prop · GO0339 · 2001-01-01 00:00:00 — 245 2 450 000 0,761 7 610 000 1,1 536 15 360 000 3,1 536 15 360 000 3,123 1 230 000 0,1 536 15 360 000 3,1 536 15 360 000 3,761 7 610 000 1,1 536 15 360 000 3,761 7 610 000 1,Subtotal 10 331 103 310 000 20,GRAND TOTAL 50 000 000 100,/1 Members may waive their preferential subscription rights. Medlemsland Aktier Totalt antal tecknade aktier (US-dollar) 1/ Andel Regionala utvecklingsländer 5 712 000 11,106 1 060 000 0,74 740 000 0,74 740 000 0,459 4 590 000 0,5 712 57 120 000 11,1 694 16 940 000 3,1 694 16 940 000 3,231 2 310 000 0,309 3 090 000 0,309 3 090 000 0,231 2 310 000 0,309 3 090 000 0,88 880 000 0,231 2 310 000 0,231 2 310 000 0,309 3 090 000 0,3 677 36 770 000 7,231 2 310 000 0,231 2 310 000 0,231 2 310 000 0,1 ,74 740 000 0,231 2 310 000 0,609 6 090 000 1,3 063 30 630 000 6,Delsumma 27 151 271 510 000 54, 12 518 125 180 000 25,Övriga länder 761 7 610 000 1,1 536 15 360 000 3,123 1 230 000 0,1 536 15 360 000 3,1 536 15 360 000 3,761 7 610 000 1,761 7 610 000 1,1 536 15 360 000 3,1 536 15 360 000 3,245 2 450 000 0,Delsumma 10 331 103 310 000 20,TOTALT 50 000 000 100,/1 Medlem kan avstå från sin företrädesrätt att teckna aktie (b ) Each subscribing member shall represent to the Corporation that it has taken all necessary action to authorize its subscription and shall furnish to the Corporation such information thereon as the latter may request. (c) The subscription of each member to the additional capital stock shall be made on the following terms and conditions: (i) The subscription price per share shall be the par value of each share as provided in the Agreement Establishing the Corporation. (ii) Subscriptions shall be received by the Corporation on or before October 31, 1999 , or such later date as may determine; each member''''s subscription shall be for the corresponding number of shares specified herein. (iii) Payrnents for subscriptions to the authorized capital stock sha1l be made entirely in dollars. (iv) Payments for subscriptions shall be made at the option of the member: (a) in cash, in eight annual, equa1 and consecutive installments. The period for payment of the first installment shall begin October 31, 1999 , and shall end on October 31, 2000. Subsequent twelve-month payment periods shall begin on 1 of each of the years 2000 through 2006 and sha1l end on October 31 of each of the years 2001 through 2007, or such later date(s) as may be determined by . (b) by the deposit of promissory notes or similar obligations issued by the government of the member country or the depository designated by such member, which shall be non- negotiable, non-interest hearing and payable at their par value to the account of the Corporation as mutually agreed between the Corporation and the member. shall encash the notes or similar obligations of members in eight annual, equal and consecutive installments. Encashments relating to the first installment sha1l begin October 31, 1999, and be completed by October 31, 2000. Encashments relating to the next installments shall begin on 1 of eacb of the years 2000 tbrough 2006 and shall be completed by October 31 of each of the years 2001 tbrough 2007, or such later date(s) as may be determined by . Once this resolution becomes effective, each member shall, at the end of each payment period as set forth in (iv) above, be issued one share for eacb US$10,000 paid, in cash or encashed by rneans of a promissory note or similar obligations, by the member and received by the Corporation for such share. Incorporation of Document CII/AB-685 The guidelines, set forth in Document CII/AB-685 for the implementation of the ten-year plan, which are an integral part of the increase of authorized capital stock of the Corporation, are hereby incorporated as if fully set forth herein. recommendation to modify such guidelines shall be subject to approval by , in accordance with Article II, Section 2 c (ii) of the Agreement Establishing the Corporation. (Adopted , 1999) b) Varje medlem som tecknar aktier skall till bolaget uppge att den vidtagit alla nödvändiga åtgärder för att dess aktieteckning skall godkännas och skall förse bolaget med den information härom som detta begär. c) Varje medlems teckning av aktier i det tillkommande aktiekapitalet skall ske på följande villkor: i) Teckningskursen per aktie skall vara varje akties nominella värde enligt avtalet för upprättande av bolaget. ii) Aktieteckningar skall vara bolaget tillhanda eller den senare dag som direktionen fastställer. Varje medlems aktieteckning skall avse det antal aktier som anges ovan. iii) Betalning för teckning av aktiekapital skall ske uteslutande i US- dollar. iv) Betalning för aktieteckning skall enligt medlemmens val ske: a) kontant i åtta årliga, lika stora och på varandra följande rater. Betalningsperioden för den första raten skall börja och upphöra . Efterföljande tolvmånadersperioder skall börja vart och ett av åren 2000 eller på den senare dag (de senare dagar) som direktionen fastställer. b) genom deposition av skuldebrev eller liknande förbindelser - emitterade av medlemslandets regering eller den av medlemmen utsedda depositarien vilka ej skall vara överlåtbara eller räntebärande. De skall vara betalbara till sitt nominella värde till bolagets konto efter överenskommelse mellan bolaget och medlemmen. Bolaget skall lösa in medlemmarnas skuldebrev eller liknande förbindelser i åtta årliga, lika stora och på varandra följande rater. Inlösen av den första raten skall påbörjas och vara avslutad . Inlösen av följande rater skall påbörjas vart och ett av åren 2000 och vara avslutad vart och ett av åren 2001 eller den senare dag (de senare dagar) som direktionen fastställer. Avsnitt 3 Emittering av aktier Sedan denna resolution trätt ikraft skall till varje medlem vid slutet av varje betalningsperiod enligt vad som stadgas i iv ovan emitteras en aktie för varje belopp om US$10 000 som betalats kontant kontant eller lösts in genom skuldebrev eller liknande skuldförbindelse. Avsnitt 4 Intagande av dokumentet CII/AB-685 i avtalet De i dokument CII/AB-685 fastslagna riktlinjerna för genomförande av tioårspalanen, vilka är en integrerande del av ökningen av bolagets aktiekapital, införlivas härmed med avtalet som om de i sin helhet stadgats däri. Rekommendation om ändring av riktlinjerna skall underställas styrelsen för godkännande enligt artikel II avsnitt 2 c ii i antalet om upprättande av bolaget. AGREEMENT ESTABLISHING THE INTER-AMERICAN INVESTMENT CORPORATION AVTAL OM UPPRÄTTANDE AV INTERAMERIKANSKA INVESTERINGSBOLAGET The Agreement Establishing the became effective 23, 1986. The text set forth herein is a true copy of the Agreement as amended by resolution effective October 3, 1995. Avtalet om upprättande av Interamerikanska investeringsbolaget trädde i kraft . Denna handling innehåller avtalets text med de ändringar som trädde kraft The countries on behalf of which this Agreement is signed agree to create the , which shall be governed by the following provisions: Article I Purpose and Functions Purpose The purpose of the Corporation shall be to promote the economic development of its regional developing member countries by encouraging the , expansion, and modernization of private enterprises, preferably those that are small and medium- scale, in such a way as to supplement the activities of the (hereinafter referred to as "the Bank"). Enterprises with partial share participation by government or other public entities, whose activities strengthen the private sector of the economy, are eligible for financing by the Corporation Section 2. Functions In order to accomplish its purpose, the Corporation shall undertake the following functions in support of the enterprises referred to in Section 1: (a) Assist, alone or in association with other lenders or investors, in the financing of the , expansion and modernization of enterprises, utilizing such instruments and/or mechanisms as the Corporation deems appropriate in each instance; (b) Facilitate their access to private and public capital, domestic and foreign, and to technical and managerial know- how; (c) Stimulate the development of investment opportunities conducive to the flow of private and public capital, domestic and foreign, into investments in the member countries; (d) Take in each case the proper and necessary measures for their financing, bearing in mind their needs and principles based on administration of the resources of the Corporation; and (e) Provide technical cooperation for the preparation, financing and execution of projects, including the transfer of appropriate technology. Policies The activities of the Corporation shall be conducted in accordance with the operating, financial and investment policies set forth in detail in Regulations approved by , which Regulations may be amended by said Board. Article II Members and Capital Members (a) The founding members of the Corporation shall be those member countries of the Bank that have signed this Agreement by the date specified in Article XI, Section 1(a) and made the initial payment required in Section 3(b) of this Article. (b) The other member countries of the Bank and non-member countries of the Bank may accede to this Agreement on such date and in accordance with such conditions as may determine by a majority representing at least two-thirds of the votes of the members, which shall include two-thirds of the Governors. (c) The word "members" as used in this Agreement shall refer to member countries of the Bank and non-member countries of the Bank which are members of the Corporation. Resources (a) The initial authorized capital stock of the Corporation shall be two hundred million dollars of the of (US$200,000,000). (b) The authorized capital stock shall be divided into twenty thousand (20,000) shares having a par value of ten thousand dollars of the of (US$10,000) each. shares not initially subscribed by the founding members in accordance with Section 3(a) of this Article shall be available for subsequent subscription in accordance with Section 3(d) hereof. (c) may increase the authorized capital stock as follows: (i) by two-thirds of the votes of the members, when such increase is necessary for the purpose of issuing shares, at the time of initial subscription, to members of the Bank other than founding members, provided that the aggregate of any increases authorized pursuant to this subparagraph does not exceed 2,000 shares; (ii) in any other case, by a majority representing at least three-fourths of the votes of the members, which shall include two- thirds of the Governors. (d) In addition to the authorized capital referred to above, may, after the date in which the initial authorized capital has been fully paid in, authorize the issue of callable capital and establish the terms and conditions for the subscription thereof, as follows: (i) such decision shall be approved by a majority representing at least three- fourths of the votes of the members, which shall include two-thirds of the Governors; and (ii) the callable capital shall be divided into shares with a par value of ten thousand dollars of the of (US$10,000) each. (e) The callable capital shares shall be subject to call only when required to meet the obligations of the Corporation created under Article III, Section 7(a). In the event of such a call, payment may be made at the option of the member in dollars, or in the currency required to discharge the obligations of the Corporation for the purpose for which the call is made. Calls on the shares shall be uniform and proportionate for all shares. Obligations of the members to make payments on any such calls are independent of each other and failure of one or more members to make payments on any such calls shall not excuse any other member from its obligation to make payment. Successive calls may be made if necessary to meet the obligations of the Corporation. (f) The other resources of the Corporation shall consist of: (i) amounts accruing by way of dividends, commissions, interest, and other funds derived from the investments of the Corporation; (ii) amounts received upon the sale of investments or the repayment of loans; (iii) amounts raised by the Corporation by means of borrowings; and (iv) other contributions and funds entrusted to its administration. Subscriptions (a) Each founding member shall subscribe the number of shares specified in . (b) The payment for capital stock, set forth in , by each founding member shall be made in four annual, equal and consecutive installments each of twenty-five percent of such amount. The first installment shall be paid by each member in full within three months after the date on which the Corporation begins operation pursuant to Article XI, Section 3 below, or the date on which such founding member accedes to this Agreement, or by such date or dates thereafter as specifies. The remaining three installments shall be paid on such dates as are determined by but not earlier than , 1985, , 1986, and , 1987, respectively. The payment of each of the last three installments of capital subscribed by each of the member countries shall be subject to fulfillment of such legal requirements as may be appropriate in the respective countries. Payment shall be made in dollars. shall specify the place or places of payment. (c) Shares initially subscribed by the founding members shall be issued at par. (d) The conditions governing the subscription of shares to be issued after the initial share subscription by the founding members which shall not have been subscribed under Article II, Section 2(b), as well as the dates of payment thereof, shall be determined by . Restriction on Transfers and Pledge of Shares Shares of the Corporation may not be pledged, encumbered or transferred in any whatever except to the Corporation, unless approves a transfer between members by a majority of the Governors representing four- fifths of the votes of the members. Preferential Subscription case of an increase in capital, in accordance with Section 2(c) and (d) of this Article, each member shall be entitled, subject to such terms as may be established by the Corporation, to a percentage of the increased shares equivalent to the proportion which its shares heretofore subscribed bears to the total capital of the Corporation. However, no member shall be obligated to subscribe to any part of the increased capital. The liability of members on the shares subscribed by them shall be limited to the unpaid portion of their price at issuance. No member shall be liable, by reason of its membership, for obligations of the Corporation. In order to accomplish its purposes, the Corporation is authorized to: (a) Identify and promote projects which meet criteria of economic feasibility and efficiency, with preference given to projects that have one or more of the following characteristics: (i) they promote the development and use of material and human resources in the developing countries which are members of the Corporation; (ii) they provide incentives for the creation of jobs; (iii) they encourage savings and the use of capital in productive investments; (iv) they contribute to the generation and/or savings of foreign exchange; (v) they management capability and technology transfer; and (vi) they promote broader public ownership of enterprises through the participation of as many investors as possible in the capital stock of such enterprises; (b) Make direct investments, through the granting of loans, and preferably through the subscription and purchase of shares or convertible debt instruments, in enterprises in which a majority of the voting power is held by investors with Latin American citizenship, and make indirect investments in such enterprises through other financial institutions. In addition, in limited cases to be approved by , make direct investments in small and medium-scale enterprises located in developing regional member countires, whose voting power is majority-owned by non- regional investors and in which significant generation of otherwise unavailable local added value is present; (c) Promote the participation of other sources of financing and/or expertise through appropriate means, including the organization of loan syndicates, the underwriting of securities and participations, joint , and other forms of association such as licensing arrangements, marketing or management contracts; (d) Conduct cofinancing operations and assist domestic financial institutions, international institutions and bilateral investment institutions; (e) Provide technical cooperation, financial and general management assistance, and act as financial agent of enterprises; (f) Help to establish, expand, improve and finance development finance companies in the private sector and other institutions to assist in the development of said sector; (g) Promote the underwriting of shares and securities issues, and extend such underwriting provided the appropriate conditions are met, either individually or jointly with other financial entities; (h) Administer funds of other private, public or semi-public institutions; for this purpose, the Corporation may sign management and trustee contracts; (i) Conduct currency transactions essential to the activities of the Corporation; and (ii) (j) Issue bonds, certificates of indebtedness and participation certificates, and enter into credit agreements. Other Forms of may make investments of its funds in such form or forms as it may deem appropriate in the circumstances, in accordance with Section 7(b) below. Operating Principles The operations of the Corporation shall be governed by the following principles: (a) It shall not establish as a condition that the proceeds of its financing be used to procure goods and services originating in a predetermined country; (b) It shall not assume responsibility for managing any enterprise in which it has invested and shall not exercise its voting rights for such purpose or for any other purpose which, in its opinion, is properly within the scope of managerial control; (c) It shall provide financing on terms and conditions which it considers appropriate taking into account the requirements of the enterprises, the risks assumed by the Corporation and the terms and conditions normally obtained by private investors for similar financings; (d) It shall seek to revolve its funds by selling its investments, provided such sale can be made in an appropriate form and under satisfactory conditions, to the extent possible in accordance with Section 1(a)(vi) above; (e) It shall seek to maintain a reasonable diversification in its investments; (f) It shall apply financial, technical, economic, legal and institutional feasibility criteria to justify investments and the adequacy of the guarantees offered; and (g) It shall not undertake any financing for which, in its opinion, sufficient capital could be obtained on adequate terms. Limitations (a) With the exception of the investment of liquid assets of the Corporation referred to in Section 7(b) of this Article, investments of the Corporation shall be made only in enterprises located in developing regional member countries; such investments shall be made following sound rules of financial management. (b) shall not provide financing or undertake other investments in an enterprise in the territory of a member country if its government objects to such financing or investment. Protection of Interests Nothing in this Agreement shall prevent the Corporation from taking such action and exercising such rights as it may deem necessary for the protection of its interests in the event of default on any of its investments, actual or threatened insolvency of enterprises in which such investments have been made, or other situations which, in the opinion of the Corporation, threaten to jeopardize such investments. Funds received by or payable to the Corporation in respect of an investment of the Corporation made in any member''''s territories shall not be free, solely by reason of any provision of this Agreement, from generally applicable foreign exchange restrictions, regulations and controls in force in the territories of that member. shall also have the power to: (a) Borrow funds and for that purpose furnish such collateral or other security as the Corporation shall determine, provided that the total amount outstanding on borrowing incurred or guarantees given by the Corporation, regardless of source, shall not exceed an amount equal to three times the sum of its subscribed capital, earned surplus and reserves; (b) Invest funds not immediate!y needed in its financial operations, as well as funds held by it for other purposes, in such marketable obligations and securities as the Corporation may determine; (c) Guarantee securities in which it has invested in order to facilitate their sale; (d) Buy and/or sell securities it has issued or guaranteed or in which it has invested; (e) Handle, on such terms as the Corporation may determine, any specific matters incidental to its business as may be entrusted to the Corporation by its shareholders or third parties, and discharge the duties of trustee in respect of trusts; and (f) Exercise all other powers inherent and which may be necessary or useful for the accomplishment of its purposes, including the signing of contracts and conducting of necessary legal actions. and its officers shall not interfere in the political affairs of any member; nor shall they be influenced in their decisions by the political character of the member or members concerned. Only economic considerations shall be relevant to decisions of the Corporation, and these considerations shall be weighed impartially in order to achieve the purposes stated in this Agreement. Structure of the shall have a , a , a Chairman of , a General and such other officers and staff as may be determined by . (a) All the powers of the Corporation shall be vested in . (b) Each Governor and Alternate Governor of the appointed by a member country of the Bank which is also a member of the Corporation shall, unless the respective country indicates to the contrary, be a Governor or Alternate Governor ex-officio, respectively, of the Corporation. No Alternate Governor may vote except in the absence of his principal. shall select one of the Governors as Chairman of . A Governor and Alternate Governor shall cease to hold office if the member by which they were appointed ceases to be a member of the Corporation. (c) may delegate all its powers to , except the power to: (i) admit new members and determine the conditions of their admission; (ii) increase or decrease the capital stock; (iii) suspend a member; (iv) consider and decide appeals on interpretations of this Agreement made by ; (v) approve, after receipt of the auditors'''' report, the general balance sheets and the statements of profit and loss of the institution; (vi) rule on reserves and the distribution of net income, and declare dividends; (vii) engage the services of external auditors to examine the general balance sheets and the statements of profit and loss of the institution; (viii) amend this Agreement; and (ix) decide to suspend permanently the operations of the Corporation and to distribute its assets. (d) shall hold an annual meeting, which shall be held in conjunction with the annual meeting of . It may meet on other occasions by call of . (e) A quorum for any meeting of shall be a majority of the Governors representing at least two-thirds of the votes of the members. may establish a procedure whereby , if it deems appropriate, may submit a specific question to a vote of the Governors without calling a meeting of . (f) Directors, to the extent the latter is authorized, may issue such rules and regulations as may be necessary or appropriate to conduct the business of the Corporation.