Statutes of the European Investment Fund — approved 14 June 1994 and amended 19 June 2000 by the General Meeting
Date: 2000-06-19
Institutions: Board of Governors of the European Investment Bank
Subjects: European Investment Fund, legal status

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EUROPEAN INVESTMENT FUND

STATUTES OF THE EUROPEAN INVESTMENT FUND

approved 14 June 1994 and amended 19 June 2000 by the General Meeting

(2001/C 225/02)

Article 1

Establishment

Article 4

Members

A European Investment Fund, hereinafter called the (cid:145)Fund(cid:146), is
hereby
and financial
autonomy.

established with legal personality

1.

The founder members of the Fund shall be:

Article 2

Task and activities

The task of the Fund shall be to contribute to the pursuit

1.
of Community objectives.

The Fund shall pursue this task through activities consisting of:

(cid:151) the provision of guarantees as well as of other comparable
instruments for loans and other financial obligations in
whatever form is legally permissible,

(cid:151) the

European

the
(cid:145)Community(cid:146), represented by the European Commission,
hereinafter called the (cid:145)Commission(cid:146),

Community,

hereinafter

called

(cid:151) the European Investment Bank, hereinafter called the (cid:145)Bank(cid:146),

(cid:151) the financial

institutions, the list of which is annexed to
these Statutes (Annex I), hereinafter called the (cid:145)financial
institutions(cid:146).

On the terms and conditions defined by the Board of
2.
Directors acting on a decision taken by the General Meeting,
other legal entities from the financial sector whose business
objectives
the Fund may become
members of the Fund.

the tasks of

support

(cid:151) the acquisition, holding, managing and disposal of partici-
to the conditions laid

pations in any enterprise subject
down in Article 12(2)(i) of these Statutes.

Article 5

Capital

In addition,

2.
the Fund may engage in other activities
connected with or resulting from the tasks set out in this
Article. The activities of
the Fund may include borrowing
operations.

The activities of

3.
the Fund shall be based on sound
banking principles or other sound commercial principles and
practices as applicable. Without prejudice to the provisions of
Article 28,
shall be pursued in close
co-operation between the Fund and its founder members or
between the Fund and its actual members at the relevant time,
as the case may be.

the said activities

Article 3

Seat

The seat of the Fund shall be in Luxembourg.

The authorised capital of

1.
initially be
EUR 2 000 million, divided into 2 000 shares each with a
nominal value of EUR 1 million, open to subscription by the
members of the Fund in accordance with Article 6 of these
Statutes.

the Fund shall

2.
The authorised capital may be increased by decision of
the General Meeting acting with a majority of 85 % of the
votes cast.

3.
In the event of an increase in capital and subject to the
conditions laid down by the General Meeting, each member
shall have the option to subscribe to a fraction of the increase
corresponding to the ratio which existed between the shares
subscribed to by that member and the capital of the Fund
before the increase.

4.
The members of the Fund shall be liable for the obli-
gations of the Fund only up to the amount of their share of
the capital subscribed and not paid in.

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Article 6

Subscription of shares

Article 8

Rights attaching to Shares

1.
The founder members of the Fund shall subscribe to the
number of shares set out in Annex II to these Statutes at par
value.

Subsequent subscription of shares shall take place on the
2.
terms laid down by the General Meeting; the price of such
shares may not be less than par.

Article 7

Shares

The shares in the initial subscribed capital shall be paid in

1.
as to 20 % in four equal annual instalments.

On the terms laid down in Articles 27 and 33 of these Statutes,
each share shall confer rights in respect of ownership of the
assets of the Fund, the sharing of net profit and, where appro-
priate, the proceeds of liquidation pro rata to the number of
existing shares.

Article 9

Management and administration of the Fund

The Fund shall be managed and administered by the following
three authorities:

(cid:151) the General Meeting,

(cid:151) the Board of Directors,

In the event of a capital increase, the arrangements for

2.
payment shall be decided by the General Meeting.

(cid:151) the Chief Executive.

The General Meeting, acting on a proposal

from the
3.
Board of Directors, may require payment of the subscribed
but not paid-in capital to the extent required for the Fund to
meet its liabilities towards its creditors. Such payment shall be
effected within 90 days from the decision of
the General
Meeting.

4.

Payments shall be made in euro.

5.
Except with the prior written agreement of the Board of
Directors, shares may not be pledged or encumbered in any
way.

6. Without prejudice to paragraph 4 of Article 5 of these
Statutes, no member shall by reason of its membership incur
any liability for the obligations of the Fund.

Any resources not required by the Fund for the pursuit of
7.
its activities under Article 2 may be invested on the financial
markets. In managing these investments, the Fund shall not
engage in any currency arbitrage not directly required to
carry out its operations or to fulfil commitments entered into.

8. Members of the Fund may dispose of their shares by
transferring them either to another member or to a third
party pursuant
these Statutes. Should a
member wish to dispose of its shares, it shall offer them to
the Bank or, with the latter’s consent, to any other member of
the Fund or to a third party satisfying the criteria of Article
4(2) of these Statutes.

to Article 4(2) of

Article 10

General Meeting

1.
A General Meeting of members of the Fund shall be held
at least once a year when convened by the Chairman of the
Board of Directors. General Meetings shall be held either at the
seat of the Fund or at another location specified in the notice
convening such meetings.

2.
General Meetings may also be convened at the request of
one of the members of the Fund and following a decision of
the Board of Directors. A General Meeting shall be convened if
the
members whose shares
subscribed capital so request, specifying the subject
is
the cause of such request.

represent 13 % or more of

that

Decisions of

3.
the General Meeting may be taken by
written procedure subject to the conditions and in accordance
with the rules laid down in the Rules of Procedure.

Article 11

Participation (cid:151) Representation (cid:151) Quorum (cid:151) Majority

All members of

1.
General Meetings.

the Fund shall be entitled to attend

the
The Community shall be represented by one of
2.
members of the Commission, or by another duly authorised
individual.

The Bank shall be represented by its President or by a

3.
Vice-President, or by another duly authorised individual.

The financial

4.
individual for each financial institution.

institutions shall be represented by one

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Each member of the Fund shall have a number of votes

5.
equal to the number of shares subscribed by it.

The members may vote by mail or be represented by

6.
another member.

7.
The quorum required for the holding of General Meetings
shall be constituted when members present or represented hold
not less than 50 per cent of the subscribed capital.

8.
Save as otherwise provided in these Statutes, decisions of
the General Meeting shall be adopted by the majority of the
votes cast.

Article 12

Powers of the General Meeting

1.
The members of
through the General Meeting.

the Fund shall exercise their rights

2.

The General Meeting shall:

(i) take any decision authorising the Fund to conduct the
operations provided for in the second indent of Article
2(1) of these Statutes;

(ii) approve the Rules of Procedure of the Fund;

(iii) decide on the admission of new members;

(iv) approve the annual report submitted by the Board of

Directors;

(v) approve the annual balance sheet and profit and loss

account;

(vi) determine the appropriation and distribution of the net

income of the Fund;

(vii) appoint the members of the Audit Board of the Fund;

(viii) exercise the powers laid down in Article 34 of these
Statutes for adopting any amendments to these Statutes;

(ix) decide on the increase of the authorised capital of the
Fund, and any calls for non-paid-in subscribed capital;

(x) subject to the conditions laid down in Article 26 of these
Statutes, decide on the increase of the ceiling on the
commitments of the Fund;

(xi) take decisions to suspend or expel members;

(xiii) appoint the members of the Board of Directors and any
individuals
these

to Article 15(1) and (3) of

to these members

from the

alternates
designated pursuant
Statutes;

(xiv) compulsorily retire a member of the Board of Directors if
that member is no longer able to fulfil his duties or is
guilty of serious misconduct.

(xv) exercise all powers conferred upon it by any other

provision of these Statutes.

The operating procedures of the General Meeting shall be

3.
laid down in the Rules of Procedure.

Article 13

Chairmanship of the General Meeting

General Meetings shall be chaired by the representative of the
member with the highest number of shares in the Fund.

Article 14

Minutes (cid:151) Extracts

The proceedings of the General Meeting shall be minuted. The
minutes shall be drawn up by the secretariat of the Fund and
copies or extracts thereof shall be certified and issued to the
members.

Article 15

Board of Directors

1.
The Board of Directors shall consist of seven members
appointed by the General Meeting and designated by the
members of the Fund in accordance with the procedure laid
down in the Rules of Procedure. The General Meeting may vary
the number of members on the Board of Directors.

2.
In carrying out their duties the members of the Board of
Directors shall act independently and serve the best interests of
the Fund. They shall be accountable only to the General
Meeting. Each member of
the Board of Directors may be
assisted by an alternate who, in his/her absence, shall act in
his/her name, attend the meetings of the Board of Directors,
and be vested with the same powers as those of the member
he/she is replacing.

The members of

3.
the Board of Directors and any
alternates shall be designated in accordance with arrangements
laid down in the Rules of Procedure. The Rules of Procedure
may provide that a designated member shall be empowered to
act as a Board member
the decision on
appointment by the Annual General Meeting. The rules
applicable to Board members shall also apply to any such
designated member.

in advance of

(xii) take decisions concerning the permanent termination of
the operations of the Fund and distribution of its assets;

4. Members of the Board of Directors shall be appointed for
a term of two years, which shall be renewable.

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If the annual report submitted to the General Meeting by
5.
the Board of Directors is not approved, the Board of Directors
shall resign.

The operating procedures of the Board of Directors shall

6.
be laid down in the Rules of Procedure.

Article 16

Powers of the Board of Directors

In addition to the powers conferred upon it by the other
provisions of these Statutes, the Board of Directors shall:

(i) decide on all operations of the Fund. It may delegate the
power to decide in whole or in part, as it deems appro-
priate;

If

the Chairman is unable to attend,

the Board of
2.
Directors shall be chaired by another member of the Board
of Directors designated in accordance with the provisions in
the Rules of Procedure.

Article 18

Board of Directors (cid:151) meetings (cid:151) quorum

1.
The Board of Directors shall meet as often as required by
the interests of the Fund and at least once a calendar quarter.
Meetings shall be convened by the Chairman and agendas shall
be drawn up in accordance with the Rules of Procedure. The
Chairman shall convene a meeting of the Board of Directors if
a Board member submits a reasoned request to this effect.
Board meetings shall be held either at the seat of the Fund
or at any other location selected by the Chairman.

(ii) adopt guidelines and directives for the operations and the

management of the Fund;

2.
Decisions of the Board of Directors may be taken by
written procedure subject to the conditions and in accordance
with the rules laid down in the Rules of Procedure.

(iii) draw up proposals for submission to the General Meeting;

(iv) draw up proposals for submission to the General Meeting;

3.
The proceedings of the Board of Directors shall be valid
only if not less than half of the Board members are present.

(v) set return criteria for the Fund’s operations;

Decisions of the Board of Directors shall be adopted by

4.
majority vote.

(vi) determine the objectives and the limits of the borrowing
operations referred to in Article 2(2) of these Statutes;

(vii) on the basis of proposals made by the members of the
Fund in accordance with the procedure laid down in the
Rules of Procedure, appoint
the Chief Executive and
his/her deputy,
if any. It shall also have the power to
dismiss the Chief Executive and his/her deputy, if any;

(viii) supervise the Chief Executive and his/her deputy and
ensure that
the Fund is managed in accordance with
the provisions of these Statutes and with the guidelines
and directives laid down by the Board of Directors;

(ix) submit the annual accounts and the annual report on the

activities of the Fund to the General Meeting;

(x) convene General Meetings of the Fund;

(xi) without prejudice to the powers of the General Meeting,
take decisions on any other matters falling outside the
competence of the Chief Executive.

Article 17

Chairmanship of the Board of Directors

1.
The Board of Directors shall be chaired by one of its
members designated in accordance with the provisions laid
down in the Rules of Procedure.

Article 19

Minutes

The proceedings of the Board of Directors shall be minuted.
The minutes shall be drawn up by the secretariat of the Fund
and copies or extracts thereof shall be certified and issued to
the members.

Article 20

Chief Executive

1.
The Fund shall be managed by a Chief Executive. He/She
shall act independently and serve the best interests of the Fund
and shall be accountable only to the Board of Directors in
carrying out his/her duties.

The Chief Executive shall be appointed for a term of up

2.
to 5 years and shall be eligible for reappointment.

3.
The Chief Executive may be assisted by a deputy who, in
his/her absence, shall replace the Chief Executive and be vested
with the same powers.

The

procedures

4.
the
for making
appointment of the Chief Executive and any deputy shall be
laid down in the Rules of Procedure.

proposals

for

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Article 21

Powers of the Chief Executive

Article 23

Operations

The Chief Executive

1.
the
day-to-day management of the Fund in accordance with the
provisions of these Statutes and the guidelines and directives
adopted by the Board of Directors.

responsible

shall be

for

2.

The Chief Executive shall in particular:

(cid:151) act in line with the guidelines and directives adopted by the
Board of Directors in accordance with Article 16 of these
Statutes,

(cid:151) submit the annual report of

the Fund to the Board of

Directors,

(cid:151) establish under his/her responsibility the annual accounts of
the Fund within three months following the end of each
financial year and submit them to the Board of Directors,

Within the framework of these Statutes, the Fund may conduct
the
its activities in the territory of
in countries that have applied to become a
Community,
member of
the Community and in respect of which the
accession process has commenced, or in countries adjacent
to the Community insofar as cross-border projects are involved.

the Member States of

Article 24

Remuneration of the Fund

The level of remuneration or other income sought by the Fund
in connection with its activities pursuant to these Statutes shall
be determined in such a way so as to reflect the risks incurred,
to cover the operating expenses, to establish reserves commen-
surate with the said risks and to generate an appropriate return
on its resources.

Article 25

Limits on the operations of the Fund

(cid:151) provide the Board of Directors with such additional reports
and documents as laid down in the Rules of Procedure or
as the Board of Directors may request.

With respect to the provision of guarantees, the limits on the
commitments of the Fund shall be laid down by the Board of
Directors in accordance with Article 16 of these Statutes.

The Chief Executive shall

3.
relations with third parties and in judicial proceedings.

represent

the Fund in its

4.
Documents concerning the Fund and all commitments
shall be signed by the Chief
entered into on its behalf
Executive or by a representative duly authorised by the Chief
Executive.

5.
The employees of the Fund shall be under the authority
of the Chief Executive and shall be engaged and discharged by
him/her.

Article 22

Audit

The accounts of the Fund shall be audited annually by an
1.
three auditors appointed by the
audit board consisting of
General Meeting. The General Meeting may decide
to
increase the number of auditors to a maximum of five. Nomi-
nations shall be made in accordance with the terms laid down
in the Rules of Procedure.

The corresponding limits on the commitments of the Fund
shall be laid
when acquiring participations in enterprises
down in the relevant decisions referred to in Article 12(2)(i)
of these Statutes.

Article 26

Ceiling on the overall commitments of the Fund

The overall commitments of the Fund, excluding commitments
made by the Fund on behalf of third parties, may not exceed:

(cid:151) for guarantee operations:

three times

the amount of
subscribed capital; this ceiling may be raised by decision
of the General Meeting up to a maximum of five times the
subscribed capital. If the reserves of the Fund are equal to
or exceed 7,5 % of the amount of subscribed capital, this
ceiling may be raised by decisions of the General Meeting
up to a maximum of eight times the subscribed capital;

(cid:151) for participations:

the amount decided by the General

Meeting pursuant to Article 12 of these Statutes.

2.
The members of the Audit Board shall act in accordance
with the customary standards of their profession. The Audit
Board shall confirm that the balance sheet and profit and loss
account of the Fund give a true and fair view of the financial
position of the Fund in respect of its assets and liabilities, and
of the results of its operations for the financial year under
review.

Article 27

Appropriation and distribution of net income

1.
The General Meeting shall determine at least annually
what part of the net income of the Fund shall be appropriated
to reserves or to other purposes, or be distributed to the
members of the Fund.

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the Fund, an
Prior to any distribution to the members of
amount at least equal to 20 % of the net income shall be
appropriated each year to reserves. Appropriation to reserves
shall cease once reserves reach 10 % of subscribed capital and
fall below 10 % of
shall be reintroduced if
subscribed capital.

the reserves

2.
Distributions to the members of the Fund shall be made
in proportion to the number of shares held by each member.

Article 28

Cooperation with Third Parties

1.
The Fund may accept the tasks of administering special
resources entrusted to it by third parties, provided that they are
compatible with its task,
they are entered in separate
accounts and that they are adequately remunerated.

that

The Fund may within the terms of

2.
these Statutes
cooperate with all international organisations exercising their
activity in areas similar to its own.

3.
The Fund may conclude agreements with such organi-
sations as well as with national organisations and banking
partners in the Member States of the Community or third
countries with a view to pursuing its objectives or achieving
its tasks.

Article 29

Suspension or Expulsion of Members

If a member of the Fund fails to fulfil any of its obli-
it may be suspended by decision of the

1.
gations hereunder,
General Meeting.

2. While under suspension, the member shall remain bound
by its obligations as a member of the Fund; it may not however
exercise any of the rights provided for in these Statutes.

If, after a period of six months following the decision
3.
the
taken by the General Meeting to suspend a member,
latter has not fulfilled its obligations having given rise to this
decision,
the General Meeting may declare such member
expelled.

Article 30

Settlement of accounts with members expelled from the
Fund

Termination of membership shall entail partial settlement

1.
of accounts with the member in question.

In the event of the shares not being repurchased by the other
members or by entities satisfying the criteria of Article 4,
paragraph 2 they shall be repurchased by the Fund.

3.
Subject to paragraph 2 above, the Fund shall repurchase
the shares of an expelled member at the lower of nominal
value or book value calculated on the date on which
membership of the Fund is terminated.

the

Notwithstanding expulsion from the Fund,
expelled
member shall remain bound by its direct obligations and by
its contingent liabilities to the Fund so long as any part of the
guarantees or equity participations contracted prior to termi-
nation of membership is outstanding. It shall not however be
bound by the obligations arising out of guarantees and equity
participations entered into thereafter by the Fund and shall not
share in either the income or the expenses of the Fund.

Payment for shares repurchased by the Fund from the
4.
expelled member shall be made on the following terms and
conditions:

(cid:151) no payment shall be made prior to expiry of a period of six
months as from the date of termination of membership.
Payment shall be limited to the amount by which the
liabilities towards
repurchase price exceeds the sum of
the Fund on the part of the former member arising out
of the operations of the Fund;

(cid:151) if losses are sustained by the Fund on any guarantees or
equity participations of the Fund which were outstanding
on the date of termination of membership and the amount
of such losses exceeds the amount of the provisions against
termination of membership, such
losses on the date of
former member shall repay, upon demand from the Fund,
the amount by which the repurchase price of its shares
would have been reduced if
the losses had been taken
into account when the repurchase price was determined.
In addition, the former member shall remain bound to
respond to any call for non-paid-in subscriptions to the
extent that it would have been required to respond if the
impairment of capital of the Fund had occurred and the call
been made at the time the repurchase price of its shares
was determined.

Article 31

Termination of operations

The shares of an expelled member shall be disposed of in
2.
accordance with the provision of Article 7(8) of these Statutes.
If
the shares are not acquired by the Bank or by another
member of the Fund, the General Meeting may authorise the
sale thereof to entities satisfying the criteria of Article 4(2) of
these Statutes.

1.
The Board of Directors may, if circumstances so require,
temporarily suspend the operations of the Fund. It shall refer
this decision to the General Meeting for further consideration.
The General Meeting, acting with a qualified majority of 85 %
of the votes cast, may decide to terminate permanently the
operations of the Fund, which shall then cease all its activities
apart from those relating to liquidation of the Fund.

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Permanent cessation of the operations of the Fund shall
2.
entail
its liquidation. The General Meeting shall appoint the
liquidators who shall undertake the operations required by
the liquidation.

Article 32

Liability of the members of the Fund

In the event of permanent cessation of the operations of
1.
the Fund, outstanding claims on the Fund shall be settled by
means of the following resources in the order given below:

(cid:151) assets of the Fund,

(cid:151) sums owed to the Fund in respect of capital subscribed but

not paid in.

2.
The Board of Directors shall take appropriate measures to
ensure apportionment between the holders of direct claims and
the holders of contingent claims pro rata according to their
respective legal rights.

Article 33

Distribution of assets

1.
In the event of cessation of the activities of the Fund, the
assets shall not be distributed among its members on account
of their subscription to the capital of the Fund until:

(cid:151) all

liabilities to creditors of

the Fund have been fully

discharged,

(cid:151) the General Meeting has decided to make a distribution of

assets.

2.
The assets shall be distributed between the members of
the Fund in proportion to each member’s contribution to the
capital of the Fund.

The Board of Directors shall lay down procedures for this

3.
distribution.

Articles 2 and 3 of these Statutes shall require a majority of
85 % of the votes cast.

Unless the General Meeting decides otherwise, approved
2.
amendments shall take effect three months following the date
on which these amendments have been notified to the
members of the Fund.

Article 35

Law and jurisdiction

Disputes between the Fund on the one hand, and the
1.
beneficiaries of its operations on the other, whether Financial
Institutions in their capacity as beneficiaries or other bene-
ficiaries, shall be decided by the competent national courts.

2.
To this end, the Fund shall have an address for service in
each Member State of the Community. It may, however, in any
contract, specify a particular address for service or provide for
arbitration.

3.
As provided for and within the limits laid down in the
Treaty establishing the European Community (Article 30(6) of
the Statute of the Bank), disputes concerning measures adopted
by the organs of the Fund shall be subject to the jurisdiction of
the Court of Justice of the European Communities.

Article 36

Privileges and Immunities

The Protocol on the Privileges and Immunities of the European
Communities shall also apply to the Fund, to the members of
its organs and to its staff on the terms and conditions laid
down in the Treaty establishing the European Community
(Article 30(5) of the Statute of the Bank).

Article 34

Amendments

Article 37

Entry into Force

These Statutes can be amended by decision of the General
1.
Meeting on proposal by the Board of Directors. Any changes to

The present Statutes shall enter into force on the date to be
determined by the General Meeting.