INTERNATIONAL DEVELOPMENT ASSOCIATION BOARD OF GOVERNORS Resolution No. 142 Additions to Resources: Eighth Replenishment WHEREAS: (A) The Executive Directors of the International Development Association (the “Association”) have considered the prospective financial requirements of the Association and have concluded that additional resources should be made available to the Association for new credit commitments for the period from July 1, 1987 to June 30, 1990 in the amounts and on the basis set out in the Report of the Executive Directors approved on February 24, 1987 and submitted to the Board of Governors; (B) The members of the Association consider that an increase in the resources of the Association is required and intend to request their legislatures, where necessary, to authorize and approve the allocation of additional resources to the Association, in the amounts and on the conditions set out in this Resolution; (C) The resources proposed to be made available by contributing members as part of the replenishment authorized by this Resolution (“the Eighth Replenishment”) would be made available pursuant to the Articles of Agreement of the Association (“the Articles”) partly in the form of subscriptions carrying voting rights and partly in the form of contributions not carrying voting rights; (D) Each member of the Association has agreed to the foregoing arrangements to the extent that such arrangements require its agreement under Article III, Section 1(c) of the Articles; (E) Additional subscriptions are authorized for contributing members in this Resolution, and Part II members of the Association are entitled to exercise their rights pursuant to Article III, Section 1(c) of the Articles to make subscriptions in order to maintain their relative voting power; (F) It is desirable to establish an advance contribution scheme pursuant to which a portion of resources to be contributed by members would be paid to the Association, irrespective of whether the Eighth Replenishment becomes effective as provided in this Resolution; and (G) To assist the least developed and poorest members of the Association with their resource requirements, members have recognized the desirability of obtaining resources additional to those provided under the Eighth Replenishment which would be received as supplementary contributions and accepted by the Association on terms to be agreed with each member making such supplementary contribution. IDA Resolution No. 142 Page 2 of 13 NOW THEREFORE THE BOARD OF GOVERNORS RESOLVES THAT: SECTION A: Definitions 1. For the purposes of this Resolution, the following terms have the following meanings: (a) “Association” means the International Development Association; (b) “Articles” means the Articles of the Association; (c) “member” means a member of the Association; (d) “Eighth Replenishment,” “Replenishment” and “IDA8” mean the replenishment of the Association’s resources authorized by this Resolution; (e) “Table 1” and “Table 2” refer to Tables 1 and 2 respectively set out in Annex A to this Resolution; (f) “freely convertible currency” has the meaning assigned thereto in Article II, Section 2(f) of the Articles; (g) “resources in usable form” means resources provided (i) in freely convertible currency or (ii) in a member’s currency, if available for financing procurement in the territory of such member, and if there is a reasonable expectation that such resources will be fully used for procurement in such territory during the disbursement period for credits committed under this Replenishment; (h) “Instrument of Commitment” means a notification by a member to the Association substantially in the form set out in Annex B to this Resolution that such member agrees to pay to the Association, in accordance with the terms of this Resolution, the full amount of its subscription and contribution specified in Tables 1 and 2; (i) “Qualified Instrument of Commitment” means a notification by a member to the Association that such member agrees to pay to the Association, in accordance with the terms of this Resolution, a part of its subscription and contribution specified in Table 1 without qualification, but that payment of the remainder is subject to enactment by its legislature of the necessary budgetary and appropriations legislation, or such other conditions as shall be agreed between the member and the Association. (j) “contributing member” means a Part I or Part II member of the Association listed in Table l which has agreed to make available to the Association the additional resources specified in Table l by depositing with the Association an Instrument of Commitment or a Qualified Instrument of Commitment in accordance with the provisions of this Resolution; (k) “authorized subscription and contribution” means the subscription and contribution authorized for each contributing member under paragraph 3 of this Resolution; (l) “authorized advance contribution” means the advance contribution authorized for each contributing member under paragraph 16 of this Resolution; IDA Resolution No. 142 Page 3 of 13 (m) “Effective Date” means the date on which the Eighth Replenishment shall become effective in accordance with the provisions of Section E of this Resolution; (n) “Report” means the report of the Executive Directors of the Association approved on February 24, 1987 referred to in paragraph (A) of the Preamble to this Resolution: SECTION B: Adoption of the Report 2. The Report is accepted by the Board of Governors and its conclusions and recommendations adopted. SECTION C: Provision and Payment of Additional Resources of Contributing Members 3. The Association is authorized to accept additional resources from contributing members in the amounts set forth for each such member in Table 1, such amounts being divided into subscriptions carrying voting rights and contributions not carrying voting rights as specified in Table 2. 4. Each contributing member shall, in respect of the subscription authorized for it in this Resolution, be allocated the voting rights specified for it in Table 2 calculated on the basis set forth in the Report; such voting rights shall be allocated to such member in accordance with the provisions of Section H of this Resolution. 5. (a) Each contributing member shall notify the Association that it agrees to pay the authorized subscription and contribution by depositing with the Association an Instrument of Commitment or a Qualified Instrument of Commitment as the case may be. (b) A contributing member depositing a Qualified Instrument of Commitment undertakes to seek and exercise its best efforts to obtain legislative authorization and budgetary approval for the full amount of its authorized subscription and contribution in three equal installments by October 31, 1987, October 31, 1988, and October 31, 1989, respectively. (c) No contributing member shall be required to make the authorized subscription and contribution, or any part thereof, unless it shall have notified the Association without qualification that it will do so. 6. Except as otherwise provided in this Section, each contributing member shall pay to the Association the amount of the authorized subscription and contribution in three equal annual installments by November 30, 1987, November 30, 1988, and November 30, 1989; provided that if the Replenishment shall not have become effective in accordance with Section E of this Resolution by October 31, 1987, payment of such installments may be postponed for not more than 30 days after the Effective Date. 7. The rights and obligations of the Association and the contributing members in respect of the authorized subscriptions and contributions shall be the same (except as otherwise provided in this Resolution) as those applicable to the ninety percent portion of the initial subscriptions of original members payable under Article II, Section 2(d) of the Articles by members listed in Part I of Schedule A of the Articles; provided that: (a) notes or similar obligations may also be substituted, as provided in Article II, Section 2(e) of the Articles, in respect of the authorized subscriptions and contributions of a contributing member payable in a currency other than the currency of that member; and IDA Resolution No. 142 Page 4 of 13 (b) the proviso of Article IV, Section 1(e) and the provisions of Article IV, Section 2 of the Articles shall not be applicable to the authorized subscriptions and contributions. 8. The Association may agree to accept payment of installments of the authorized subscription and contribution from a contributing member on dates and in amounts other than those specified in paragraph 6 of this Resolution, provided that: (a) no payment of any installment, or part thereof, shall be postponed by more than one year; (b) each payment, together with any unused balance of previous payments by that member, shall at least be equal to the amount estimated by the Association to be required from that member, up to the due date of the next installment, for purposes of disbursements on account of credits committed under the Eighth Replenishment. 9. Notwithstanding the foregoing, any contributing member which agrees to make payment of its authorized subscription and contribution, or any part thereof, without exercising its right to substitute notes or similar obligations therefor may make such payment in cash in amounts and on dates other than those specified in paragraphs 6 and 8 of this Resolution, provided that, in the judgment of the Association, the terms of such payment shall be no less favorable to the Association than if notes or similar obligations had been deposited in lieu thereof, and the requirement specified in paragraph 8(b) of this Resolution shall be satisfied. 10. Payment of installments of the authorized subscription and contribution may be made: (a) by a Part I contributing member either in the currency of such member if it is a freely convertible currency or, with the approval of the Association, in the freely convertible currency of another member; or (b) by a Part II contributing member as resources in usable form. 11. If any contributing member shall deposit an Instrument of Commitment with the Association after the date when the first installment of the authorized subscription and contribution shall be payable as provided in paragraph 6 of this Resolution, including any postponement thereof, payment of any installment, or part thereof, due under the provisions of this Resolution shall be made by such member to the Association within 30 days after the date of such deposit; provided that where a contributing member has deposited a Qualified Instrument of Commitment and thereafter notifies the Association that an installment, or part thereof, is unqualified after the date when it was due under the provisions of this paragraph, then payment of such installment, or part thereof, shall be made by such member within 30 days after the date of such deposit. SECTION D: Part II Subscriptions 12. Pursuant to Article III, Section 1(c) of the Articles, the Association is authorized to accept additional subscriptions from the Part II members of the Association in the amounts and carrying the voting rights specified for each such member in Table 2 and calculated on the basis set forth in the Report; such voting rights shall be allocated to such members in accordance with the provisions of Section H of this Resolution. IDA Resolution No. 142 Page 5 of 13 13. Payment of each such subscription shall be made in the currency of the subscribing member, but otherwise the terms and conditions set out in Section C of this Resolution for the subscriptions of contributing members apply to such subscription and the payment thereof; provided that the provisions of Article IV, Section 2 of the Articles shall not be applicable to such subscriptions. SECTION E: Effectiveness 14. The Eighth Replenishment shall become effective and the authorized subscriptions and contributions shall become payable to the Association on the date when contributing members, including at least 12 Part I contributing members whose authorized subscriptions and contributions aggregate not less than United States Dollars 9,200 million equivalent, shall each have deposited with the Association by October 31, 1987, or such later date as the Executive Directors of the Association may determine, an Instrument of Commitment or a Qualified Instrument of Commitment in accordance with paragraph 5(a) of this Resolution; provided that for the purpose of determining whether the condition of effectiveness set forth in this paragraph has been satisfied, account shall also be taken of any additional resources accepted by the Association to cover the amount, specified in Table 1, remaining unallocated. 15. If the condition set forth in paragraph 14 of this Resolution has not been satisfied by March 31, 1988, the Association shall convene a meeting of the contributing members as soon as practicable thereafter to review the situation and to consider the steps to be taken to prevent a suspension of the Association’s lending operations. SECTION F: Advance Contributions 16. In order to avoid an interruption in the Association’s ability to commit credits pending the effectiveness of the Replenishment and, subject to the provisions of paragraph 17 of this Resolution, one-third of the total amount of each contributing member’s authorized subscription and contribution notified to the Association pursuant to paragraph 5 (a) of this Resolution shall, prior to the Effective Date, be deemed to be an advance contribution and the Association is authorized to accept such advance contribution, irrespective of whether the Eighth Replenishment shall have become effective in accordance with the provisions of Section E of this Resolution. 17. Each contributing member may stipulate in such notification that one-third of its authorized subscription and contribution, or any part thereof, not be deemed to be an advance contribution, in which case the provisions of paragraph 16 of this Resolution shall not, or only in part, be applicable to such authorized subscription and contribution. 18. The authorized advance contributions shall be paid to the Association by November 30, 1987 or, for advance contributions in respect of which the Association is notified pursuant to paragraph 5(a) of this Resolution after such date, within 30 days of the date of such notification, or such later date or dates agreed between a contributing member and the Association pursuant to the terms of paragraphs 8 and 9 of this Resolution. 19. The authorized advance contributions shall, prior to the Effective Date, be deemed to be contributions without voting rights and the same terms and conditions applicable to contributions to the Eighth Replenishment shall be applicable to such advance contributions, except for the provisions of Sections G and H of this Resolution, and as otherwise specifically provided in this Section. IDA Resolution No. 142 Page 6 of 13 20. On the Effective Date, payment to the Association of the authorized advance contributions shall be deemed to constitute payment towards the amount due from each contributing member for its authorized subscription and contribution. 21. The authorized advance contributions shall not become payable to the Association until the Association shall have received notification from contributing members pursuant to paragraph 5(a) of this Resolution representing authorized subscriptions and contributions in an aggregate amount of not less than United States Dollars 2,300 million equivalent. 22. A contributing member may notify the Association that its authorized advance contribution shall not be subject to the condition set forth in paragraph 21 of this Resolution; nevertheless, any such advance contribution shall be counted towards the satisfaction of such condition. 23. In the event that the Replenishment shall not become effective in accordance with Section E of this Resolution, a contributing member which has made its authorized advance contribution shall be entitled to request that such advance contribution be taken into account in the next general replenishment of the Association’s resources and that voting rights be allocated to such member on account of such advance contribution. SECTION G: Commitment of the Replenishment Resources 24. For the purpose of commitment by the Association of credits to eligible borrowers, the authorized subscriptions and contributions shall be divided into three successive tranches of one- third of the total amount of each such subscription and contribution: the first tranche shall become available to the Association for commitment for credits from the Effective Date; the second tranche from November 1, 1988 or the Effective Date, whichever is later; and the third tranche from November 1, 1989 or the Effective Date, whichever is later; provided that an authorized subscription and contribution notified under a Qualified Instrument of Commitment shall become available for commitment by the Association for credits when it has become unqualified. 25. In the event that a contributing member which has deposited a Qualified Instrument of Commitment, and whose authorized subscription and contribution represents more than 20 per cent of the total amount of the Replenishment resources (“the first mentioned contributing member”) has not become unqualified to the extent of 66 percent and 100 percent of the total amount of the authorized subscription and contribution of said member by October 31, 1988 and October 31, 1989, respectively, the Association shall promptly inform the other contributing members of such shortfall. 26. In the event of a shortfall as referred to in paragraph 25 of this Resolution: (a) Within 30 days of the dispatch of the Association’s notice of such shortfall, unless authorization is provided under paragraph 28 of this Resolution, each of the other contributing members may notify the Association in writing that the second or third installment, whichever is applicable, of such member’s authorized subscription and contribution due for commitment by the Association shall be reduced so that this amount shall, as a percentage of its total authorized subscription and contribution, be equivalent to the percentage of the unqualified amount notified to the Association by the first mentioned contributing member to the total authorized subscription and contribution of the first mentioned contributing member. IDA Resolution No. 142 Page 7 of 13 (b) The right of a contributing member to reduce installments of its authorized subscription and contribution under subparagraph (a) of this paragraph shall be deemed waived if the Association receives no such written notice within the period specified. (c) The President of the Association shall consult with the contributing members where, in his judgment: (i) there is a substantial likelihood that the total amount of the authorized subscription and contribution of the first mentioned contributing member could not be committed to the Association without qualification by June 30, 1990; or (ii) as a result of other contributing members exercising their rights under subparagraph (a) of this paragraph, the Association is or may shortly be precluded from entering into new unconditional credit commitments. 27. The foregoing provisions of this Section shall not preclude the Association from entering into credits, conditional on such credits becoming effective and binding on the Association when the Association has received sufficient unqualified commitments from contributing members to permit new credit commitments under paragraph 24 of this Resolution. 28. Notwithstanding any of the foregoing provisions of this Section, any contributing member which has deposited an Instrument of Commitment may authorize the Association to use the second and third installments of its authorized subscription and contribution, or any part thereof, due for commitment by the Association prior to the dates specified in paragraph 24 of this Resolution. SECTION H: Voting Rights 29. Except as provided in subparagraph (b) of this paragraph, voting rights in respect of the subscriptions authorized under this Resolution shall be allocated to members as follows: (a) As of November 30, 1987 (or, if the date for payment of the first installment of such subscriptions and of the contributions relating thereto is postponed in accordance with the provisions of paragraph 6 of this Resolution, such rescheduled date), November 30, 1988 and November 30, 1989 (or the rescheduled dates in respect thereof), respectively, each member which has deposited with the Association an Instrument of Commitment or a Qualified Instrument of Commitment shall be allocated, subject to the provisions of subparagraphs (b) and (c) of this paragraph, one-third of the subscription votes specified for such member in Table 2; provided that any member which deposits such instrument after any of these dates’ shall be allocated, as of the date of such deposit and, subject to the provisions of subparagraphs (b) and (c) of this paragraph, the subscription votes to which such member would have been entitled pursuant to the foregoing, if such instrument had been deposited prior to the first of these dates. (b) Any member which has deposited a Qualified Instrument of Commitment shall be allocated subscription votes as provided in subparagraph (a) of this paragraph only to the extent of payments made in respect of its subscription (and of the contribution, if any, relating thereto). (c) If any member which has deposited an Instrument of Commitment fails to pay any amount of its subscription (and of the contribution, if any, relating thereto) when due in accordance with the arrangements set out in paragraphs 6, 8, 9, 10 and 13 of this Resolution, the number of IDA Resolution No. 142 Page 8 of 13 subscription votes allocated from time to time to such member pursuant to subparagraph (a) of this paragraph shall be reduced by the Association in proportion to the shortfall in such payments. (d) Any member whose subscription votes have been adjusted pursuant to subparagraph (c) of this paragraph shall be reallocated any such votes when the shortfall in payments causing such adjustment is subsequently made up. (e) Each member shall be allocated the additional membership votes, specified in Columns b-5 and c-3 in Table 2 in respect of its subscription on the date such member is allocated the first one-third of its subscription votes in accordance with the provisions of this Section. (Adopted on June 26, 1987) IDA Resolution No. 142 Page 9 of 13 IDA Resolution No. 142 Page 10 of 13 IDA Resolution No. 142 Page 11 of 13 IDA Resolution No. 142 Page 12 of 13 IDA Resolution No. 142 Page 13 of 13