INTERNATIONAL DEVELOPMENT ASSOCIATION BOARD OF GOVERNORS Resolution No. 132 Additions to Resources: Seventh Replenishment Section A. Introduction 1. WHEREAS (a) The Executive Directors of the International Development Association (the “Association”) have considered its prospective financial requirements and have concluded that additional resources should be made available to the Association for new commitments for the period extending from July 1, 1984 to June 30, 1987 in the amounts and on the basis described in the Report of the Executive Directors dated May 24, 1984 submitted to the Board of Governors; (b) The Part I members and certain Part II members of the Association believe that there is a need to increase the resources of the Association, that the amounts and conditions described in this Resolution form an appropriate basis for recommendation to legislatures, and consequently they intend to request, where necessary, their legislatures to approve these arrangements with a view to obtaining approval to commit the amounts listed in Table 1 attached hereto, it being understood that no commitment by a member can be made until such approval has, where necessary, been obtained from its legislature; and (c) In view of the resource requirements of the least developed and other poorest countries, member have recognized the desirability of obtaining additional resources which would be provided by way of additional voluntary contributions; such additional contributions would be accepted by the Association on terms to be agreed with the contributing members; 2. NOW THEREFORE the Board of Governors hereby resolves that the said Report of the Executive Directors is accepted by the Board of Governors and its conclusions adopted. Section B. Definitions 3. The Board of Governors hereby resolves that for the purposes of this Resolution the following terms have the following meanings: (a) “Association” means International Development Association; (b) “Seventh Replenishment” and “Replenishment” mean the replenishment of the Association’s resources authorized by this Resolution; (c) “Sixth Replenishment” means the replenishment of the Association’s resources authorized by Resolution No. 117 of the Board of Governors of the Association, adopted on March 26, 1980; IDA Resolution No. 132 Page 2 of 14 (d) “Special Contributions to the FY84 Account” means the resources authorized to be accepted by the Association pursuant to Section D of Resolution No. IDA 82-6 of the Executive Directors of the Association, adopted on October 26, 1982; (e) “Freely Convertible Currency” has the meaning set forth in Article II, Section 2(f) of the Articles of Agreement of the Association; (f) “Instrument of Commitment” means a formal notification by a member to the Association that such member will pay, in accordance with the terms of this Resolution, the full amount of its subscription and contribution specified in Table 1 attached hereto; (g) “Qualified Instrument of Commitment” means an instrument that contains a formal notification by a member to the Association that such member will pay, in accordance with the terms of this Resolution, a part of its subscription and contribution specified in Table 1 attached hereto without qualification but that payment of the remainder is subject to enactment of the necessary appropriations legislations. A member depositing a Qualified Instrument of Commitment undertakes to seek and exercise its best efforts to obtain appropriations for the full amount of its subscription and contribution in three equal installments by, respectively, October 31, 1984, October 31, 1985, and October 31, 1986. (h) “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 made under the Replenishment; (i)“Effective Date” means the date on which the Seventh Replenishment shall become effective accordance with the provisions of Section F hereof; (j)“Articles of Agreement” means the Articles of Agreement of the Association; (k) “Report” means the report of the Executive Directors dated May 24, 1984 referred to in paragraph 1(a) of this Resolution. Section C. Additional Resources Provided by Part I Members 4. WHEREAS (a) The resources proposed to be made available by Part I members under the Seventh Replenishment would be made available partly in the form of subscriptions carrying voting rights and partly in the form of contributions not carrying voting rights; (b) Certain Part I members have made, or intend to make, contributions to supplement the general resources available for lending by the Association by way of Special Contributions to the FY84 Account, without exercising the option provided in paragraph 13(d) (ii) (B) of Resolution No. IDA 82-6 of the Executive Directors of the Association, and at the time the arrangements for such contributions were agreed upon, it was envisaged that additional voting rights would be accorded on account of such contributions in the general voting rights adjustment under the Seventh Replenishment; IDA Resolution No. 132 Page 3 of 14 (c) The resources proposed to be made available by each Part I member by way of subscriptions pursuant to subparagraph (a) above and the subscriptions to be accorded to the Part I members referred to in subparagraph (b) above on account of their Special Contributions to the FY84 Account have been calculated in such a way as to result in the adjustment of each member’s relative share in the aggregate voting power of the Part I members (not counting votes given in respect of membership) so as to correspond to the relative share in the total amount of resources (including the Special Contributions to the FY84 Account referred to in subparagraph (b) above) which has been and is proposed to be made available by such member to the Association on the basis set forth in the Report; (d) Each Part I 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 of Agreement; 5. NOW THEREFORE the Board of Governors resolves that (a) The Association is authorized to accept additional resources from the Part I members of the Association in the amounts set forth for each such member, respectively, in the attached Table 1, such amounts being divided into amounts for subscriptions carrying voting rights and contributions not carrying voting rights as specified in Table 2 attached hereto, and to convert a part of the Special Contributions to the FY84 Account referred to in paragraph 4(b) above into subscriptions carrying voting rights as specified in Table 2 attached hereto; (b) Each such member shall, in respect of said subscriptions, have the voting rights specified for it in said Table 2 calculated on the basis set forth in the Report. All such voting rights shall be accorded as provided in Section I hereof; (c) Payment of the subscriptions and contributions referred to in paragraph 4(a) hereof shall, except as provided below, be made in three equal annual installments on or before November 30, 1984, November 30, 1985 and November 30, 1986; provided, however, that if the Replenishment shall not have become effective in accordance with Section F below by October 31, 1984, payment of such installments may be postponed until not later than 30 days after the Effective Date. Payment shall be made at the option of the member either (i) in the currency of the member if it is a Freely Convertible Currency, or (ii) with the approval of the Association, in the Freely Convertible Currency of another member. (d) The Association may agree to accept payments on dates and in amounts other than those specified in subparagraph (c) above, provided that (i) no payment of any installment, or part thereof, shall be postponed by more than one year, and (ii) 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 under the Seventh Replenishment. (e) Notwithstanding the foregoing, any member which agrees to make payment of its Seventh Replenishment subscription and contribution, or any part thereof, without exercising its right to substitute notes or similar obligations therefor may make such payment in amounts and on dates other than those specified pursuant to subparagraphs (c) and (d) above, 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 IDA Resolution No. 132 Page 4 of 14 similar obligations had been deposited instead, and the requirement specified in subparagraph (d)(ii) above shall be satisfied. (f) The rights and obligations of the Association and the members in regard to the subscriptions and contributions authorized hereunder shall be the same (except as otherwise provided in this Resolution) as those which govern the ninety percent portion of the initial subscriptions of original members payable under Article II, Section 2(d) of the Articles of Agreement by members listed in Part I of Schedule A of the Articles of Agreement, provided, however, that (i) notes or similar obligations may also be substituted, as provided in Article II, Section 2(e) of the Articles of Agreement, in respect of subscriptions and contributions of a member payable in a currency other than the currency of the member, and (ii) the proviso of Article IV, Section 1(e) and the provisions of Article IV, Section 2 of the Articles of Agreement shall not be applicable to the subscriptions and contributions. (g) If any member shall deposit an Instrument of Commitment after the date when the first installment shall be payable as provided in subparagraph (c) above, including any postponement thereof, payment of any installment, or part thereof, payable up to such date pursuant to the provisions of this Resolution by such member shall be made within 30 days after the date of such deposit. If a Qualified Instrument of Commitment shall have been deposited and thereafter a notification of an unqualified commitment for an installment or part thereof is deposited after the date when such installment or part thereof shall be payable pursuant to the provisions of this Resolution, then payment of such installment or part thereof shall be made by the member within 30 days after the date of such deposit. Section D. Additional Resources Provided by Certain Part II Members 6. WHEREAS (a) Nine Part II members (Argentina, Brazil, Colombia, Greece, Korea, Mexico, Saudi Arabia, Spain and Yugoslavia) have expressed their intention to seek legislative approval to make available to the Association Resources In Usable Form, partly in the form of subscriptions carrying voting rights and partly in the form of contributions not carrying voting rights; (b) Certain Part II members have made, or intend to make, contributions to supplement the general resources available for lending by the Association by way of Special Contributions to the FY84 Account, without exercising the option provided in paragraph 13(d) (ii) (B) of Resolution No. IDA 82-6 of the Executive Directors of the Association, and at the time the arrangements for such contributions were agreed upon, it was envisaged that additional voting rights would be accorded on account of such contributions in the general voting rights adjustment under the Seventh Replenishment; (c) With respect to the subscriptions referred to in subparagraph (a) and (b) above, the remaining Part II members have waived their right to subscribe under the provisions of Article III, Section 1(c) an amount which would enable each of them to maintain its relative voting power; 7. NOW THEREFORE the Board of Governors hereby resolves that (a) The Association is authorized to accept additional resources from the members listed in paragraph 6(a) above divided into amounts for subscriptions carrying voting rights and contributions IDA Resolution No. 132 Page 5 of 14 not carrying voting rights as specified in Table 2 attached hereto, and to convert a part of the Special Contributions to the FY84 Account referred to in paragraph 6(b) above into subscriptions carrying voting rights as specified in Table 2 attached hereto. (b) Each such member shall in respect of said subscriptions have the voting rights specified for it in said Table 2 calculated on the basis set forth in the Report. All such voting rights shall be accorded as provided in Section I hereof. (c) Payment of the subscriptions and contributions referred to in paragraph 6(a) hereof shall be made in Resources In Usable Form but otherwise shall be made on the same basis, and the rights and obligations of the Association and the member concerned with respect to such subscription and contribution shall be on the same terms and conditions, as provided in Section C of this Resolution for the subscriptions and contributions of Part I members. Section E. Part II Subscriptions; Article III, Section 1(c) 8. WHEREAS additional subscriptions are authorized for the Part I members pursuant to section C of this Resolution and, therefore, under the provisions of Article III, Section 1(c) of the Articles of Agreement, each Part II member shall be given an opportunity to subscribe, under such conditions as shall be reasonably determined by the Association, an amount which will enable it to maintain its relative voting power; 9. NOW THEREFORE the Board of Governors hereby resolves that (a) 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 the attached Table 2 calculated on the basis set forth in the Report. All such voting rights shall be accorded as provided in Section I hereof; (b) Payment of each such subscription shall be made in the currency of the subscribing member but otherwise on the same terms and conditions as those provided in Section C of this Resolution for the subscriptions of the Part I members; (c) The rights and obligations of the Association and the members in regard to such subscriptions shall be the same (except as otherwise provided in this Resolution) as those which govern the ninety percent portion of the initial subscriptions of original members payable under Article II, Section 2(d) of the Articles of Agreement by members listed in Part II of Schedule A of the Articles, provided, however, that the provisions of Article IV, Section 2 of the Articles of Agreement shall not be applicable to such subscriptions. Section F. Effectiveness 10. The Board of Governors hereby resolves that (a) Except with respect to subscriptions authorized under this Resolution on account of certain Special Contributions to the FY84 Account, none of the subscriptions and contributions authorized hereunder shall become payable unless the following condition has been satisfied: IDA Resolution No. 132 Page 6 of 14 Members, including at least 12 Part I members, whose subscriptions and contributions to the Seventh Replenishment aggregate not less than the equivalent, determined as in the attached Table 1, of $7,200 million shall have given the Association, on or before October 31, 1984 or such later date as the Executive Directors may determine, formal notification, by the deposit with the Association of an Instrument of Commitment or a Qualified Instrument of Commitment, that they will make the total Seventh Replenishment subscription and contribution authorized hereunder for each such member in accordance with the terms of this Resolution; provided, however, that for the purpose of determining whether the condition set forth in this subparagraph with respect to the aggregate amount of subscriptions and contributions to the Seventh Replenishment has been satisfied, account shall also be taken of any additional subscription and contribution authorized for any member of the Association to cover the amount remaining unallocated in the attached Table 1 and, provided further, that for the purpose of determining whether the condition set forth in this subparagraph with respect to the amount of Seventh Replenishment subscriptions and contributions has been satisfied, account shall be taken of the contributions of Portugal and Venezuela regardless of whether they have become members of the Association. (b) The Replenishment authorized by this Resolution shall become effective on the date when the condition specified in subparagraph (a) above shall have been satisfied; provided, however, that no member shall be obligated to make the Seventh Replenishment subscription and contribution, or any part thereof, authorized hereunder for such member unless it shall have notified the Association without qualification that it will do so. (c) If the condition set forth in subparagraph (a) above has not been met by March 31, 1985, the Association will request the members listed in Table 1 attached hereto to meet as soon as practicable thereafter in order to review the situation and to consider what steps might be taken to prevent a suspension in the Association’s lending operations. Section G. Advance Contributions 11. WHEREAS, in order to avoid an interruption in the Association’s ability to commit credits pending the effectiveness of the Replenishment, it is desirable to establish an advance contributions scheme pursuant to which a portion of members’ contributions would be paid whether or not the Replenishment has become effective by the date of such payment; 12. NOW THEREFORE the Board of Governors hereby resolves that: (a) Subject to the provisions of paragraph (b) below, one-third of the total amount of each member’s subscription and contribution for which a formal notification has been deposited with the Association pursuant to paragraph l0(a) hereof shall, prior to the Effective Date, be deemed to be an advance contribution and the Association is authorized to accept such advance contributions, whether or not the Seventh Replenishment shall have become effective in accordance with the provisions of Section F of this Resolution. (b) The right of each member is reserved to state in its said notification that it does not wish one-third of its subscription and contribution to be deemed an advance contribution, in which case the provisions of subparagraph (a) above shall not be applicable to the subscription and contribution of such member. IDA Resolution No. 132 Page 7 of 14 (c) The advance contributions authorized under this Resolution shall be paid on or before November 30, 1984, or, for advance contributions for which a notification is deposited after said date, within 30 days of the date of such deposit, or such later date or dates agreed upon between a member and the Association pursuant to the term of subparagraphs 5(d) and (e) of this Resolution. (d) The advance contributions authorized hereunder shall, prior to the Effective Date, be deemed to be contributions without voting rights and the same terms and conditions as those provided for contributions to the Seventh Replenishment shall be applicable to the said advance contributions, except for the provisions of Sections H and I of this Resolution and as otherwise specifically provided herein. Upon the Effective Date, payment on account of the said advance contributions shall be deemed to constitute payment towards the amount due from each of the contributing members, respectively, for their subscriptions and contributions under the Seventh Replenishment. (e) None of the advance contributions authorized by this Resolution shall become payable until the following condition shall have been satisfied, namely, members shall have given the Association formal notification pursuant to paragraph 10(a) hereof that they will make the subscription and contribution authorized hereunder for each such member in an aggregate amount of not less than the equivalent of $2,700 million, such equivalent to be determined as in Table 1 attached hereto. (f) Any member is free to notify the Association that its advance contribution shall not be subject to the condition set forth in subparagraph (e) above. Any such advance contribution shall be counted towards the satisfaction of said condition. (g) In the event the Replenishment shall not become effective in accordance with the provisions of this Resolution, members which have made advance contributions under this Section G shall be entitled to request that their advance contributions be taken into account in the next general replenishment of the Association’s resources and that voting rights be accorded on account of such advance contributions. Section H. Commitment of the Replenishment Resources 13. WHEREAS any member depositing a Qualified Instrument of Commitment is expected to obtain the necessary appropriations to enable it to pay 66 percent of the total amount of its subscription and contribution by October 31, 1985 and 100 percent of the total amount of its subscription and contribution by October 31, 1986; 14. NOW THEREFORE the Board of Governors hereby resolves that: (a) For the purpose of credit commitments by the Association, the Seventh Replenishment subscriptions and contributions authorized hereunder shall be divided into three successive tranches of one-third of the total amount of each such subscription and contribution. Subject to the provisions of subparagraph (b) below, the first tranche shall become available for credit commitments as from the Effective Date, the second tranche as from November 1, 1985 or the Effective Date, whichever is later, and the third tranche as from November 1, 1986 or the Effective Date, whichever is later. (b) A subscription and contribution notified under a Qualified Instrument of Commitment shall become available for commitment as and to the extent that it has become unqualified. In the event IDA Resolution No. 132 Page 8 of 14 the amount notified under a Qualified Instrument of Commitment of a member whose subscription and contribution to the Replenishment represents more than 20% of the total amount of the Replenishment should not have become unqualified to the extent of 66% and 100% of the total amount of that member’s subscription and contribution by, respectively, October 31, 1985 and October 31, 1986, the Association shall inform the other contributors listed in Table 1 attached hereto of such shortfall. In such case, to the extent no authorization was provided pursuant to subparagraph (e) below, each such contributor may advise the Association that the amount of the second or third tranche, whichever is applicable, of its subscription and contribution available for commitment purposes shall be reduced in such manner that the aggregate amount of its subscription and contribution available for commitment shall as a percentage of its total subscription and contribution be equivalent to the percentage of the amount that is committed without qualification under the said Qualified Instrument of Commitment to the total subscription and contribution of the member which deposited said Qualified Instrument of Commitment. (c) If, in the judgment of the President of the Association, such shortfall in the unqualified commitments of a member whose subscription and contribution represents more than 20% of the total amount of the Replenishment is of such magnitude as to give rise to a substantial likelihood that the total amount of such member’s subscription and contribution could not be committed without qualification by June 30, 1987 or if the Association, because of the provisions of subparagraph (b) above, is or may shortly be precluded from entering into new unqualified credits, the Association will request the contributors listed in Table 1 attached hereto to meet as soon as practicable thereafter in order to review the situation. (d) The foregoing provisions of this paragraph shall not preclude the Association from entering into qualified credits, qualified in a manner whereby such credits would become effective and binding on the Association to finance disbursements thereunder only as and when the Association has received sufficient unqualified commitments to permit new credit commitments under subparagraphs (a) and (b) above. (e) Notwithstanding any of the foregoing provisions of this paragraph 14, any member which has deposited an Instrument of Commitment may authorize the Association to use the second and third tranches of its subscription and contribution (or any part thereof) for commitment purposes prior to the dates specified in subparagraph (a) above. Section I. Voting Rights 15. The Board of Governors hereby resolves that: (a) Except as provided in subparagraph (b) below, voting rights in respect of the subscriptions authorized under this Resolution shall be accorded as follows: (i) As of November 30, 1984 (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 5(c) of this Resolution, such rescheduled date), November 30, 1985 and November 30, 1986 (or the rescheduled dates in respect thereof), respectively, each member which has deposited an Instrument of Commitment or a Qualified Instrument of Commitment shall be given, subject to the provisions of subparagraphs (ii) and (iii) below, one third of the subscription votes provided for it in IDA Resolution No. 132 Page 9 of 14 the attached Table 2. Any member which deposits such instrument after any of said dates shall be given, as of the date of such deposit and subject to the provisions of subparagraphs (ii) and (iii) below, the subscription votes to which it would have been entitled pursuant to the foregoing, if it had deposited such instrument prior to the first of said dates. (ii) Any member which has deposited a Qualified Instrument of Commitment shall only be given subscription votes as provided in the foregoing subparagraph to the extent of payments made in respect of its subscription (and of the contribution, if any, relating thereto). (iii) If any member which has deposited an Instrument of Commitment fails to make any payment on account of its subscription (and of the contribution, if any, relating thereto) as and when due in accordance with the arrangements set forth or referred to in subparagraphs (c), (d), and (e) of paragraph 5, paragraph 7(c) and paragraph 9(b) hereof, the number of subscription votes given from time to time to such member pursuant to subparagraph (i) above shall be reduced in proportion to such shortfall in payments. (iv) Any member whose subscription votes have been adjusted pursuant to subparagraph (ii) or (iii) above shall be given the votes so affected as and to the extent that the shortfall in payments causing such adjustment is made up. (v) Each member shall be entitled to the additional membership votes in respect of its subscription authorized hereunder as of the date subscription votes are first given to such member in accordance with the foregoing provisions. (b) Voting rights in respect of the subscriptions authorized hereunder on account of Special Contributions to the FY84 Account shall be accorded as follows: (i) Each member which has deposited a notification in accordance with the provisions of Resolution No. IDA 82-6 for a Special Contribution to the FY84 Account, and which has not notified or advised the Association that it wishes to exercise the option provided in paragraph 13(d) (ii) (B) of said resolution, shall be given the subscription votes provided for it in the attached Table 2 (column (E-4) for Part I members, column (F-5) for Part II members) as of the date subscription votes are first given to such member in accordance with subparagraph (a) above. (ii) If any such member fails to make any payment on account of such Special Contribution as and when due in accordance with the arrangements set forth in paragraph 5 of Resolution No. IDA 82-6, the number of subscription votes given to such member shall be reduced in proportion to the shortfall in payments. (iii) Any members whose subscription votes have been adjusted pursuant to subparagraph (ii) above shall be given the votes so affected as and to the extent that the shortfall in payments causing such adjustment is made up. (Adopted on August 6, 1984) IDA Resolution No. 132 Page 10 of 14 IDA Resolution No. 132 Page 11 of 14 IDA Resolution No. 132 Page 12 of 14 IDA Resolution No. 132 Page 13 of 14 IDA Resolution No. 132 Page 14 of 14