or one of its committees may be held either: (a) by a number of the directors who constihrte a quorum, being assembled together at the place, date, and t'ime appointed for lhe meeting; or (b) by means of audio, or audio and visual, corununication by which all directors participating and consdtuting a quonrm can simultaneously hear each other throughout the meeting.
16.3 Ouorum (a) A quonrm for a meeting of the Board shall consist of a simple majority of directors or of such other great number of directors as may be fixed by the Board.

(b) No business may be transacted at a meeting of the Board if a quorum is not present.
l8 16.1 Votins (a) Subject to any contrary decision: (i) every director shall have one vote; (ii) a resolution of the Boad 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 (iii) the Chairperson of the Board shall have a casting vote.

(b) A director present at a meeting of the Board shall vote for, abstain from or vote against the resolution at the meeting.
16.5 Resolution in u riting (a) A rcsolution 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 of the Board duly convened and held, provided due notice was given to all dircctors so entitled.

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

f6.6 Other proceedings Except as otherwise provided in these Articles of Association, the Board may regulate its own procedures.
16.7 Committees The Board may create several committees, each committee to consist of one or more ofthe directors of AfricaS| - Proiect Developrnent, which to the extent l9 provided in the relevant resolution shall have and may exercise the powers of the Board in the menagement and affairs of AfricaS0 - Prujec, Deyelopment.

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

Each corrmittee 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.

MINUTES (a) The Secretary shall cause minutes to be made ofall proceedings of the Board or of cornmittee thereot ot (i) all appointrnents of officers made by the Board; (ii) all the names ofthe directoB present at each meeting ofthe Board and of any committee of the Board; and (iir) all resolutions and proceedings at all meetings of the Board, and of Committees 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 chairpenon, by two directors.
Any minutes of any meeting of the Board or of any committee, purporting to be signed by the chairperson of such meeting or of the meeting at which they are approved, shall 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 register 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 Africa50 - Project Development is located.

Any addition, deletion substitution 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.

18.
18.

BOARD MEETINGS (a) A director interested il 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 counted.

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

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

Alternatively, a director who cannot appear in person at a Board meeting can attend electonically by telephone or video.

The absent director shall be deerned to be in attendance if the absent director can hear all other board members and all other board members can hear the absent director.
If all the directors participating in a meeting are not in the same place, they may decide that fts rneeting is to be treated as taking place wherever any of them is.

19.
19.

INDEMNITY (a) Every director or other offrcer of AfricaSD - Project Development shall be entitled to be indemnified out of the assets of ly'icaS0 - Project Development against all losses or liabilities which he may sustain or incur in or about the execution ofthe duties ofhis office or otherwise in relation thereto, other than such losses or liabilities which he may sustain or incur by reason of his gross negligence or wilful misconduct.
No director or other offrcer shall be liable for any loss or damage which may be suffered by Africa50 - Project Development in the execution of his ofEce, or in relation thereto, other than 21 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.

20.
20.

DISTRIBUTION OF DIVIDENDS (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 of dividends.

(b) A dividend may be authorised by the Board at such time and in such amount as it deems fil, however no dividend shall be payable except out of the profits of Africa10 - Project Development, or in excess of the amount recommended by the Board.
(c) Subject to the rights ofpersons, 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 podion or portions of the period in respect 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.
(f) The Board may deduct from any dividend payable to any Shareholder all sums of money, if any, presently payable by him to AfricaS0 - Project Development on account of calls or any obligation attached to the shares or otherwise in relation to the shares of AfricaS0 - Project Development.

(g) No dividend shall bear interest against Africa|| - Proiect Development.
22 (h) Any dividend, interest, or other money payable in cash in respect of shares may be paid by wte 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 o Every such wire trar:sfer or cheque or postal or money order shall be made payable to the order of the person to whom it is sent.

Any one of the two or more 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 distributions unclaimed for (5) years after having been declared may be forfeited by the Board for the benefit of AfricaS0 - Project Development.

2I.

RESERVES (a) 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 (1/10) of AfricaS0 - Project Development's share capital.

The deduction shall resume it for some reason, the reserve falls below said one-tenth.
(b) However, the Board may, before recommending any distribution, set aside out of the profis of Afrtca'0 - Project Devvlopment such sums as they deem proper and within the limits mentioned above, as a reserye or resewes which shall, at the discretion of the Board, be applied tov/ards contingencies, or for any other purpose to which the profrts of AfricaS0 - Project Developmen, may be properly applied, and pending such application may, at the like discretioq either be z) employed in the business of AfricaS0 - Project Development or be invested in such invesbnents as the Board may from time to time deem fit.
22.

WINDING UP (a) Subject to paragraphs (b) and (c) and to the terms of issue of any shares in Africa50 - Project Development, \poa the winding tp of AfticaS0 - Project Development, the assets, if any, remaining after paynent of the debts and liabilities of AfricaS0 - Project Development and the costs of winding up (the surplus assets), shall be distributed among the Shareholders in proportion to thea shareholding.
(b) The holders of shares not fully paid up shall only receive a proportionate share of their entitlement being an amount paid to AfricaS0 - Project Development in satisfaction of the liability of the Shareholder to AfricaS0 - Project Developmenl it respect of the shares either under these Articles of Association of Africa|O - Project Development or pursuant to the terrns of issue of the shares.
(c) Where AfricaS0 - Project Developnenl is wound up, subject to the adoption of a Special Resolution, the Shareholders may divide in kind amongst the members the assets of AfricaS0 - Project Development, whether they consist ofproperty 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.

CON{PANY SEAL The Board may cause a seal of ly'icds0 - Project Dewlopmez, 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 committee of the Board duly authorized by the Board in that regard and every instrument to which the Seal shall be afExed shall be signed by the Managing Director and shall be counter- 24 signed by the Secretary or by some other person appointed by the Board for the purpose.

24.
24.

SECRETARY The Secretary is the general legal co,'r.el of AfricaS0 - Projeci Developmenl 24.1 Appointment of Secretarv The secretary (the "Secretary") shall be appointed by the Board, on the recommendation of the Managing Dircctor, for such terrn, at such remuneratioo, and upon such conditions as they may think fit.

24.2 Removal of Secretarv A Secretary may be removed from offrce by the Board only.
24.3 Dutics ofthe Secretarv The duties ofthe Secretary shall include but shall not be restricted to: (a) providing, in his or her capacity as general legal colnsel of AfricaS0 - Project Development all required legal advice to the Board" the Managing Director and committees; O) (") (d) issuing legal opinions on all matters of law or procedure that may arise in relation to the execution of the corporate pwposes of Africa50 - Project Development; providing the Board with guidance as to its duties, responsibilities and powers; informing the Board ofall legislation relevant to or affecting general meetings of Sbareholders and meetings of the Board or committees, reporting at any meetings; and filing any doc',-ents required of AfricaS0 - Project D*elopment and advising as to any failure to comply with such legislation; 25 (e) (0 eDsuring that minutes of all general meetings of Shareholders or meetings of the Board or committees are properly recorded and all corporate registen are properly maintained; and enswing that a copy of AJricaS0 - Projec't Development's annual financial statements are sent to every person entided to such statements.
25.

AUTHENTICATION OF INSTRUMENTS.

ACTS AND DOCUMENTS 25.1 Instruments.

Acts and Documents All instruments, acts and documents executed or signed onbelnlf of AfricaS0 - ProjecT Development fi:ay be in such form and contain such powers, provisos, conditions, covenants, clauses and agreements as the Board shall dean 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 Negolliable instruments and cheques paid out AII bills of exchange, promissory notes or other negotiable instruments shall be accepte4 made, drawn or endorsed for and on behalf of Africa50 - Project Development "nd all cheques or orders for payment shall be sigred by the fr{enaging Director.
25.3 Endors€ment ofnegotiable instruments and cheques paid in Cheques or other negotiable instruments pa,Ld to AfricaSq - Projecl Developmenlsbaakers for collection and requiring the endorsemerfi of Africa10 - Projed Developnezl, may be endorsed on its behalf by the Managing Director or by such other officer as the Managing Director may appoint for this purpose.
26, BANKINGINSTITUTIONS All moneys belonging to AfricaS0 - Pmject Development shall be paid to such banking institutions as the Managing Director shall elect from time to time in writing.

26 27.

GENERAL 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 meetings (a) General meetings of Shareholders shall be convened by the Board, or otherwise the Auditor, using any method of dispatch likely to fix a date certain and guarantee its reception by the ad&essee.

(b) Written notice of the time and place of a general meeting of Shareholders shall be sent by the Secretary to every Shareholder and to every director and the Auditor not less than frfteen (15) days before the meeting.
(c) The notice shall state: (i) the nature of the business to be transacted at the general meeting in sullicient detail to enable a Shareholder to form a reasoned judgment in relation to it; and (ii) 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.

G) (i) 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 general 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 unhnished at ttre general meeting from which the adjournment took place.

(ii| When a general meeting of Shareholders is adjoumed for thirty (30) days or more, notice of the adjoumed meeting shall be given as in the case of a 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 tansacted at an adjoumed general meeting.
21.3 Decisions to be taken at an ordin arv gencral meeting of Shareholders Shareholders shall decide the following matters by way of an Ordinary Resolution: (a) subject to the provisions of these Articles of Association, appointing and removing the directors and detemrining their remuneration; (b) increasing or reducing the number ofdirectors; (c) appointing the Auditor and determining its mandate and remuneration; (d) approving, after reviewing the report of the Auditor, the annual financial statements of ly'ica 50 - Project Dewlopmazt and adopting the annual re.port; and (e) considering any matter referred to them by the Board.
28 21.4 Decisions to be taken at an extraordinarv general meeting of Shareholders Shareholders shall decide the following matters by way of a Special Resolution: (a) adding to, amending, modiffing or revoking these Articles of Association; (b) (c) increasing or decreasing the share capital of AfricaS0 - Project Development; and winding-up AfricaS0 - Project Development in accordance with the provisions of these Articles of Association.

28.
28.

NOTICESTOSHAREHOLDERS Subject to any contrary decision: (a) (b) (c) A notice may be gSvenby Africa50 - Projeci Development to alrry 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 htm to Africa|| - Projecl Development for the giving of notices to him.
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.

A notice may be givetby AfricaS0 - Pmject Development to thejoint holders of a share by giving notice to the joint holder named first in the register in respect of the share.
(d) Any Shareholder present, either pers6nally or by proxy, at any general meeting shall for all purposes be deerred to have received due notice of such general alssting and, where requird of the purposes for which such meeting general was convened.

29 29.
29 29.

METHODS OF HOLDING GENERAL MEETINGS A meeting of Shareholders may be held either: (a) by a number of Shareholders who constitute a quorunL being assembled together at the place, date, and time appointed for the general meeting; or O) 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.

30.
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- thirds 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: (') 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 (iD where, at the adjourned general meeting, a quorum is not present within thirfy (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 meetiag: (, (ii) voting by voice; or voring by sbow ofhands 30 (b) Where a general meeting of Shareholders is held under Article 29(b), r,nless a poll is demanded, voting at the meeting shall be by the Shareholders signifoing 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 of shares held by such Shareholder entitles him to.

(d) The chairperson of a general meeting of Shareholders shall not be entitled to a casting vote.
(e) 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 para$aph (d).
(0 At a general meeting of Shareholders, a poll may be demanded by: (D not less than frve (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 n Africa|| - Project Development that confer a right to vote at the general meetilg and on which the aggregate amount paid up is not less than 10 percent of the total amount paid up on all shares that confer that right; or (i") 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.

31 (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 and voting.
(i) Where a poll is duly demanded, it shall, subject to paragraph (h), be taken in such manner as the 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.
0) A poll demanded: ( r.) on the election of a chairperson or on a question of adjournment, shall !g tak€n immediately; (iD on any other question, shall be taken at such time and place as the general meeting directs; and (ii, 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 may attend and be heard at a general mssling 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 appointment is for a particular general meeting or a specified term.

(d) (i) 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.
32 (ii) Any power of attomey or other authority under which the proxy is signed or a notarially certified copy shall also be produced.

(iiD A proxy form shall be sent to the Shareholders with each notice calling a general meeting of AfricaS0 - Project Development.

(iv) The instmment appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or in the case of a corporation under the hand of an officer or of an agent duly authorised.
(v) The instrument appointing a proxy shall be in the following form: Uwe, the Development undersigned, of being Shareholdeds)of AfricaS| - Project appoint or failing him/hcr, hereby of As my/our proxy to vote for me/us at the meeting of Africa50 - Project Developmerrt to be held on and at any adjoumment of the meeting.

Signed in this (day, month, year) 33.

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

1' 34, SIIAREHOLDERPROPOSALS (a) A Shareholder may give written uotice 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 Shareholden is required to be given by the Board, the Board shall, at the expense of AfricaS0 - Project Development, give notice of the Shareholder proposal and the text of any proposed resolution to all Shareholders entitled to receive notice of the meeting.
(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 relevant meeting of Shareholders is requted to be given by the Board, the Board shall, at the expense of the Shareholder, give notice ofthe Shareholder's proposal and the text ofany proposed resolution to all Shareholders entitled to receive notice of the 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.
(e) 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 34 AfricaS0 - Project Developrrrent or tellLder to AfricaS0 - Project Development a sum sufficient to meet those costs.

35.
35.

CORPORATIONS MAY ACT BY REPRESENTATI\'E 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 ofa share, the vote of the person named fust in the share register and voting on a matter shall be accepted to the exclusion of the votes of the otherjoint holders.

31.
31.

NO VOTING RIGHT WHERE CALLS UNPAID Where a sum due to,{y'ica50 - Project Development iL respect of a share has not been paid, that share may not be voted at a general meeting of Shareholders.

38.

AMENDMENTOFARTICLES OF ASSOCIATION These Articles ofAssociation may only be amended 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 iustruments for the establishment of Africas| - Project Development.

40.
40.

ENTRYINTOFORCE 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.
35 As a transitional measure, the Member States accept, upon the signature of these Articles of Association, to grant to Aftica10 - Project Detelopment, ils dfuectors, officers and employees, all privileges, immunities, exemptions, authorisations, perrnits and visas and all other rights necessary for its operations.

47.
47.

DISPUTERESOLUTION Any dispute between Africa10 - Project Development and one or more Shareholden arising out of, or in connection with, the interpretation or application of these Articles of Association, if it is not settled amicably wirhin a period of ninety (90) days of its occurrence, shall be submitted to an arbitral tribunal comprising tbree arbitrators.
Each of the parties shall appoint one arbitrator and the third arbitrator shall be appointed by agreement between the two designated arbikators or, if the arbitrators do not reach an agreement, by the President ofthe International Chamber of Corrmerce.

The arbitration award shall be frnal in respect of both parties.

IN WITNESS WHEREOF, 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 of these Articles of Association shall be regarded as equally authentic.
Jt) SIGNATURE PAGES The African Development Bank The Republic of Benin The Republic of Cameroon tf The Republic of Djibouti The Arab Republic of Egypt The Gabonese Republic The Republic of the Gambia 37 The Republic of Ghana a< {--\ \-1 The Republic of Madagascar The Republic of Malarvi I 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 38 The Republic of Sudan The Togolese Republic dIIL 39 FIRST SCHEDULE SIJBSCRIBED SHARE CAPITAL STRUCTURE OR AFRICA,O-PROJECT DEWLOPMENT AS AT 29 JULY 2015 Shareholder Number of shares The African Development Bank The Republic of Benin The Republic of Cameroon The Republic ofCongo The Republic of Cote d'Ivoire The Republic of Djibouti The Arab Republic of Egypt 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 14,65'7 464 4,237 18,666 2,999 300 10,000 866 100 1,961 I 000 200 2 10,000 1,01 I 199 4,000 1,000 200 2 1,927 73,791 SECOND SCHEDULE IMMUNITMS, EXEMPTIONS AIID PRI\'ILEGES The immunities, exernptions and privileges set forth in this Schedule shall be accorded to Africafq - Projea Development in the territory of each State that becomes
 a Shareholder in ficc50 - Project Development.
1.

2 I ARTICLE I Lesal Process and Judicial Proceedings Actions may be brought agarrct AfricaS0 - Project Development onTy before a court of competent jurisdiction in the territory of a Member State in which Africa10 - Project Development has a branch or office, has appointed an agent for the purpose ofaccepting service or notice ofprocess, or has issued or guaranteed securities.

No actions shall, however, be brought by Shareholders or persons acting for or deriving claims f166 Shareholders.
The immunities provided in this Article I are in the tnterest of AfricaS| - Project Developmenl.
The Board may waive them to such extent and upon such conditions as it may determine in cases where such waiver would in its opinion firrther the txltercsts of AfricaS| - Project Development ARTICLE II Immunitv with resDect to Propertv and Assets The property and assets of Africai0 - Project Development wherever located and by whomsoever held shall be immune from search, requisition, expropriation, confiscation, nationalization and all other forms of seizure, taking or foreclosure by executive or legislative action; and (b) seizure, attachment or execution before the delivery of final judgment or award agair:st AfricaS0 - Project Development.
4t 2.

1.

2.

For the purpose of this Article and Article III of this Schedule, the term "prop€rty and assets of Africa10 - Project Developmenf' shall include property and assets owned or held by Africa|| - Project Development alld deposits and funds entrusted to AfricasD - Project Development h the ordinary course of business.

ARTICLE III Freedom of Propertv.


Assets and Operations from Restriction To the extent necessary to implement the corporate pu4)oses of Africa,q - Project Development ard, carry out its functions, each Member State shail waive, and refrain from imposing, any administrative, financial or other regulatory restrictions that are likely to hinder in any manner the smooth functioning of 1y'rca50 - Project Development or ilrrpair its operations.
To this end, AfricaS0 - Project Development, its property, assets, operations and activities shall be free from restrictions, regulations, supervision or controls, moratoria and other legislative, executive, administrative, fiscal and monetary reskictions of any nature.
ARTICLE IV Immunity of Archives The archives of AfricaS0 - Project Development and, in general, all documents belonging to or heldby Africa50 - Project Development ot thnd, 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 in the course ofjudicial or arbitral proceedings to which Africa10 - Project Development is party or proceedings arising out of trarsactions concluded by AfricaSO - Pmject Development- ^a ARTICLEV Privilege for Communications Offrcial communications of AfricaS0 - Project Development shall be accorded by each Member State the same treatment that it accords to the official communications of intemational organizations.
ARTICLE VI Personnel Immunities.
Privileges and Exemptions 1 The Chairperson of the Board, the Managing Director, dtectors, altemate directors, oflicers and employees of AfricaS0 - Project Detnlopment and consultants and experts performing missions for AfricaS0 - Project Development: (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, offrcials and employees of comparable rank of other States or intemational organizations; (c) in the case of nationals, at the request of AfricaS0 - Pmject Development, may be exempted from 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 treahent in respect of travelling facilities as is accorded by Member States to representatives, officials and employees of comparable rank of other States or international organizations.
43 / 2 The Chairperson of the Board, the Managing Director, directors, altemate directors, officers and employees of Africa1| - Project Development: (a) shall be immune from arrest or detention, except that this immunity shall not apply to civil liability arising from a road traffic accident or to a tafEc offence; and O) shall be exempt from any form of direct or indirect taxation on salaries, emoluments, indemnities and pension paid by AfricaS0 - Project Development.

ARTICLE VII Exemption from Taxation 1.


2 AfricaS0 - Projecl Development, its property, assets, income, operations and transactions shall be exempt from all taxation and custom dties.
AJricaS0 - Project Developfienl and its agents appointed to receive notifications and other communicatioq its receiving, fiscal and palng agents shall be exempt from any obligation relating to the payment, withholding or collection of any tax or duty out of funds owned by, or otherwise appertaining to, AJricaS| - Project Development.
Without prejudice to the generality of the provisions of paragraph I of this Article, each Member State shall take all necessary action to ensure that the property and assets of AfricaS0 - Project Development, its capital, resewes and dividelds, loans, credits, guarantees, securities, and other investments and transactions, interest, commissioDs, fees, profits, gains, proceeds of realization and other income, retum and monies of any kind, accruing, appertaining or payable to Africa10 - Project Development from any source shall be exempt from all forms of taxes, duties, charges, levies, and imposts of any kind whatsoever, including stamp duty and other documentary taxes, heretofore levied or hereafter imposed in its territory.
44 Fiscal Exemptions.

Financial Facilities.

Privileees and Concessions ARTICLE VIII t. 2.

Africa50 - Project Development shall be accorded by each Member State a status not less favourable than that of a non-resident corporation, 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 paragra.ph 1 of this Article by reason of the following e )rieration, Africas 0 - Project Development may freely and without any restriction, but to the extent necessary to implement its purpose and carry out its functions, set forth in these Articles of Association: (a) carq/ on all forms of frnancing business and provide all forms of financial services authorized under these Articles ofAssociation; (b) purchase, hold and dispose ofnational currencies; (c) purchase, hold and dispose ofconvertible 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 opemte accounts in national currencies in the territories of the Member States' (e) open, maintain and operate convertible crlrency accounts in the territories and outside the territories ofthe Member States; (0 borrow or otherwise raise funds and make loans in convertible currencies and in that comection to fumish such collateral or other security there for as AfricaS0 - Project Development shall determine; (g) invest funds not needed in its frnancing operations in such obligafions a.s Africa|D - Project Development may determine and invest funds 45 held by AfricaS0 - Project Development for pension or similar puposes in any marketable securities; (h) guarantee securities in which Africa|0 - Project Development has invested in order to facilitate thet sale; (') buy and sell securities Africa|O - Project Development has issued or guaranteed or rn which AfricaS0 - Project Development has invested; and (j) exercise such other powers incidental to its business as shall be necessary or desirable in fudherance of its purposes- ARTICLE IX Waiver of Immunities and Privileges The immunities and privileges provided in these Articles of Association are granted in the interest of Africa,0 - Pmject Development and may only be waived, to such exteot and upon such conditions as the Board of AfricaS| - Project Development shall determine, in cases where such a waiver would no!
in its opinion, prejudice the interests of AfricaS| - Project Development.

TtLe Managrng Director shall have the right to waive the immunity of any officer, employee, consultant or expert of AfricaS0 - Project Development in cases where, in his opinion, the immunity would impede the course ofjustice and can be waived without prejudice to the interests of Africa1| - Project Development.
ln similar circurnstances 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 dketor of AfricaS0 - Prcject Development.
46 ARTICLE X Reservations A Member State may, when subscribing for its shares in AficaS0 - Project Development, declare that it retains for itself and its political subdivisions the right to tax salaries and emoluments paid by Africa50 - Project Development to that Member State's citizens, nationals or residents.

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