Africa Export-Import Bank (Membership of Zimbabwe and Branch Office Agreement) Act, 2005 SECOND SCHEDULE (Section 4) BRANCH OFFICE AGREEMENT PREAMBLE The African Export-Import Bank and the Government of the Republic of Zimbabwe; CONSIDERING the Agreement for the establishment of the African Export-Import Bank (hereinafter called the "Bank") concluded on May 8, 1993, among certain African States and International Organisations (hereinafter referred to as the "Bank Agreement"); HAVING REGARD TO the Charter of the Bank; RECALLING the decision of the first General Meeting of Shareholders of the Bank held in Abuja, Federal Republic of Nigeria from October 27 to October 28, 1993, to locate the first Branch Office of the Bank in Harare, the Republic of Zimbabwe, at a date to be determined by the Board of Directors; CONSIDERING that the Board of Directors, at its tenth meeting held on July 20, 1995, decided to open the Branch Office in Harare on July 1, 1996; DESIROUS of settling by the present Agreement all matters relating to the establishment and functioning of the said Branch Office (hereinafter referred to as "the Harare Branch") of the African Export-Import Bank and to supplement in this respect the relevant provisions of the Bank Agreement; HAVE AGREED as follows: PART I Definitions Article I In this Agreement, unless the context otherwise provides, requires or permits, the following terms shall have the meanings ascribed thereto below: (a) "Appropriate Authorities of the Republic of Zimbabwe", means national, municipal or other governmental authorities in Zimbabwe as may be appropriate in the context of and in accordance with the laws of the Republic of Zimbabwe; (b) "Directors and Alternate Directors" means respectively the Directors and alternate Directors for the time being of the Bank; (c) "Government" means the Government of the Republic of Zimbabwe; (d) "Harare Branch" means any land, building, structures and facilities which may be defined as being part of the Harare Branch by a supplementary agreement or exchange of letters between the Bank and the Government; (e) "Laws of Zimbabwe" includes the Constitution of the Republic of Zimbabwe, and legislative acts, decrees, regulations and orders issued by, or under authority of, the Government or any appropriate authority in the Republic of Zimbabwe; (f) "Officials of the Bank", unless the context of this Agreement provides otherwise, includes all officers, officials, employees and other staff members who have been designated Professional Staff in the Staff Rules and Regulations of the Bank; -6-