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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 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: 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 % 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;

(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).

(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 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 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)