Translation STATUTES OF THE NORDIC
INVESTMENT BANK
By an Agreement dated 4 December 1975, the Governments of Denmark, Finland, Iceland, Norway, and Sweden, have decided to establish a Nordic investment bank, which Agreement has been replaced by a new agreement dated 23 October 1998.The investment bank shall operate in accordance with the following provisions:
PURPOSE
SECTION 1
The purpose of the Nordic Investment Bank, hereinafter referred to as the Bank, is to make loans and issue guarantees in accordance with sound banking principles and taking into account socioeconomic considerations, to carry into effect investment projects of interest to the Nordic countries and other countries which receive such loans. 1)
CAPITAL
SECTION 2
The authorised capital stock of the Bank is EUR 4,000 million. 2) 3)
Of the authorised capital stock the State of Denmark shall subscribe EUR 881,062,083; the State of Finland EUR 765,788,207; the State of Iceland EUR 38,595,722; the State of Norway EUR 793,105,204 and the State of Sweden EUR 1,521,448,784.2) 3)
Any increase in the authorised capital stock shall be decided upon by the Nordic Council of Ministers, after proposal by the Board of the Bank. The increase in the authorised capital stock shall be distributed among the countries according to the scheme of allocation for joint Nordic financing between the Nordic countries, as determined from time to time by the Nordic Council of Ministers.
SECTION 3
The contracting states shall make available to the Bank 10.1 per cent of the subscribed authorised capital stock. The payments shall be made upon request from the Bank.2)
The remainder of the subscribed capital stock shall be subject to call to the extent the Board of the Bank deems it necessary for the fulfilment by the Bank of its debt obligations.
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SECTION 4
The payments referred to in Section 3 shall be made in euro.3)
SECTION 5
The Bank shall acquire the capital intended for making loans by borrowing in the five member countries or elsewhere.
Also, the capital paid-in according to Section 3, may be used for making loans.
OPERATIONS
SECTION 6
The Bank may make loans and issue guarantees up to a total amount equivalent to 250 per cent of the authorised capital stock and accumulated general reserves.4) In addition to these limits the Bank may make loans and issue guarantees according to Subsections 3-5.5)7)
In making loans and issuing guarantees the Bank shall require that adequate security is provided, unless sufficient security is considered to exist under the circumstances.
The Bank may make project investment loans and issue guarantees for project investment loans (project investment guarantees) as described in Section 6 A, up to a total amount equivalent to EUR 3,300 million.2) 3)
The Bank may make special investment loans (investment loan guarantees) as described in Section 6 B, up to a total amount equivalent to EUR 60 million. 6) 3)
For environmental investments in the neighbouring region of the Nordic countries the Bank may make special environmental investment loans (environmental loan guarantees) as described in Section 6 C, up to a total amount equivalent to EUR 300 million. 5) 3)7)
The Bank may also make other arrangements relating to its operations, which are necessary or desirable for furthering the purpose of the Bank.
The Bank shall co-operate with other credit institutions, and with public authorities and private institutions concerned.
SECTION 6 A
Loans made and guarantees issued for investments outside the Nordic countries may, if so determined by the Board, be designated project investment loans or project investment guarantees.8) The member countries shall cover the Bank’s losses in connection with such loans and guarantees up to the following amounts: Denmark EUR 391.225 million, Finland EUR 357.094 million, Iceland EUR 16.139 million, Norway EUR 340.991 million and Sweden EUR 694.551 million.9) 3) The member countries’ guarantees hereby cover at most 90 per cent of losses on individual project
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investment loans. Payment is subject to call by the Board pursuant to agreements entered into between the Bank and each member country.8)
For project investment loans made and project investment guarantees issued, allocations shall be made to a special credit risk fund, primarily to cover losses on project investment loans and project investment guarantees. 8)
SECTION 6 B
Loans made and loan guarantees issued for investments in the Baltic countries may, if so determined by the Board, be designated special investment loans or investment loan guarantees.10) The member countries shall cover 100 per cent of the Bank’s losses in connection with such loans and guarantees up to the following amounts: Denmark EUR 13.380 million, Finland EUR 11.700 million, Iceland EUR 0.630 million, Norway EUR 11.340 million and Sweden EUR 22.950 million.6) 3) Payment is subject to call by the Board pursuant to agreements entered into between the Bank and each member country.10)
SECTION 6 C 5)
Loans made and loan guarantees issued for environmental investments in the neighbouring region of the Nordic countries may, if so determined by the Board, be designated special environmental investment loans (environmental investment loan guarantees). The member countries shall cover 100 per cent of the Bank’s losses in connection with such loans up to the following amounts: Denmark EUR 72.6 million, Finland EUR 53.2 million, Iceland EUR 3.3 million, Norway EUR 63.5 million and Sweden EUR 107.4 million.3)7) Payment is subject to call by the Board pursuant to agreements entered into between the Bank and each member country.
SECTION 7
The business of the Bank shall be conducted in accordance with the principles referred to in Section 1 and in accordance with the following guidelines:
a) A loan shall not be made or a guarantee issued if it is opposed by the state of the beneficiary.
b) Loans from, and the investment of funds in the Nordic countries shall be made in agreement with the authorities of the member country concerned.
c) In its operations, the Bank shall aim for a profit allowing the formation of reserves and reasonable return on the paid-in capital referred to in Section 3.
d) The Bank may when specific need arises acquire shares or other assets, in support of its business or to protect its claims.11)
e) The Bank shall, to the extent it is practically possible, protect itself against the risk of exchange rate losses.
SECTION 8
The surplus of the Bank shall be transferred into a reserve fund until the amount equals 10 per cent of the authorised capital stock of the Bank. Thereafter, the Nordic Council of Ministers, after proposal by the Board of the Bank, shall decide upon the allocation of the surplus between the reserve fund and dividends on the subscribed capital.
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SECTION 9
The Bank’s accounts shall be kept in euro.3) The financial year shall follow the calendar year.
The annual report and the balance sheet of the Bank shall be submitted to the Nordic Council of Ministers.
ADMINISTRATION
SECTION 10
The Bank shall have a Board of Directors, a President, and such other personnel as is necessary to carry out its operations.
SECTION 11
All the powers of the Bank shall be vested in the Board, which may delegate these powers to the President to the extent considered appropriate. The Board shall be composed of ten members, of whom each state shall appoint two members for a maximum term of four years. Each state shall appoint two alternates according to the same principles.12)
The Board shall select a Chairman and a Deputy Chairman for a term of two years. The chairmanship and the deputy chairmanship shall rotate among the representatives of the member countries.
The Board shall be convened when decided by the Chairman or at the request of at least two of the members of the Board or the President.
Eight members or alternates entitled to vote shall constitute a quorum of the Board. Each member shall have one vote; in the absence of a member, an alternate from the same state is entitled to vote. A position supported by at least seven members or alternates entitled to vote shall become the decision of the Board. Decisions may also be passed by a written procedure.12)
SECTION 12
The President shall be responsible for the conduct of the ordinary operations of the Bank and shall follow the guidelines and instructions given by the Board.
The Board shall appoint the President for a maximum term of five years at a time. He shall not be a member or an alternate of the Board. He may participate in the meetings of the Board, but shall not vote at such meetings.
Two persons, each being either a member of the Board, an alternate of the Board, the President or a person authorised by the Board, shall sign on behalf of the Bank.13)
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OTHER PROVISIONS
SECTION 13
A Control Committee shall be established to ensure that the operations of the Bank are conducted in accordance with these Statutes. The Committee shall be responsible for the audit and shall annually deliver an auditors’ report to the Nordic Council of Ministers.
The Committee shall be composed of ten members. The Nordic Council of Ministers shall nominate one member from each country and the Nordic Council shall nominate five members. The members of the Committee shall be appointed for a maximum term of two years. The Chairman shall be the representative appointed by the Nordic Council of Ministers who represents that country to which the chairmanship of the Nordic Council of Ministers currently belongs, unless the Council of Ministers otherwise decides.
SECTION 14
If the Nordic Council of Ministers should decide that the Bank shall enter into liquidation, the Council of Ministers shall appoint the persons to be in charge of the liquidation.
The member countries shall be responsible for the commitments of the Bank with their uncalled subscriptions to the capital stock until all the claims of creditors shall have been discharged. No disbursement shall be made to member countries on account of their paid-in share of the subscribed capital stock nor from the reserve fund, until all liabilities have been discharged.
Any surplus or deficit in the Bank shall be allocated among the member countries in proportion to their respective total share of the subscribed capital stock.
1) Amended as of 18 July 1999 according to the decision by the Nordic Council of Ministers of 9 November 1998.
2) Amended as of 1 January 1999 according to the decision by the Nordic Council of Ministers of 23-24 June 1998.
3) Amended as of 1 January 1999 according to the decision by the Board of Directors of 28 August 1998.
4) Amended as of 29 October 2001 according to the decision by the Nordic Council of Ministers of the same date.
5) Amended as of 28 August 1997 according to the decision by the Nordic Council of Ministers of 25 January 1997.
6) Amended as of 7 October 1996 according to the decision by the Nordic Council of Ministers of the same date.
7) Amended as of 1 January 2003 according to the decision by the Nordic Council of Ministers of 12 June 2002.
8) Amended as of 1 July 1982 according to the decision by the Nordic Council of Ministers of 15 September 1981 and of February 28, 1982.
9) Amended as of 5 January 1995 according to the decision by the Nordic Council of Ministers of 25 March 1994.
10) Amended as of 30 December 1992 according to the decision by the Nordic Council of Ministers of 27 April 1992.
11) Amended as of 9 January 1998 according to the decision by the Nordic Council of Ministers of the same date.
12) Amended as of 8 May 1989 according to the decision by the Nordic Council of Ministers of the same date.
13) Amended as of 20 August 1987 according to the decision by the Nordic Council of Ministers of the same date.
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