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26.11.2011 Official
Journal
of
the
European
Union
L
313/1
I
(Legislative acts)
DECISIONS
DECISION No 1219/2011/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 16 November 2011
concerning the subscription by the European Union to additional shares in the capital of the
European Bank for Reconstruction and Development (EBRD) as a result of the decision to
increase this capital
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
through integration in the capital of part of the EBRD’s
EUROPEAN UNION,
unrestricted general reserves. This Decision thus has no
direct impact on the budget of the Union. All EBRD
Having regard to the Treaty on the Functioning of the European
shareholders automatically received paid-in shares in
Union, and in particular Article 212 thereof,
proportion of their existing shareholding, without any
further procedural steps taken by the shareholders them
selves. Accordingly, the Union has been issued with
Having regard to the proposal from the European Commission,
3 031 new shares, each having a par value of
EUR 10 000 increasing the number of paid-in shares of
After transmission of the draft legislative act to the national
the Union to 63 031.
parliaments,
Acting in accordance with the ordinary legislative procedure ( 1 ),
(4) Pursuant
to
Resolution
128,
the
authorised
capital
stock
of the EBRD should be increased by 900 000 callable
shares, each share having a par value of EUR 10 000
Whereas:
which is subject to redemption. Each member should
be entitled to subscribe, at par, to a number of whole
(1) Pursuant
to
Article
4(3)
of
the
Agreement
establishing
callable shares up to, but not in excess of, 42,857 % of
the European Bank for Reconstruction and Devel
the number of shares owned by such member
opment ( 2 ) (EBRD), the Governors of the EBRD, at their
immediately prior to the effective date of the capital
annual meeting in Zagreb on 14 and 15 May 2010,
increase. The Union is thus entitled to subscribe to up
decided in Resolutions 126 ( 3 ) and 128 ( 4 ) to increase
to 27 013 callable shares by 31 December 2011.
by EUR 10 billion the authorised capital stock of the
EBRD in order to maintain enough capital to sustain,
over the medium term, a reasonable level of activity in
(5) Pursuant
to
Resolution
128,
the
use
of
EBRD’s
capital
the EBRD countries of operation within statutory limits.
should be monitored pursuant to the fourth Capital
Resources Review (CRR4) for the period 2011-2015
(2)
Prior to those resolutions, the capital of the EBRD was
(CRR4 period). The EBRD Board of Governors could
fixed at EUR 20 billion, of which the Union subscribed
decide in 2015, within the framework of CRR4, that
to 60 000 shares, each share having a par value of EUR
part of the unutilised callable capital could be
10 000.
redeemed under specific conditions to be agreed in
2015. Pursuant to Resolution 128, the EBRD Board of
(3) Pursuant
to
Resolution
126,
the
authorised
capital
stock
Governors resolved that such redemption of callable
of the EBRD is increased by 100 000 paid-in shares, and
shares would be automatic and applicable to all EBRD
each member is issued a number of whole shares,
members who have subscribed to the callable shares
rounded downwards, pro rata to their existing share
authorised by that Resolution. In such a situation, the
holding. The paid-in part of the capital increase is paid
Commission would take note of, and implement, the
EBRD Governors’ Resolution.
( 1 ) Position of the European Parliament of 13 October 2011 (not yet
published in the Official Journal) and Decision of the Council of
8 November 2011.
(6)
This Decision should enhance the capacity of the EBRD
( 2 ) OJ L 372, 31.12.1990, p. 4.
to increase its activities in its countries of operation, thus
( 3 ) Resolution 126, entitled ‘Increase in authorised capital stock,
providing valuable assistance to the economies of those
issuance of paid-in shares, and payment through reallocation of
countries in difficult economic times. It is appropriate for
net income’.
( 4 ) Resolution 128, entitled ‘Increase in authorised capital stock,
the Union to subscribe to those additional shares in
issuance and subscription of callable capital, and redemption’.
order to achieve the Union’s objectives in the field of

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L 313/2
EN
Official Journal of the European Union
26.11.2011
economic external relations and preserve its relative
of the Union’s objectives with particular regard to the
voting power within the EBRD.
Union’s external action as laid down in Article 21 of
the Treaty on European Union, the Europe 2020
(7) The increase in callable capital provided for in this
Strategy, and the significant increase of the transfer of
Decision contributes to maintaining the EBRD’s access
renewable energy and energy-efficient technologies.
to financial markets.
(8) The
Commission
should
present
to
the
European (13) The
representatives
of
the
Union
in
the
governing
bodies
Parliament and the Council, by the end of the CRR4
of the EBRD should use their best endeavours to avoid
period, a report assessing the effectiveness of the
any activity by the EBRD implemented in its countries of
existing system of European public financing institutions
operation through a foreign non-cooperative jurisdiction
promoting investment in Europe and its neighbourhood.
characterised notably by no or nominal taxes, a lack of
That report should include recommendations on the
effective exchange of information with foreign tax
cooperation between the respective banks and the opti
authorities and a lack of transparency in legislative,
misation and coordination of their activities as called for
legal or administrative provisions, or as identified by
by the European Parliament in its resolution of 25 March
the Organisation for Economic Cooperation and Devel
2009 on the 2007 Annual Reports of the European
opment or the Financial Action Task Force,
Investment Bank and the European Bank for Recon
struction and Development (
HAVE ADOPTED THIS DECISION:

1 ).
(9) In
the
countries
of
common
intervention
outside
the
Article 1
Union, the EBRD should be encouraged to develop its
cooperation with the other European public financing
The Union shall subscribe to 27 013 additional callable shares
institutions through agreements such as the tripartite
of EUR 10 000 each in the EBRD pursuant to Resolution 128
‘Memorandum of Understanding between the European
of the Board of Governors, the text of which is set out in the
Commission, the European Investment Bank together
Annex for informative purposes.
with the European Investment Fund, and the European
Article 2
Bank for Reconstruction and Development in respect of
cooperation outside the European Union’, which allows
The Governor of the EBRD for the Union shall deposit the
the banks to act in a complementary way by relying on
requisite instrument of subscription on behalf of the Union.
their respective comparative advantages.
Article 3
(10) The
contingent
liability
related
to
the
callable
part
of
the
subscribed capital is reflected in the budget of the Union
The Governor of the EBRD for the Union shall report annually
in p.m. line 01 03 01 02: ‘European Bank for Recon
to the European Parliament on the use of capital, on measures
struction and Development — Callable portion of
to ensure transparency of operations of the EBRD through
subscribed capital’.
financial intermediaries, on how the EBRD has contributed to
the Union’s objectives, on risk-taking and effectiveness in
(11) The
representatives
of
the
Union
in
the
governing
bodies
leveraging additional financing from the private sector, and on
of the EBRD should encourage the EBRD: to continue
cooperation between the European Investment Bank and the
implementing the best prudential banking practices in
EBRD outside the Union.
order to further preserve its very strong capital
position; to intervene in areas consistent with the key
Article 4
objectives of the Europe 2020 Strategy in order to
enhance the overall coherence of the Union’s external
This Decision shall enter into force on the third day following
action policy; to further develop financial instruments,
its publication in the Official Journal of the European Union.
based on co-financing between the budgets of the
Union and of the EBRD, contributing to the achievement
of the Union’s objectives, while taking into account that
Done at Strasbourg, 16 November 2011.
such cooperation should be accompanied by effective
control over, and visibility of, the Union’s public funds;
and to provide, on its website, appropriate information
about the beneficiaries, the impact of its financial inter
mediary operations and the evaluations of projects.
For the European Parliament
For the Council
The President
The President
(12) The Governor of the EBRD for the Union should report
annually to the European Parliament on the promotion
J. BUZEK
W. SZCZUKA
( 1 ) OJ C 117 E, 6.5.2010, p. 147.

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EN
26.11.2011 Official
Journal
of
the
European
Union
L
313/3
ANNEX
RESOLUTION No 128
Increase in authorised capital stock, issuance and subscription of callable capital, and redemption
THE BOARD OF GOVERNORS
Having received from the Board of Directors a Report on the Fourth Capital Resources Review (CRR4) for the period
2011-2015 (the CRR4 Period), which review was carried out in accordance with Article 5(3) of the Agreement Estab
lishing the Bank (the Agreement);
Having considered such Report and fully endorsing its findings and recommendations, including its strategic objectives,
the proposed EUR 9 billion annual business volume envelope for 2011 and 2012 decreasing to EUR 8,5 billion for the
remainder of the CRR4 Period, and capital requirements analysis;
Having concluded that it is desirable and appropriate to increase the authorised capital stock by EUR 9 billion of callable
shares and to issue such shares, on terms that anticipate their redemption and the cancellation of the shares redeemed, to
all members wishing to subscribe for them pro rata to their existing shareholding;
Agreeing with the observation in the Report that, having regard to the need of the Bank to preserve sufficient capital to
support the projected operational activity over the next five years, it is envisaged that over such period any and all income
of any year will be allocated to surplus, with the exception of potential allocations for the purpose of replenishing the
EBRD Shareholder Special Fund; and
Exercising its powers under Article 24(1) of the Agreement, including to the extent necessary its power to exercise
authority over any matter delegated or assigned to the Board of Directors under Article 24(2) of the Agreement;
RESOLVES THAT:
The authorised capital stock of the Bank be increased and the shares of capital stock so increased be made available for
subscription on the following terms and conditions:
1. Increase in Authorised Capital Stock
(a) The authorised capital stock of the Bank shall, on the Effective Date as defined in paragraph 4(a) of this Resolution,
be increased by 900 000 callable shares, each share having a par value of EUR 10 000, which shall be subject to
redemption in accordance with paragraph 3.
(b) Of the shares authorised by this Resolution, the number of whole callable shares, rounded downwards, up to, but
not in excess of, 42,857 % ( 1 ) of the shares subscribed to by each member immediately prior to the Effective Date
shall be made available for subscription by such members in accordance with paragraph 2 of this Resolution.
(c) The callable shares authorised by this Resolution which shall not have been subscribed to in accordance with
paragraph 2 of this Resolution shall be reserved for initial subscriptions by new members and for special increases
in the subscriptions of individual members, as may be determined by the Board of Governors pursuant to
paragraphs 2 and 4 of Article 5 of the Agreement Establishing the Bank.
2. Subscriptions
(a) Each member shall be entitled to subscribe, at par, a number of whole callable shares up to, but not in excess of,
42,857 % of the number of shares owned by such member immediately prior to the Effective Date. Each such
subscription shall be on the terms and conditions set forth in this Resolution.
(b) On or before 30 April 2011 or such subsequent date not later than 31 December 2011 as the Board of Directors
may determine on or before 30 April 2011, each member wishing to subscribe pursuant to this Resolution shall
deposit with the Bank the following documents in a form acceptable to the Bank:
(i) an instrument of subscription whereby the member subscribes to the number of callable shares specified in
such instrument;
( 1 ) Following the increase in paid-in capital, the Bank’s authorised capital stock will be EUR 21 billion. The EUR 9 billion increase is a
42,857 % increase in the authorised capital; therefore, each shareholder will be entitled to subscribe to up to 42,857 % of their current
shareholding at the time the increase is approved in order to maintain the shareholding composition.

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L 313/4
EN
Official Journal of the European Union
26.11.2011
(ii) a representation that the member has duly taken all legislative and other internal action necessary to enable it
to make such subscription; and
(iii) an undertaking that the member will furnish such information as the Bank may request concerning such
action.
(c) Each instrument of subscription shall become effective and the subscription thereunder shall be deemed to have
been made on the Effective Date, or on the date on which the Bank notifies the subscribing member that the
documents deposited by such member pursuant to paragraph 2(b) of this Resolution are satisfactory to the Bank,
whichever is the later.
(d) If documents satisfactory to the Bank providing for subscriptions in the aggregate amount of shares specified in
paragraph 4(a) of this Resolution shall not have been deposited by the Effective Date, then the Board of Directors
may, at its option, declare that the instruments of subscription already deposited by members and the
subscriptions thereunder shall become effective immediately notwithstanding any other provision in this
Resolution, provided that such action is considered by the Board of Directors to be in the best operational
interests of the Bank, and provided further that the aggregate of instruments of subscription already deposited
and expected to be deposited in the foreseeable future is, in the judgement of the Board of Directors, sufficiently
close to the aggregate amount of shares specified in the said paragraph 4(a).
3. Redemption
(a) The callable shares authorised by this Resolution shall be redeemed by, and at no cost to, the Bank after the end of
the CRR4 Period, subject to and as further provided for in the following provisions of this paragraph 3.
(b) Subject to the remaining provisions of this paragraph 3, all or some of the callable shares shall be redeemed on the
day immediately following the 2016 Annual Meeting with the number of the shares to be redeemed being
calculated by applying an agreed formula (the Agreed Formula) based on the unutilised callable capital, if any,
at the end of the CRR4 period relative to a statutory capital utilisation threshold of 87 % at the end of the CRR4
Period. For calculation purposes, such unutilised callable capital, if any, shall be equal to an amount which is the
lesser of EUR 9 000 000 000 and ((87 % of A) – B), where:
(i) A is the aggregate amount of the Bank’s unimpaired subscribed capital, reserves and surpluses at the end of the
CRR4 Period; and
(ii) B is the aggregate amount of the Bank’s operating assets at the end of the CRR4 Period.
The number of shares, if any, to be redeemed pursuant to the Agreed Formula shall be equal to that amount
divided by the par value of the shares (EUR 10 000). ( 1 )
(c) Any redemption of shares made in accordance with this Resolution shall be subject to the condition that,
following any redemption, all relevant provisions of the Agreement continue to be complied with (e.g. the
ratios prescribed in Article 12 are met; no callable shares have been called to meet the Bank’s liabilities
(Article 6(4) and Article 17 of the Agreement); and no decision to terminate the operations of the Bank has
been made (Article 41 and Article 42(2) of the Agreement).
(d) In the period immediately leading up to the 2015 Annual Meeting:
(i) on the basis of known data in relation to 2011-14 as well as reasonable projections for 2015, the Bank’s
Management shall prepare an assessment of the Bank’s financial position, and economic conditions expected
to prevail up to the end of the CRR4 period, including in particular developments in economic output,
investment, domestic banking systems and international capital markets, and shall thereafter hold appropriate
consultations with the Board of Directors;
(ii) the President shall submit to the Board of Directors a draft report to the Board of Governors along with two
draft resolutions as described below;
(iii) the first resolution shall identify the number of callable shares to be redeemed and be as follows: (x) if there is
no unutilised callable capital applying the Agreed Formula, the resolution shall be a resolution to take note
that, applying the Agreed Formula, no shares shall be redeemed; (y) if there is unutilised callable capital
applying the Agreed Formula and the assessment of the Bank’s financial position and the prevailing economic
conditions is such that the Agreed Formula can be applied without adjustment, the resolution shall be a
resolution to take note that a specified number of shares, being the maximum number of shares that may
( 1 ) According to the Agreed Formula, the amount of unutilised callable capital would be zero if the Bank’s operating assets are equal to or
in excess of 87 % of the unimpaired subscribed capital, reserves and surpluses.

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EN
26.11.2011 Official
Journal
of
the
European
Union
L
313/5
be redeemed applying the Agreed Formula, shall be redeemed; or (z) if there is unutilised callable capital
applying the Agreed Formula and the assessment of the Bank’s financial position and the prevailing economic
conditions is such that the Agreed Formula should not be applied, the resolution shall be a resolution to
redeem a number of shares, which shall, be less than the maximum number of callable shares that may be
redeemed applying the Agreed Formula and may be zero;
(iv) the second resolution shall provide for a process for the redemption of the callable shares that have not been
redeemed in accordance with paragraph 3(e) or (f) after the end of the CRR4 Period;
(v) notwithstanding any provision of the Rules of Procedure of the Board of Governors, and without prejudice to
the powers of the Board of Governors pursuant to Article 24 of the Agreement, the matter concerning the
redemption of the callable shares shall be included as an item in the agenda of the 2015 Annual Meeting of
the Board of Governors, the report shall be submitted for consideration and the resolutions for approval by
the Board of Governors.
(e) At the 2015 Annual Meeting, the Board of Governors shall decide on the first resolution by a majority of the total
voting power of the members voting, provided that if such first resolution is not approved by such majority, the
number of callable shares to be redeemed, if any, shall be the maximum number of shares that may be redeemed
applying the Agreed Formula, subject in all cases to the provisions of paragraph 3(f) below.
(f) If the Bank’s actual financial position and the then prevailing economic conditions at the end of CRR4 Period are
materially different from those expected on the basis the projections previously provided to the Board of Directors
in 2015 by the Bank’s Management, a new resolution shall be submitted promptly to the Board of Governors,
following a similar process, for approval by the same majority at or before the 2016 Annual Meeting.
(g) Upon the decision to redeem a specified number of callable shares becoming operative in accordance with
paragraph 3(e) or 3(f) above, all members who have subscribed to the callable shares authorised by this Resolution
shall surrender to the Bank part or all of their shares pro rata to their respective holdings of such shares and such
redeemed callable shares shall be cancelled automatically and as of the date of the redemption, with the authorised
capital of the Bank being reduced correspondingly without the need for a further resolution of the Board of
Governors.
(h) At the 2015 Annual Meeting, the Board of Governors shall decide on the second resolution by a majority of the
total voting power of the members voting.
4. Effectiveness and Other Provisions
(a) For the purposes of this Resolution, the Effective Date shall be the date on or before 30 April 2011, or such
subsequent date not later than 31 December 2011 as may be determined by the Board of Directors, on which
documents satisfactory to the Bank have been deposited pursuant to paragraph 2(b) of this Resolution providing
for subscriptions in an aggregate amount of at least 450 000 ( 1 ) callable shares.
(b) Subject to the provisions of this Resolution, the provisions of the Agreement shall apply mutatis mutandis to the
callable shares authorised by, and to the subscriptions made under, this Resolution as if such shares were part of
the initial capital stock of the Bank and such subscriptions and payments were initial subscriptions to and
payments for such stock.
(Adopted 14 May 2010)
( 1 ) Being 50 % of the number of newly authorised callable shares.

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