PUBLIC  
RESOLUTION NO.259  
AMENDMENT TO ARTICLE 1 OF THE AGREEMENT ESTABLISHING THE  
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT TO ENABLE A  
LIMITED AND INCREMENTAL EXPANSION OF THE GEOGRAPHIC SCOPE OF THE  
BANK’S OPERATIONS TO SUB-SAHARAN AFRICA AND IRAQ  
THE BOARD OF GOVERNORS,  
Recalling Resolution No.248, by which the Board of Governors approved, in  
principle, a limited and incremental expansion of the geographic scope of the  
Bank’s operations to sub-Saharan Africa and Iraq;  
Emphasising the importance of sub-Saharan Africa and Iraq to achieving the  
international community’s geopolitical and development priorities, the growing  
links between many countries in sub-Saharan Africa and Iraq and current EBRD  
countries of operations, and the relevance and applicability of the Bank’s  
mandate, business model, private sector focus and competencies in sub-Saharan  
Africa and Iraq;  
Stressing that the most urgent priority of the Bank remains to support Ukraine and  
other countries of operations affected by the war on Ukraine;  
Recognising that the war on Ukraine has reinforced the parallel relevance of  
continuing to address shareholder objectives in sub-Saharan Africa and Iraq;  
Underlying that any possible limited and incremental expansion to new countries  
of operations must not: impair the Bank’s ability to support its current countries  
of operations, compromise the Bank’s triple-A rating, lead to a request for  
additional capital contributions, or deviate from the Bank’s mandate to support  
transition and its operating principles of additionality and sound banking;  
Emphasising the importance of complementarity and collaboration amongst  
development partners already active in sub-Saharan Africa and Iraq; and  
Having considered the Report of the Board of Directors to the Board of  
Governors Amendment to Article 1 of the Agreement Establishing the European  
Bank for Reconstruction and Development in order to enable the limited and  
incremental expansion of the geographic scope of the Bank’s operations to sub-  
Saharan Africa and Iraqand being in agreement with its conclusions, amongst  
others, that:  
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PUBLIC  
(i)  
The analysis of the capital and financial implications reconfirms that  
a limited and incremental expansion to Sub-Saharan Africa and Iraq will  
not in itself impair the Bank’s ability tosupport its existing countries of  
operations, compromise the Bank’s triple-A credit rating, or lead to a  
request for additional capital contributions;  
(ii)  
Such limited and incremental expansion of the geographic scope of the  
Bank’s operations to sub-Saharan Africa and Iraq should be enabled  
through an amendment of Article 1 of the Agreement Establishing the  
European Bank for Reconstruction and Development (‘the Agreement’);  
and  
(iii)  
The implementation of the expansion must be carried out in a way that  
will not dilute the focus of the Bank in supporting Ukraine and other  
countries of operations affected by the war on Ukraine.  
RESOLVES THAT:  
1. Article 1 of the Agreement shall be amended to read as follows:  
In contributing to economic progress and reconstruction, the purpose of  
the Bank shall be to foster the transition towards open market-oriented  
economies and to promote private and entrepreneurial initiative in the  
Central and Eastern European countries committed to and applying the  
principles of multiparty democracy, pluralism and market economics.  
Subject to the same conditions, the purpose of the Bank may also be  
carried out in (i) Mongolia; and in member countries of the Southern and  
Eastern Mediterranean; and (iii) a limited number of member countries of  
sub-Saharan Africa; in each case under (ii) and (iii) as determined by the  
Bank upon the affirmative vote of not less than two-thirds of the Governors,  
representing not less than three-fourths of the total voting power of the  
members. Accordingly, any reference in this Agreement and its annexes to  
“Central and Eastern European countries”, “countries from Central and  
Eastern Europe”, “recipient country (or countries)” or “recipient member  
country (or countries)” shall refer to Mongolia and each of such countries of  
the Southern and Eastern Mediterranean and sub-Saharan Africa as well.”  
a. The term sub-Saharan Africaas set out under Article 1 of the  
Agreement shall be understood to mean the sub-Saharan Africa  
region as defined by the World Bank Group.  
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PUBLIC  
b. The limitation on the number of member countries of sub-Saharan  
Africa in which the Bank may carry out its purpose as set out under  
Article 1 of the Agreement shall be understood so as to enable a  
limited and incremental expansion of the geographic scope of the  
Bank’s operations, in accordance with the measures and  
mechanisms set out in the report of Board of Directors  
Amendment of the Agreement Establishing the European Bank for  
Reconstruction and Development in order to enable the limited and  
incremental expansion of the geographic scope of the Bank’s  
operations to sub- Saharan Africa and Iraq. In this context, an  
affirmative vote of not less than three- fourths of the Governors,  
representing not less than four-fifths of the total voting power of the  
members shall be required to approve any further increment to the  
expansion.  
c. Iraq shall be incorporated into the Southern and Eastern  
Mediterranean region for the purposes of the Agreement, and  
consequently the term Southern and Eastern Mediterraneanas  
set out under Article 1 of the Agreement shall be understood to  
mean the region consisting of the countries that have a shoreline on  
the Mediterranean as well as Jordan and Iraq, which are closely  
integrated into this region.  
2. Members of the Bank shall be asked whether they accept the said  
amendment by (a) executing and depositing with the Bank an instrument  
stating that such member has accepted the said amendment in  
accordance with its law and (b) furnishing evidence, in form and  
substance satisfactory to the Bank, that the amendment has been  
accepted and the instrument of acceptance has been executed and  
deposited in accordance with the law of that member.  
3. The said amendment shall enter into force three (3) months after the date  
on which the Bank has formally confirmed toits members that the  
requirements for accepting the said amendment, as provided for in Article  
56 of the Agreement, have been met.  
(Adopted 18 May 2023)  
PUBLIC