Division

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 Establishing 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: