On the Ratification of the Articles of the Founding Agreement of the Islamic Corporation for Investment Insurance and Export Credit

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The Law of the Republic of Kazakhstan dated January 8, 2003 No. 380

To ratify the Articles of the Founding Agreement of the Islamic Investment and Export Credit Insurance Corporation, signed in Tripoli on February 19, 1992.

President of the Republic of Kazakhstan

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Articles of the Founding Agreement of the Islamic Investment Insurance and Export Credit Corporation, a Division of the Islamic Development Bank

The States that are Parties to this Treaty and the Islamic Development Bank, Considering that one of the goals of the Organization of the Islamic Conference, as stated in the Charter of the Organization, is to develop and promote cooperation between the Member States in the economic and social fields; Desiring to strengthen economic relations between the Member States of the Organization of the Islamic Conference based on the principles and ideas of Islam; Trying to stimulate the movement of capital and increase the scale of trade relations between Islamic States in order to strengthen and contribute to their development efforts; Taking into account (a) article 15 of the Treaty on the Support, Protection and Guarantee of Investments among the Member States of the Organization of the Islamic Conference, which provides that the Organization, through the Islamic Development Bank, will establish an Islamic Investment Guarantee Institute in order to take over, in accordance with the provisions of Sharia, investment insurance in the territory of the States who are parties to the said Agreement; (b) Recommendations proposed by the Standing Committee on Trade and Economic Cooperation (COMCES) The Organization of the Islamic Conference during its Fifth Session in Istanbul, Republic of Turkey, in the month of Safar 1410 Hijrah, to establish, in accordance with the provisions of Sharia, an export credit insurance mechanism to protect trade transactions concluded by Islamic States against commercial and non-commercial risks; agreed as follows.

Chapter I. Institution, definitions, status, head office, goals and objectives, membership

Article 1. Establishment

In accordance with the provisions of this Agreement, a Corporation is being established, which is a subordinate corporate unit of the Islamic Development Bank, with the full name "Islamic Investment Insurance and Export Credit Corporation" (hereinafter referred to as the "Corporation").

Article 2. Definitions

In this Agreement, unless the context implies otherwise, the following words and terms have the following meaning: Organization: Organization of the Islamic Conference. Bank: Islamic Development Bank. Member State: A Member State of the Organization that is a party to this Agreement. Members: The Bank and the Member States. Export credit: A loan related to export transactions. Country of residence: The Member State in whose territory the investments were insured or reinsured, or in the territory where the Corporation intends to insure or reinsure; as well as the Member State into whose territory goods financed by insured or reinsured loans are imported, or goods that the Corporation intends to insure or reinsure. Investment insurance: insurance coverage provided by the Corporation for investments defined in article 17 of this Agreement against the risks specified in paragraph (2) of Article 19 of this Agreement, or risks approved for coverage By the Board of Directors in accordance with paragraph (3) of Article 19 of this Agreement. Export credit insurance coverage provided by insurance: By the Corporation for export credits against the risks defined in paragraphs (1) and (2) of Article 19 of this Agreement, or risks approved to cover By the Board of Directors in accordance with paragraph (3) of Article 19 of this Agreement. Insurance contract(s): an investment insurance contract or an export credit insurance contract. Reinsurance contract(a): The provision of reinsurance by the Corporation in respect of Insurance Contracts or Reinsurance Contracts entered into by the Corporation to transfer risks insured or reinsured by the Corporation. The policyholder: a natural or legal person or (Policyholder) persons who enter into Insurance Contracts with the Corporation in accordance with the provisions of this Agreement. Policyholder's country: The Member State under whose jurisdiction the Policyholder is located. The Board of Governors: The Board of Governors of the Corporation. The Board of Directors: The Board of Directors of the Corporation. President: The President of the Corporation. The Islamic dinar is a Corporate unit of account, the size of which is equivalent to one indicator of the Special Drawing Right adopted by the International Monetary Fund.

Article 3. Status

Subject to the provisions of article 1 of this Treaty, a Corporation is an International Organization with full legal standing and, in particular, has the right to: (a) conclude contracts; (b) acquire and dispose of movable and immovable property; (c) establish legal procedures.

Article 4. Corporate Office

(1) The Corporation's head office is located in Jeddah, Kingdom of Saudi Arabia. (2) The Corporation may open its agencies or branches in other locations.

Article 5. Goals and objectives

(1) The purpose of the Corporation is to expand the scale of trade relations and increase the movement of capital among Islamic States. (2) In order to achieve its objectives, the Corporation provides, in accordance with the principles of Sharia, export credit insurance or reinsurance of goods that meet the requirements specified in Article 16 of this Agreement, paying the policyholder an acceptable remuneration in case of losses resulting from the occurrence of risks listed in paragraphs (1) and (2) of Article 19 of this Agreement. The Agreement, or the risks determined by the Board of Directors in accordance with paragraph 3 of Article 19 of this Agreement. (3) At a convenient time after its establishment, the Corporation shall provide, in accordance with the principles of Sharia, insurance and reinsurance of investments made by Members in the Member States against the risks listed in paragraph (2) of Article 19 of this Agreement, or risks determined by the Board of Directors in accordance with paragraph (3) of Article 19 of this Agreement. The agreement. (4) The Corporation shall exercise such powers as it deems necessary or appropriate to achieve its objectives. In all its decisions, the Corporation is guided by the provisions of this article.

Article 6. Membership

(1) The Founding Members are the Bank and the Member States listed in Appendix "A" to this Agreement, which on or before the date specified in Article 61 of this Agreement have signed this Agreement and fulfilled all other conditions for membership. (2) Any other State that is a Member of the Organization may apply for and be admitted as a Member after the entry into force of this Treaty on terms that may be determined by a majority vote of the total number of Governors representing a majority of the total number of votes of all Members. (3) A State that is a Member of the Organization may authorize a person or agent to sign this Treaty on its behalf and represent it on all matters related to this Treaty, except in the cases specified in Article 62 of this Treaty.

Chapter II. Sources of financing

Article 7. Sources of financing for the Corporation

The Corporation's sources of financing consist of: (a) contributions to the authorized (share) capital of the Corporation, (b) insurance and reinsurance contributions paid to the Corporation by Policyholders in the amount of the amounts required by the Corporation to pay insurance compensation, (c) monetary amounts and other assets in respect of which the Corporation becomes the legal successor after insurance compensation payments, (d) income from investments of the Corporation's assets.

Article 8. Declared authorized capital

(1) The declared authorized capital of the Corporation is 100,000,000 (One Hundred million) Islamic Dinars divided into 100,000 (One Hundred thousand) shares with a par value of 1,000 (One thousand) Islamic Dinars each, which will be available for redemption by their Members in accordance with the provisions of Article 9 of this Agreement. (2) The amount of the declared authorized capital may be increased by a decision of the Board of Governors within the time limits and on the terms that it considers acceptable, by a two-thirds vote of the total number of Governors representing at least three-quarters of the total number of votes of all Members.

Article 9. Capital formation and distribution of shares

(1) The Bank subscribes to 50,000 (Fifty thousand) shares of the Corporation in order to acquire them in accordance with paragraph (1) of Article 10 of this Agreement. (2) Each Member State contributes to the authorized capital of the Corporation by purchasing shares, and the minimum number of shares acquired by the Member States is 250 (Two Hundred fifty) shares. (3) Each Member State must declare the number of shares it is acquiring before the deadline specified in paragraph (1) of Article 61 of this Treaty. (4) Subject to the provisions of paragraph (2) of this article, a State admitted to membership in accordance with paragraph (2) of Article 6 of this Treaty shall acquire the number of unpaid shares of the Corporation as determined by the Board of Governors. (5) If the Board of Governors considers an increase in the authorized capital to be a justified action, each Member shall have the appropriate opportunity, within the time limits and on the terms determined by the Board of Governors, to make a contribution in proportion to the increase in the authorized capital equal to the amount of the contribution he previously made to the authorized capital, until such increase; Bearing in mind that the above conditions do not apply to any increase or any part of an increase in the authorized capital carried out solely to meet the requirements determined by the Board of Governors in accordance with paragraphs (4) and (6) of this article. No Member may be forced to subscribe to any part of the increase in the authorized capital. (6) The Board of Governors may, at the request of a Member, by a majority vote of the total number of Governors representing a majority of the total number of all Members, increase the share of that Member's contribution to the authorized capital of the Corporation on the terms determined by the Board of Governors. (7) Shares paid for by the founding members are issued at face value. Each other Member repurchases the number of shares and on such terms as may be determined by the Board of Governors, at a price in no case lower than the nominal value of the share.

Article 10. Payment of contributions to the authorized capital

(1) Payment of the share of the authorized capital of a Corporation owned by the Bank shall be made in a convertible currency within 30 (Thirty) days after the entry into force of this Agreement. (2) Payment of shares by the founders represented by the Member States shall be made as follows: (a) 50% (Fifty percent) of the value of each share shall be paid in cash in a convertible currency acceptable to the Corporation in two equal installments, the first of which shall be paid within 30 (Thirty) days after the deposit of the instrument of ratification or document of accession by a certain Member State; and the second part is paid within a period not exceeding twelve months after the contribution of the first part. (b) Claims for the remaining unpaid capital will be made by the Corporation in a freely convertible currency convenient for the Corporation, in the manner and within the time frame that it requires to fulfill its obligations. (c) The requirements for any part of the unpaid capital must be the same for all shares. (d) If the amount received by the Corporation upon request is insufficient to fulfill its obligations that necessitated the claim, the Corporation may make additional demands for payment of the unpaid portion of the capital until the amount of the total proceeds is sufficient to fulfill these obligations. (3) The Corporation determines the location for any payment method described in this article. Unless otherwise provided, payment for shares under the conditions described in subparagraph (a) of paragraph (2) of this article will be made at a location that the bank may determine.

Article 11. Refunds

(1) The Corporation will refund, as soon as possible, to the Member States the amounts paid into the share capital for claims, if (a) this claim is submitted for payment for claims arising from an Insurance or Reinsurance Contract for which the assets of the Policyholders do not meet, and therefore the Corporation must have coverage, in full or in part partially, in freely convertible currency, for the amount of such claim; or (b) the claim will be made on the basis of a delay in payment made by a Member State, and as a result such Member State will have to eliminate the delay in payment in whole or in part; or (c) the Governing Council, by a vote of at least two thirds of the total number of votes, determines, that the financial situation of the Corporation allows it to fully or partially repay such amounts. (2) Any refund made under this section in favor of a Member State will be made in freely convertible currency in proportion to the payments made by the Member State to the total amount paid in accordance with the requirements prior to the occurrence of such refund. (3) An equal amount to the amounts reimbursed to a Member State on the basis of this section becomes part of the obligations of the Member State payable to the authorized capital on the basis of subparagraph (b) of paragraph (2) of Article 10.

Article 12. Conditions related to the authorized capital

(1) Shares may not be mortgaged or debentured in any form and may not be transferred to anyone other than the Corporation in accordance with the provisions of Chapter VI. (2) The liability of Members in accordance with the provisions of this Agreement is limited to the unpaid amount of the authorized capital. (3) No Member, despite his membership, is liable for the Corporation's obligations towards third parties.

Article 13. Obligations and rights arising from actions in relation to capital

(1) The founding expenses are paid not from the funds of the authorized capital, but by way of a loan repaid from the savings of the Policyholders' Fund. (2) The authorized capital is not subject to division in the context of any savings formed in the Fund of Policyholders. (3) Any shortage of funds in the Policyholders' Fund will be covered from the authorized capital by way of a loan repaid from the savings of the Policyholders' Fund.

Chapter III. Corporate activities

Article 14. Resource usage

The resources and property of the Corporation will be used exclusively to achieve the goals and objectives of the Corporation as defined in Article 5 of this Agreement.

Article 15. Rules related to the Corporation's activities

(1) In order to carry out its activities, the Corporation (a) makes every effort to achieve mutual cooperation of Policyholders through their collective coverage of losses that any of the Policyholders may incur in the event of the materialization of any risks or risks insured or reinsured by the Corporation; (b) distributes among the Policyholders the income that may accumulate during insurance operations and reinsurance on the basis of conditions that may be determined by the Board of Governors; (c) acts appropriately to maintain a stable financial position in accordance with established business practices. (2) Unless otherwise implied in the context, all provisions of this Agreement relating to insurance operations also apply to reinsurance operations carried out by the Corporation.

Article 16. Export credits subject to insurance

All Export credits related to goods exported from a Member State to another Member State are subject to insurance, provided that: (a) The goods that are the subject of the loan must be produced and released in whole or in part, assembled or processed in one or more Member States, provided that the resulting additional The cost will be refunded to the Member State from which these goods were exported. The Board of Directors will from time to time issue instructions defining the types and specifications of goods according to which the Corporation can insure Export Credits, and the minimum amount of added value to be returned to the Member State where these goods were produced, released, processed or assembled. (b) The loan term will not exceed five years, unless otherwise determined by the Board of Directors.

Article 17. Investments subject to insurance

(1) Investments subject to insurance include all investments made by Members or citizens of the Member States in the territory of the Member States, including direct investments in enterprises, their branches and agencies; investments in the share capital of enterprises, including the principal amounts of loans issued or guaranteed by shareholders in these enterprises; and also, all other forms of direct investment that are recognized by the Board of Directors as insured. (2) With the exception of reinsurance operations, insurance will be limited to investments that begin after the registration of insurance applications by the Corporation. Such investments may include: (a) the transfer of foreign currency carried out in order to improve, expand or develop existing investments, and (b) the use of income from existing investments that may otherwise be transferred outside the Host Country. (3) Private, public or mixed investments carried out on a commercial basis are subject to insurance by the Corporation.

Article 18. The right to receive Corporate services

(1) The following entities are eligible to receive the Corporation's services: (a) a Bank, (b) any natural person who is a citizen of a Member State other than the Host Country, and (c) any legal entity whose majority of shares or interests belong to one or more Members or to a citizen or citizens of one or more States-members, and whose head office is located in the territory of the Member State. (2) Subject to Articles 16 and 17 of this Agreement and notwithstanding the provisions of the preceding paragraphs of this article, by a resolution of the Board of Directors, a legal entity may be admitted as a participant in an Insurance or Reinsurance Contract, even if its head office is not located in the territory of a Member State, in the case when such a legal entity belongs to less than fifty percent, to one or more members, or to a citizen or citizens of one or more Member States, or to legal entities, who, in accordance with paragraph (1) of this article, could be eligible participants in an Insurance or Reinsurance Contract. (3) The Board of Directors may extend the right of insurance to an individual who is a citizen of the Host Country, or a legal entity registered in the territory of the Host Country or whose majority of the capital belongs to its citizens, if (a) the insurance request is a joint one from the Host Country and the applicant for insurance, and (b) assets, The insured persons are listed or will be listed from outside the Host Country. (4) If the insurance applicant has more than one nationality, the nationality of the Member State must prevail over the nationality of the non-Member State and the nationality of the Host Country shall prevail over the nationality of any other Member State.

Article 19. Covered risks

(1) The Corporation may cover the relevant Export Credits against losses incurred as a result of one of the following types of commercial risks: (a) the buyer's insolvency or bankruptcy, (b) the buyer's refusal to fulfill obligations or termination of the contract of sale, or his refusal or inability to arrange delivery of goods despite the seller's fulfillment of all its obligations. obligations towards the buyer, (c) the buyer's refusal to pay the seller for the purchase or his inability to do so despite the seller fulfilling all his obligations to the buyer, (2) The Corporation may cover the related Export Credits, as well as related investments against losses resulting from the occurrence of one or more of the non-commercial risks listed below: (a) Currency transfer any restriction imposed by the Government of the Host Country or the Policyholder's State on the conversion of a certain local currency outside the Host Country or the Policyholder's State into a freely convertible currency or other currency acceptable to the Policyholder, including the refusal or inability of the Government of the Host Country or the Policyholder's State to act within a reasonable period of time at the request of such Policyholder conversions; as well as the introduction by the authorities of the Host Country or the Policyholder's state during the conversion period of the exchange rate, which is discriminatory against the Policyholder. (b) Expropriation and similar measures are any legislative or administrative action or omission committed by the Government of the Host Country or the Policyholder's State, directly or through an agent authorized to deprive the Policyholder of his ownership rights or control his investments or goods sold through Export Credit, or his interests arising from certain investments or certain goods, except for with the exception of non-discriminatory measures of general application, which are usually used by the Government to regulate economic activity in their territories. Measures of this nature include the cancellation by the Host Country of import licenses for goods that are the subject of Export Credits insured by the Corporation after these goods have been shipped; the refusal of the host Country to authorize the import of goods into its territory; as well as the refusal to authorize the transit of goods or the confiscation or seizure of such goods by the transit State, which is a Member of the Corporation. (c) Breach of contract any waiver of obligations or violation by the Government of the Host Country or the Policyholder's State of the terms of the contract with the Policyholder, unless (a) the Policyholder has applied to a court or arbitration to settle his claims regarding the waiver of obligations or violation of the terms of the contract, or (b) the enforcement of the decision of such proceedings is not is carried out during the relevant period stipulated by the Insurance Contract in accordance with the instructions of the Corporation, or (c) such a decision cannot be enforced; and (d) War and civil unrest is any military action or civil unrest in any part of the territory of the Host Country, the Policyholder's State, or a transit State that is a Member of the Corporation. (3) The Board of Directors may approve an increase in the amount of compensation to cover specific commercial and non-commercial risks that differ from those specified in paragraphs (1) and (2) of this article. (4) Losses incurred as a result of the following events will in no way be reimbursed: (a) devaluation or depreciation of the currency, (b) any act or omission on the part of the authorities of the Host Country or the Policyholder's State, with which the Policyholder agreed or for which he was responsible, and (c) any action or omission on the part of the authorities of the Host Country or the Policyholder's State that took place prior to the conclusion of the Insurance Contract.

Article 20. Insurance and reinsurance contracts

The Corporation prepares Insurance and Reinsurance Contracts in accordance with the rules and instructions that may be issued from time to time by the Board of Directors, provided that the Corporation does not reimburse fully insured or reinsured losses.

Article 21. Insurance restrictions

(1) Unless the Board of Governors, by a vote of a majority of its Members representing a majority of the votes of all Members, decides otherwise, the total amount of contingent liabilities assumed by the Corporation shall not exceed one hundred and fifty percent of the amount of the untouched paid-in capital and its reserves plus that part of its reinsurance payments, as may be determined by the Board of Directors. The Board of Directors will conduct, from time to time, a risk review for the corporate portfolio, taking into account its experience in compensation recovery, the degree of risk diversification, reinsurance coverage and other relevant factors, in order to determine whether to recommend to the Board of Governors the maximum total amount of contingent liabilities. The maximum amount determined by the Board of Governors should under no circumstances exceed ten times the amount of the untouched paid-in capital, its reserves and that part of its reinsurance coverage, as may be considered appropriate. (2) Without prejudice to the provisions on the maximum contingent liabilities specified in paragraph (1) of this article, the Board of Directors may prescribe: (a) the maximum aggregate amount of contingent liabilities that a Corporation may assume under all contracts with a Member or Policyholders from each specific Member State. The Board of Directors determines this amount, taking into account the share in the capital of the Corporation of the corresponding Member. (b) the maximum aggregate amount of contingent liabilities that a Corporation can assume in respect of any one transaction.

Article 22. Fees and contributions

(1) The Corporation will accept fees to cover the cost of expenses required to verify insurance and reinsurance applications. (2) The Corporation will establish rates of contributions, fees, and other payments of any kind appropriate to each type of risk. (3) The Corporation may review, from time to time, the rates of contributions, fees and other payments.

Article 23. Payment of compensation

The President of the Corporation, in accordance with general directives that may be issued by the Board of Directors, decides on the payment of compensation to Policyholders in accordance with the provisions of the Insurance or Reinsurance Contract, in the event of relevant events. The terms of Insurance and Reinsurance Contracts should require Policyholders to comply, before making payments by the Corporation, with such administrative measures appropriate to the circumstances that they can always apply, taking into account the legislation of the Host Country. The terms of Insurance and Reinsurance Contracts may require the establishment of a certain acceptable time interval between the moment of occurrence of events entitling compensation and the moment of its payment.

Article 24. Subrogation

(1) By paying or agreeing to pay compensation to the Policyholder in the event of insured damage, Corporations may transfer such rights or claims related to the insured assets that the Policyholder may have as a result of the materialization of a particular risk. The provisions of Insurance Contracts should specify in detail the limits within which the Policyholder's rights will be transferred to Corporations. (2) The rights of the Corporation described in paragraph (1) of this section must be recognized by all Members. (3) As a result of the transfer of the Policyholder's rights described in paragraph (1) of this section, the Host Country or the State of the Policyholder, in the event of relevant events, must fulfill its obligations to the Policyholder as soon as possible and, at the request of the Corporation, provide an opportunity to use all benefits arising from the rights acquired in as a result of this transition.

Article 25. Cooperation with national, regional and international insurance and reinsurance organizations

(1) Without prejudice to the provisions of article 5 of this Treaty, the Corporation may enter into arrangements with national private and public insurers and reinsurers in the Member States in order to improve its own performance and support such organizations while ensuring coverage of commercial and non-commercial risks on terms similar to those required by the Corporation. Such arrangements may include the provision of reinsurance services by the Corporation to such organizations. (2) The Corporation may cooperate with similar national, regional or international organizations in any form it deems appropriate to achieve the Corporation's objectives. (3) The Corporation may enter into a relationship with any suitable reinsurer, in full or in part, regarding reinsurance of Export Credits or investments insured by it.

Chapter IV. Financial conditions

Article 26. Financial management

(1) The Board of Directors issues rules and instructions governing financial matters, if necessary, for the conduct of the Corporation's business. (2) The financial year of the Corporation is the Year of Hijrah.

Article 27. Accounts

The Corporation will publish and send to its Members annual reports on its accounts, which will be reviewed by independent auditors.

Article 28. Funds

(1) The Corporation will maintain and manage two separate funds: (a) the Policyholders' Fund and (b) the Shareholders' Fund. (2) The assets of the Policyholders' Fund consist of: (a) insurance and reinsurance contributions and fees collected, (b) compensation received from reinsurance, (c) income that may result from the activities of the Corporation, (d) reserves established by allocating a portion of the income described in the previous paragraph (c), (e) the profit received as a result of investing reserves attributed to the Policyholders' Fund, (f) the portion of the profit from investing the funds of the Shareholders' Fund that falls to the share of the Policyholders' Fund as a Mudarib , (g) the amounts owned by the Corporation as a result of the transfer of rights to it after payment of compensation to Policyholders. (3) The assets of the Shareholders' Fund consist of: (a) the paid-up share capital, as well as reserves allocated to the Shareholders' Fund, (b) profits from the investment of the paid-up share capital and reserves allocated to the Shareholders' Fund.

Article 29. Reserves and distribution of net profit

(1) The Board of Governors shall allocate all income attributed to the Policyholders' Fund and all profits attributed to the Shareholders' Fund to reserves until such reserves reach five times the amount of the paid-in share capital of the Corporation. (2) After the reserves of the Corporation reach the level indicated in the preceding paragraph (1), the Board of Governors decides on the need and amount of: (a) the distribution of income accumulated in the Fund of Policyholders to reserves or its distribution among Policyholders, (b) the distribution of net profit accumulated in the Fund of Shareholders, to the reserves of the Shareholders' Fund, its distribution among the Members of the Corporation or its use in another way. Any distribution of net profit among the Members of the Corporation is made in proportion to the share of each Member in the authorized capital of the Corporation.

Article 30. Budget

The President prepares and submits the Corporation's annual budget for approval by the Board of Directors.

Article 31. Determination of currency exchange rates and their convertibility

(1) The determination of exchange rates in relation to the Islamic Dinar or the settlement of any issue relating to exchange rates must be carried out by the Corporation on the basis of quotations announced by the International Monetary Fund. (2) As soon as it becomes necessary, under the terms of this Agreement, to determine whether a currency is freely convertible, such determination should be carried out by the Corporation, which may consult with the International Monetary Fund if it deems it necessary.

Article 32. Currency usage and conversion

Subject to the provisions of article 24 of this Treaty (1) A Member State shall not impose or impose any restrictions on the receipt, maintenance or use of its currency or any other currency in the account of the Corporation. (2) A Member State shall facilitate, at the request of the Corporation, the rapid conversion of its currency used by the Corporation into a freely convertible currency based on the exchange rates determined on the date of conversion in accordance with Article 31. (3) The currency of the non-Member States operated by the Corporation is not used to purchase the currency of the Member States, except for its normal use by the Corporation in the course of its business activities, or with the permission of the Member State. (4) A Member State should not impose restrictions on the transfer of Corporate fees in a convertible currency acceptable to the Corporation.

Chapter V. Organization and management

Article 33. Corporate Structure

The Corporation consists of a Board of Governors, a Board of Directors, a President, a Manager, as well as other bodies and employees who may be necessary to perform those duties that the Corporation may designate.

Article 34. Board of Governors: composition

(1) The Board of Governors consists of the Governors and Alternate Governors of the Bank. The Chairman of the Board of Governors of the Bank is ex officio Chairman of the Board of Governors of the Corporation. (2) Managers and alternative Managers work as such without remuneration from the Corporation, but the Corporation may reimburse them for the related expenses incurred by them when attending meetings.

Article 35. Board of Governors: powers

(1) All powers of the Corporation belong to the Board of Governors. (2) The Board of Governors may delegate any or all of its powers to the Board of Directors, except for the powers to: (a) admit new Members and determine the conditions for their admission, (b) increase or decrease the established amount of the authorized capital of the Corporation, (c) expel a Member, (d) decide on the interpretation or application of of this Agreement proposed by the Board of Directors, (e) to determine reserves and distribution of net profit and income of the Corporation, (f) to amend this Agreement, (g) to make decisions regarding the termination of the Corporation's activities and the allocation of its assets, (h) to determine the remuneration of the Directors, (i) to exercise other special powers specifically designated in this Agreement for the Board of Governors. (3) The Board of Governors and the Board of Directors, within the limits of their powers, may adopt rules and regulations that may be necessary or appropriate for the conduct of the Corporation's affairs, including rules and regulations regarding staff, retirement and other matters. Until such rules and instructions have been adopted, the Corporation shall apply the rules, instructions and resolutions of the Bank's authorities within the framework that allows it to comply with the provisions of this Agreement, as if such a decision had been made by the Board of Governors or the Board of Directors within the powers defined by this Agreement. (4) The Board of Governors reserves the full right to exercise its powers in the event of any delegation to the Board of Directors in accordance with paragraphs (2) and (3) of this article.

Article 36. Governing Council: procedures

(1) The Board of Governors shall hold annual meetings, as well as other meetings deemed necessary by the Board of Governors or convened by the Board of Directors. Meetings of the Board of Governors are convened by the Board of Directors each time on the proposal of the Bank or one third of the Member States. (2) The Annual meeting of the Board of Governors of the Corporation is held simultaneously with the annual meeting of the Board of Governors of the Bank. (3) A majority of the Governors must establish a quorum for each meeting of the Board of Governors of the Corporation, provided that such majority represents at least two thirds of the total number of votes of all Members. (4) The Board of Governors shall develop, in the form of instructions, a procedure by which the Board of Directors may, if the latter considers such action appropriate, adopt a vote of the Governors on certain specific issues without convening a meeting of the Board of Governors.

Article 37. Board of Directors: composition

(1) The Board of Executive Directors of the Bank shall constitute the Board of Directors of the Corporation. (2) All instructions, resolutions and procedures of the Board of Executive Directors of the Bank relate to the Board of Directors of the Corporation as if the latter were the Board of Executive Directors of the Bank.

Article 38. Board of Directors: powers

The Board of Directors is responsible for the overall management of the Corporation's activities and for this purpose, in addition to the powers specifically assigned to it by this agreement, performs all the powers delegated to it by the Board of Governors, and in particular (1) prepares the work of the Board of Governors; (2) develops directions for the implementation of the Corporation's business and its activities in accordance with the general by directives of the Board; and (3) approves the budget of the Corporation.

Article 39. Board of Directors: procedures

(1) The Board of Directors functions at the Corporation's head office, unless the Board decides otherwise, and meets as many times as required by the Corporation's business. (2) The Board of Governors shall adopt rules and instructions according to which, if there is no Director of his nationality on the Board of Directors, a Member State may send its representative to attend, without the right to vote, any meeting of the Board of Directors when, in particular, the issues discussed affect the interests of the Member State.

Article 40. Voting

(1) Each Member must have one vote for each subscribed and paid share. (2) When voting in the Board of Governors, each Governor has the right to cast the number of votes proportional to the Bank's share in the Corporation, which will be equal to the proportion of the number of shares of the Member State represented in the Bank in relation to the total number of shares of the Bank. If a Member of the Bank is a Member State of the Corporation, the Governor representing it, in addition to the proportional share of the Bank's votes defined above, has the right to cast the votes that are vested in such Member State within the Corporation. (3) Except as otherwise stipulated in this Agreement, all decisions on issues raised by the Board of Governors must be taken by a majority vote of the total number of those present at the meeting. (4) Subject to the provisions of paragraph (1) of this article, when voting in the Board of Directors (a), the appointed Director has the right to cast votes for the Member State he represents, which is legally competent in the Corporation. In addition, such a Director has the right to cast such a number of votes proportional to the Bank's share in the Corporation, which should be equal to the proportion represented by the number of shares of the Member State he represents in the Bank, in relation to the total amount of the Bank's authorized capital. (b) The elected Director has the right to cast votes for the Member States of the Bank represented by him, to which these States are entitled in the Corporation. In addition, such a Director has the right to give such a proportionate share of the Bank's votes in the Corporation, which should be equal to the proportion represented by the total number of shares of the Member States represented by him in the Bank, in relation to the total amount of the Bank's authorized capital. The votes that the elected Director has the right to cast do not necessarily have to be cast as a single vote.

Article 41. President

(1) The President of the Bank is ex officio President of the Corporation. (2) The President is the Chief Executive of the Corporation and conducts all Corporate affairs under the direction of the Board of Directors. The President is responsible for the organizational work, appointment and dismissal of officials and staff members in accordance with the rules and instructions adopted by the Board of Directors. (3) The President is the legal representative of the Corporation and has the authority to approve the activities of the Corporation and the conclusion of contracts related to this Agreement in accordance with the general directives developed by the Board of Directors. (4) When appointing officials and staff members in accordance with paragraph (2) of this section, the President should pay special attention, taking into account the paramount importance of ensuring a high level of efficiency and technical competence, to the recruitment of staff based on as wide geographical representation as possible. (5) Subject to the general provisions described above, the President appoints the Corporation's Manager, who is charged with the current duties of conducting the Corporation's business. The President may delegate any of the presidential powers to the Manager based on this Agreement. The President determines the salary and working conditions of the Manager and may reassign him.

Article 42. The international character of the Corporation and the prohibition of political activity

(1) The Corporation, its Directors, President, Manager, officers and staff members may not interfere in the political affairs of any Member State. Without prejudice to their rights, and taking into account all circumstances that arise when making an investment or Export Loan, the Corporation, its Directors, President, Manager, officers and staff members should not depend in their decisions on the political nature of the Member or Member State in question. (2) In the performance of their official duties, the President, Manager, officers and staff of the Corporation must perform them fully for the Corporation and not for any other management. Each Member of the Corporation must respect the international nature of his duties and refrain from all attempts to influence any of them in the performance of their official duties.

Article 43. Communication channels and depositories

Until new channels of communication and new depositories are designated by the Member States, within 60 days after the entry into force of this Agreement, the communication channel in connection with any issue arising under this Agreement and the depository for storing the currency of each Member State and also other assets of the Corporation will be considered as the communication channel. and the depository chosen by the Member State in accordance with Article 40 of the Founding Agreement of the Bank.

Article 44. Reports and reports

(1) The Corporation provides quarterly reports reflecting the results of its activities to its Members. (2) The Corporation may also publish other reports if it deems it necessary to carry out its purposes and functions. Such reports are transmitted to the Members.

Chapter VI. Withdrawal from membership and suspension of membership, temporary and final termination of the Corporation's activities

Article 45. Withdrawal from membership

(1) No Member State has the right to withdraw from the Corporation before the expiration of a period of five (5) years from the date of its accession to membership. (2) Subject to paragraph (1) of this article, any Member State may withdraw from the Corporation by giving written notification to the Corporation. (3) Subject to paragraph (1) of this article, the withdrawal of a Member State shall become effective and its membership shall terminate on the date indicated in its notification, but in no case earlier than 6 (six) months after the date on which the notification was received by the Corporation. However, at any time before the withdrawal becomes effective, a Member State may notify the Corporation in writing of the cancellation of its notice of intention to withdraw. (4) A Member State withdrawing from membership reserves responsibility for direct and conditional obligations to the Corporation as of the date on which its withdrawal becomes effective. A Member State withdrawing from membership also remains a subject under the terms of this Agreement, which, in the opinion of the Corporation, affect the Corporation's investments in the territory of that Member State until agreements acceptable to the Corporation in respect of such investments are concluded between the Corporation and the Member State. When the withdrawal becomes effective, the Member State is not liable for obligations arising from the Corporation's activities after that date. (5) Any Member State that terminates membership in an Organization shall be deemed to have been notified of its withdrawal from the Corporation on the basis of the provisions of this section. The date on which the withdrawal becomes final is determined by the Board of Governors, taking into account paragraph (1) of this article.

Article 46. Suspension of membership

(1) If a Member State is unable to fulfill any of its obligations to the Corporation, the Board of Governors may suspend the membership of such Member State by a vote of at least three-fourths of the total number of Members. (2) A Member State whose membership has been suspended in this way shall automatically cease to be a Member of the Corporation upon the expiration of a period of one year after the date of suspension, the period of which may be extended if the Board of Governors deems it necessary, until the Board of Governors, during this period, on the basis of the same voting majority required in order to make a decision on the suspension of membership, it will not decide to restore the membership of this Member State. (3) Being in a state of suspended membership, a Member State does not have any rights provided for in this Treaty, but bears all obligations under it.

Article 47. Repayment of debt on obligations upon termination of membership

(1) After the date on which the State ceases to be a Member, it reserves responsibility for its direct obligations towards the Corporation, which it assumed on that date. It also remains responsible for its contingent obligations to the Corporation as long as any part of the transactions performed before it ceases to be a Member remains unresolved, but it does not assume obligations for transactions performed by the Corporation after that date, nor does it participate in the distribution of profits or expenses. Corporations. (2) At the moment when a State ceases to be a Member, the Corporation shall take measures to repurchase the shares of such State as part of the repayment of its debts in accordance with the provisions of paragraphs (3) and (4) of this article. For this purpose, the book value of such shares on the date when the State terminated its membership is taken as the purchase price of shares. (3) Payment for the repurchase of shares by a Corporation in accordance with this article must be subject to the following conditions: (a) any amount earned by a Member State for its shares will be withheld as long as that Member State, its central bank or any of its agents, authorized or political subdivisions have obligations in front of the Corporation. Any amount belonging to such a Member State, at the Corporation's option, will be attributed to any obligation of such a Member State as soon as it expires.; (b) the net amount equal to the difference between the share repurchase price (in accordance with paragraph (2) of this article) and the total amount of the Member State's obligations to the Corporation will be paid within a period not exceeding five (5) years, as may be determined by the Corporation, after the transfer of ownership to the relevant shares implied by the Member State; (c) payments are made in freely convertible currency; and, (d) if the Corporation incurs losses on insurance and reinsurance operations that remain on the date when the Member State terminates its membership and the amount of such losses exceeds the amount of reserves intended to cover losses on the date when the implied Member State pays, upon request, the amount by which the repurchase price His shares would have been reduced if losses had been taken into account when the purchase price was determined. (4) If the Corporation terminates its operations related to the provisions of Article 49 of this Treaty within six (6) months after the date on which any Member State terminates its membership, all rights of such Member State will be determined in accordance with the provisions of articles 49 and 51 of this Treaty. Such a Member State will be considered a Member within the framework of the provisions of these articles, but will be deprived of the right to vote.

Article 48. Temporary termination of activities

(1) The Board of Directors may, at any time when it considers it fair, suspend the provision of insurance or reinsurance services for a specified period. (2) In case of unforeseen circumstances, the Board of Directors may suspend the activities of the Corporation for a period not exceeding the duration of such circumstances, taking into account that the necessary measures will be taken to protect the interests of the Corporation and third parties. (3) The decision to suspend operations will in no way affect the status of the obligations of the Members in relation to this Agreement, or the obligations of the Corporation in relation to Policyholders or third parties.

Article 49. Termination of activity

(1) A Corporation may terminate its activities on the basis of a resolution of the Board of Governors, confirmed by two thirds of the total number of Governors representing at least three quarters of the total number of all votes of the Members. Upon such termination, the Corporation immediately terminates all activities, except in cases requiring the mandatory sale, conservation and protection of its assets and the fulfillment of its obligations. (2) Until the final fulfillment of such obligations and asset allocation is completed, the Corporation continues to exist and all mutual rights and obligations of the Corporation and its Members remain in force.

Article 50. Member responsibility and payment of claims

(1) In the event of termination of the Corporation's activities, the liability of all Member States for unclaimed share capital of the Corporation will remain valid until all claims of creditors and Policyholders, including contingent liabilities, are satisfied. (2) In the event of termination of the Corporation's activities (a) the debts attributed to the Shareholders' Fund will be paid from the assets of the Shareholders' Fund. If such assets are not sufficient to cover such debts, the latter are paid out of the payments accumulated by the Corporation on the unpaid share capital to be collected. (b) debts attributed to the Policyholders' Fund will be paid primarily from the assets of the Policyholders' Fund. After these debts are paid in this way, the claims of the Policyholders will be satisfied. If the assets of the Policyholders' Fund are not sufficient to meet these requirements, the latter must be met from the Shareholders' Fund. If the assets of the Shareholders' Fund are not sufficient to meet such claims, they will be repaid by payments accumulated on unpaid share capital subject to collection, provided that such settlement is made in the form of non-refundable contributions. (c) if the assets are not sufficient to cover the debts or pay the claims of the Policyholders, the available assets should be distributed proportionally between creditors and Policyholders.

Article 51. Asset allocation

(1) If, after covering debts and meeting claims of Policyholders, any funds remain in the Policyholders' Fund, such assets must be used for charitable purposes. (2) If any funds remain in the Shareholders' Fund after the debts are covered and the claims of the Policyholders are satisfied, such assets must be distributed among the members of the Corporation in proportion to the value of the paid-up shares owned by each Member. Such allocation must be approved by the Board of Governors by a two-thirds vote of the total number of Governors representing at least three-fourths of the total number of all Members. (3) Any Member receiving funds distributed in accordance with the terms of this section shall have the same rights in respect of these funds as those held by the Corporation prior to the distribution.

Chapter VII. Immunities, benefits and privileges

Article 52. Corporate immunities

In order to be able to achieve its objectives and perform the functions assigned to it, the Corporation, the Governors, the Alternate Governors, the Directors, the President, the Manager, the officers, the assets, the archives and the channels of communication are provided, in the territory of each Member State, with all the relevant immunities, facilities and privileges described in Articles 53, 54, 55, 56, 57, 58 and 59 of the Bank's Founding Agreement.

Article 53. Immunity of assets

(1) Subject to the provisions of article 54 of this Treaty, the property and assets of the Corporation shall not be subject to search, requisition, confiscation, expropriation or any other administrative or legislative action imposing an arrest on them. (2) To the extent necessary to carry out its activities in accordance with the provisions of this Agreement, all property and assets of the Corporation are exempt from restrictions, instructions, controls and moratoriums of any kind, taking into account that the property and assets owned by the Corporation as the legal successor of the Policyholder are exempt from the relevant currency restrictions, instructions and controls operating in the territory of the Member State, which apply to the Policyholder, whose legal successor is the Corporation.

Article 54. Judicial procedures

Actions other than those described in article 59 may be applied to a Corporation only within the framework of a competent court in the territory of the Member State where the Corporation's office is located or there is a designated agent to receive services or notify of the process. No such action may be taken against the Corporation by (i) Members or persons seeking to satisfy demands from Members, or (ii) in relation to personnel matters. The property and assets of the Corporation, wherever located and by whomever they are managed, shall be immune, in accordance with the provisions of articles 52 and 53 of this Treaty, until the date of receipt of a verdict or judicial decision directed against the Corporation.

Article 55. Fulfillment of the terms of the Agreement

Each Member State, in accordance with its legal system, must immediately take the appropriate measures necessary to implement in its territory the provisions described in this chapter and inform the Corporation of the measures it has taken in relation to this issue.

Article 56. Waiver of immunities, benefits and privileges

The Corporation may, at its sole discretion, waive the privileges, immunities and facilities granted under this chapter in any circumstances and for any reason, in such manner and under such conditions as it may determine are appropriate to best serve its interests.

Chapter VIII. Amendments, interpretation, arbitration

Article 57. Amendments

(1) This Agreement may be amended on the basis of a resolution of the Board of Governors approved by a two-thirds vote of the total number of Governors representing at least three-quarters of the votes of the total number of members. (2) Notwithstanding the provisions of paragraph (1) of this article, a unanimous decision of the Board of Governors is required to approve any amendment that amends (a) the right to secede from the Corporation; (b) restrictions on obligations set out in paragraphs (2) and (3) of article 12.; (c) the rights in relation to the acquisition of shares, as defined in paragraph (5) of Article 9. (3) Any proposal to amend this Agreement, coming from both the Members and the Board of Directors, must be submitted to the Chairman of the Board of Governors, who must submit a proposal to the Board of Governors. If the amendment is approved, the Corporation confirms this with an official notification, which is sent to all Members. The amendments will enter into force for all Members three (3) months after the date of the official notification, unless a different deadline is determined by the Board of Governors. (4) No amendment that may affect the Corporation's adherence to the provisions of Sharia Law should be implemented.

Article 58. Languages, interpretation and application

(1) The official language of the Corporation is Arabic. In addition, English and French are the working languages. The text of the Agreement in Arabic is considered authentic (primary) for both interpretation and application. (2) Any conflict regarding the interpretation or application of the provisions of this Agreement that arises between any Member and the Corporation or between two or more Members of the Corporation must be resolved by contacting the Board of Directors. If the Board does not have a Director who is a national of the Member State that has entered into such a conflict, the provisions of paragraph (2) of Article 39 shall apply. (3) Any Member may, within six (6) months of the decision being rendered in accordance with paragraph (2) of this article, request that the matter in dispute be considered by the Board of Governors, whose decision will be final. While awaiting the decision of the Board of Governors, the Corporation may, if deemed necessary, act on the basis of the decision of the Board of Directors.

Article 59. Arbitration

(1) If a dispute arises between a Corporation and a State that has terminated its membership, or between a Corporation and any Member after the adoption of a resolution on the termination of the Corporation, or between a Corporation and a Member State regarding the claims of a Corporation acting as the legal successor of the Policyholder, or between a Corporation and a Member on any other matter other than those described in paragraph (2) of Article 58 of this Treaty, such a dispute should be resolved by peaceful means. If an agreement is not reached by peaceful means, such dispute must be resolved on the basis of an arbitration court consisting of three (3) arbitrators. One of the arbitrators is appointed by the Corporation, the second by the opposing party, and the third arbitrator is appointed by the Secretary General of the Organization. A majority of the arbitrators' votes will be sufficient to make such a decision, which will be final and binding on the parties. The third arbitrator will be authorized to decide on the procedure in any case when there is a disagreement between the parties described in this article. (2) Any dispute arising over Insurance and Reinsurance Contracts between the parties described in this section must be submitted to arbitration for final determination in accordance with the rules that must be prescribed or relevant to a particular contract.

Article 60. Approval considered given

If approval by any Member is required before any act that the Corporation may take is adopted, such approval shall be deemed given until the Member submits an objection within a reasonable period that the Corporation may determine to notify its objection to the proposed act.

Chapter IX. Final provisions

Article 61. Signing and custody

(1) The original of this Agreement in a single copy in Arabic, English and French shall remain open for signature by the Bank and the Governments of the States listed in Annex A to this Agreement until the 15th day of the month of Sha-ban 1413 Hijrah, which corresponds to February 6, 1993, at the Bank's headquarters. This document will be kept at the Corporation's head office after its establishment. (2) The Bank must send certified copies of the Agreement to all signatories and other States that become Members of the Corporation.

Article 62. Ratification and its consequences

(1) This Agreement is subject to ratification or acceptance by the Bank and the States that are parties to the Agreement. Instruments of ratification or acceptance shall be deposited with the Bank, which shall duly inform the other parties to the Agreement of the deposit of such documents and the date of such acceptance. (2) By ratifying or accepting this Treaty, this Member State shall be deemed to have authorized the Corporation, at all times, to provide insurance and reinsurance services in the territory of this Member State in accordance with the provisions of this Treaty.

Article 63. Entry into force

This Treaty shall enter into force from the moment when the instruments of ratification or acceptance are deposited by the Member States, whose contributions to the authorized capital in the aggregate will amount to at least Twenty-Five Million Islamic Dinars (ID 25.000,000).

Article 64. Commencement of activity

(1) At its inaugural meeting, the Board of Governors will take steps to determine the date on which the Corporation begins operations. (2) The Corporation must notify its Members of the date of commencement of its activities. Done in Tripoli, Great Socialist People's Libyan Arab Jamahiriya, on this 15th day of the month of Sha-ban, 1412 Hijrah, corresponding to February 19, 1992.

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