Information on Subscription for the. Fifth General Capital Increase

Information on Subscription for the Fifth General Capital Increase May 2009

Information on Subscription for the Fifth General Capital Increase May 2009

2009 Asian Development Bank In this publication, $ refers to U.S. dollars. May 2009

CONTENTS Page INTRODUCTION 4 NOTICE OF INTENTION TO SUBSCRIBE 4 ADDITIONAL SHARES TO BE SUBSCRIBED 4 SUBSCRIPTION DATE 5 SUBSCRIPTION DOCUMENTS 5 EFFECTIVENESS OF SUBSCRIPTIONS 5 PROCEDURES FOR SUBSCRIPTION PAYMENT 6 AMOUNT OF SUBSCRIPTION PAYMENT 7 Discount for PREPAYMENTS 8 APPLICABILITY OF ARTICLES OF AGREEMENT 8 Annex A: Resolution No. 336 9 Annex B: Share Entitlement of Members 14 Annex C: Suggested Form of Instrument of Subscription, Representation, and Undertaking 16 Annex D: Additional Information on Procedures for Payment of Subscriptions for Paid-In Shares 17 3

INFORMATION ON SUBSCRIPTIONS FOR THE FIFTH GENERAL CAPITAL INCREASE Fifth General Capital Increase 2009 Introduction 1. On 29 April 2009, the Board of Governors of the Asian Development Bank (ADB) adopted Resolution No. 336 (the Resolution) which provides for a fifth general increase in ADB s authorized capital stock and subscriptions for such increase by ADB s members. The text of the Resolution appears in Annex A. 2. The purpose of this booklet is to inform ADB s members of the steps to be taken in subscribing to additional shares as provided for in the Resolution. Notice of Intention to Subscribe 3. It is suggested that members wishing to subscribe for the fifth general capital increase advise The Secretary of ADB as soon as possible of their intention to subscribe for the additional shares and of the likely timing of such subscription. Such advice would be for the advance information of ADB. Additional Shares to be Subscribed 4. Each member of ADB is entitled, under the Resolution, to subscribe for that number of additional shares equivalent to 200% of its allocated shares immediately prior to the Effective Date of the Resolution (29 April 2009, on which the Resolution was adopted by the Board of Governors). The total number of additional shares for which each member is thus entitled to subscribe is set out in the first column of Annex B. 5. It is a condition of subscription that 4% (as near as may be) of each subscription for the fifth general capital increase must be paid-in 4

shares, with the balance being callable shares. The number of paid-in and callable shares for which each member is entitled to subscribe is indicated, respectively, in the second and third columns of Annex B. A member may subscribe for all of, or at its option, only part of, its full share entitlement under the Resolution, but in all cases the requirement of 4% paid-in shares must be observed. Subscription Date 6. Each member may subscribe for additional shares pursuant to the Resolution at any time up to 31 December 2010 (or such later date as the Board of Directors may determine under paragraph 2[b] of the Resolution). However, in view of ADB s urgent need for additional subscribed capital, members are urged to subscribe for their shares under the Resolution as soon as possible. Subscription Documents 7. Each member subscribing for additional shares under the fifth general capital increase must furnish ADB with the following: (a) an instrument of subscription whereby the member subscribes for the number of paid-in and callable shares specified in such instrument, (b) a representation that the member has duly taken all legislative and other internal action to enable it to make such subscription, and (c) an undertaking that the member will furnish such information as ADB may request concerning such action. 8. A suggested form of instrument of subscription, representation, and undertaking is in Annex C. The instrument, to be acceptable, must indicate that the member subscribes for paid-in and callable shares on the terms and conditions set forth in the Resolution. It is not essential that the representation and undertaking be included in the same document as the subscription. A subscription will not, however, be considered complete for the purposes of the Resolution unless and until the instrument of subscription, the representation, and undertaking, all in an acceptable form, have been received by ADB. ADB will further need to be satisfied that the person executing the documents on behalf of the member is duly authorized to do so. It would therefore be desirable for a letter of credence or other appropriate evidence of authority to be furnished together with the documents. Effectiveness of Subscription 9. Each instrument of subscription will become effective on the date on which ADB notifies the subscribing member that the subscription 5

documents deposited by such member are satisfactory to ADB. From the date its instrument of subscription becomes effective, the shareholding of the subscribing member will increase by the number of shares specified in the instrument, and its voting rights will be determined accordingly, pursuant to Article 33, paragraph 1, of the Articles of Agreement of ADB. Procedures for Subscription Payment 10. Except as otherwise determined by the Board of Directors, payment for paid-in shares is to be made in five equal annual installments, provided that Fifth General Capital Increase 2009 (a) as determined by the subscribing member, the first installment shall be paid on any of the payment dates of 01 April 2010 or 01 July 2010 or 01 October 2010 or 01 January 2011 or 01 April 2011 that either (x) falls within 90 days after the date on which the member s subscription becomes effective, or (y) immediately follows the end of such 90 day period; and the remaining installments shall be paid not later than the respective anniversaries of the first payment date; and (b) a member may, after consultation with ADB, make payments on terms more favorable to ADB than those stipulated in the foregoing provisions of this paragraph. 11. Subscribing members are required to pay 40% of each installment in a freely convertible currency. Each member whose currency is freely convertible should make such payments in its own currency. Where the subscribing member s currency is not freely convertible, such member shall select a freely convertible currency in consultation with ADB. Payments under this portion shall be deemed payable and paid under Article 6, paragraph 2(a), of the Articles of Agreement. 12. Payment of the remaining 60% of each installment is required in the subscribing member s currency. Payments under this portion shall be deemed payable and paid under Article 6, paragraph 2(b), of the Articles of Agreement. Members may substitute promissory notes or similar obligations for the 60% member currency portion of each installment. Such notes or obligations shall be nonnegotiable, non-interest-bearing, and payable to ADB at par value upon demand, provided that any such notes or obligations payable in freely convertible currencies shall, subject to the provisions of Article 24, paragraph 2(ii), of the Articles of Agreement, be encashed in five equal annual installments, with the first installment to be paid within 1 year after the date of the last installment pursuant to paragraph 10 above and 6

the remaining installments to be paid not later than the respective anniversaries of the first payment date. 13. Additional information on procedures for payment of subscriptions for paid-in shares, including procedures for note substitution pursuant to paragraph 12 above, is in Annex D. Amount of Subscription Payment 14. The subscription price per share is $10,000 in terms of United States dollars of the weight and fineness in effect on 31 January 1966 (1966 dollars), which is the unit of value for ADB s capital stock stipulated in the Articles of Agreement of ADB. However, the preexisting legal basis for translating the 1966 dollar into members currencies has ceased to exist since 1 April 1978, with the adoption of the Second Amendment of the International Monetary Fund Articles of Agreement, and no decision has yet been made on the appropriate successor to the 1966 dollar for the purpose of valuation of ADB s capital stock. 15. Pending a decision on this question and subject to adjustment when the question is resolved, payment for paid-in shares subscribed under the fifth general capital increase may be made, at the option of the subscribing member, in terms of (a) current US$12,063.50 per share, or (b) SDR10,000 per share. The option of the subscribing member to make subscription payment in terms of either US$12,063.50 per share or SDR10,000 per share may be exercised at the time of each installment payment. 16. Except as otherwise determined by the Board of Directors, conversion between different currencies or between the special drawing rights (SDR) and any currency for the purpose of making subscription payments to ADB shall be done on the basis of the exchange rate used by ADB for translation purposes in its books of account as of the date when ADB prepares the relevant billing statement to each subscribing member, such date being usually 30 days prior to the date when payment is due. The application of such conversion procedure of ADB in determining subscription payment amounts of the optional arrangements described in paragraph 15 above will be as follows: (a) Under the option to pay at US$12,063.50 per share. Conversion of this share price into any other currency will be done at the exchange rate between the US dollar and such other currency used by ADB in its books of account as of the date when ADB prepares the relevant billing statement to the subscribing member. 7

(b) Under the option to pay SDR10,000 per share. Conversion of this share price into any currency will be done at the exchange rate between the SDR and such currency used by ADB in its books of account as of the date when ADB prepares the relevant billing statement to the subscribing member. 17. At a subscribing member s request, ADB may agree with such member to fix the exchange rate to be applied between the US dollar and the freely convertible currency or between the SDR and the freely convertible currency with respect to any installment amount of freely convertible currencies paid under Article 6, paragraph 2(a), of the Articles of Agreement. The exchange rate may be fixed for any installment amount up to a year in advance of the date when payment is due and at a rate to be determined by ADB. ADB will give effect to the difference between the agreed exchange rate and the exchange rate at which the payment is due on the date when payment of the subsequent installment amount is due; no adjustment will be made for the final installment amount. Fifth General Capital Increase 2009 Discount for Prepayments 18. At a subscribing member s request, ADB may agree with such member to provide a suitable discount for prepayments of any installment amount of freely convertible currencies paid under Article 6 of the Articles of Agreement. Such prepayments would comprise accelerated cash payments and advance encashment of promissory notes. The member concerned must communicate its request to ADB at least 45 days prior to the payment date for the first installment as described in paragraph 10(a) above. The discount shall be determined on a case-by-case basis, taking into account, among other factors, appropriate market yield and volatility spread margin for the currency concerned. Applicability of Articles of Agreement 19. As specified in the Resolution, the Articles of Agreement of ADB will apply to the new share capital, to subscriptions therefore, and to payments in respect of such subscriptions, to the same extent as if such shares, subscriptions, and payments related to the original capital stock of ADB, with such modifications as are necessary to give effect to the express provisions of the Resolution. OFFICE OF THE SECRETARY 29 April 2009 8

Annex A RESOLUTION NO. 336 INCREASE IN AUTHORIZED CAPITAL STOCK AND SUBSCRIPTIONS THERETO WHEREAS: The Board of Directors of the Bank, having undertaken a study of the Bank s future resource requirements in accordance with Resolution No. 270 of the Board of Governors, has submitted a Report thereon to the Board of Governors; The Board of Governors, having considered such Report and its related appendices and attachments, generally endorses the conclusions embodied therein and has concluded that it is necessary to increase the authorized capital stock of the Bank; The value of the capital stock of the Bank is expressed in the Articles of Agreement of the Bank in terms of United States dollars of the weight and fineness in effect on 31 January 1966 (1966 dollars), but the preexisting legal basis for translating 1966 dollars into current United States dollars or into any other currency has ceased to exist and no decision has been made on the appropriate successor to the 1966 dollar; NOW, THEREFORE, the Board of Governors hereby RESOLVES THAT: The authorized 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 Authorized Capital Stock 1(a) The authorized capital stock of the Bank shall, on the Effective Date as defined in paragraph 4(a) of this Resolution, be increased by 7,092,622 shares, each share having a par value of $10,000 in terms of United States dollars of the weight and fineness in effect on 31 January 1966. 9

1(b) Of the shares authorized by this Resolution, the number of whole shares up to, but not in excess of, 200 percent of the shares subscribed for by each member immediately prior to the Effective Date, shall be made available for subscription by members in accordance with paragraph 2 of this Resolution. 1(c) The shares authorized by this Resolution which shall not have been subscribed for 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 1 and 3 of Article 5 of the Articles of Agreement of the Bank. 2. Subscriptions Fifth General Capital Increase 2009 2(a) Each member shall be entitled to subscribe for, at par, a number of whole shares up to, but not in excess of, 200 percent of the number of shares subscribed for by such member, immediately prior to the Effective Date. Each such subscription shall be on the terms and conditions set forth in this Resolution, and in all events shall comprise paid-in and callable shares in such proportions that 4 percent (as near as may be) of the shares subscribed for shall be whole paid-in shares and the balance shall be callable shares. 2(b) 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 for the number of paid-in and 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. Such documents shall be deposited on or before 31 December 2010 or such later date as the Board of Directors may determine. 2(c) Each instrument of subscription shall become effective and the subscription thereunder shall be deemed to have been made on the date on which the Bank notifies the subscribing member that the 10

documents deposited by such member pursuant to paragraph 2(b) of this Resolution are satisfactory to the Bank. 3. Payment for Paid-in Shares 3(a) Except as otherwise determined by the Board of Directors, payment for the paid-in shares subscribed for pursuant to this Resolution shall be made in five equal annual installments, provided that: (i) as determined by the subscribing member, the first installment shall be paid on any of the payment dates of 01 April 2010 or 01 July 2010 or 01 October 2010 or 01 January 2011 or 01 April 2011 that either (x) falls within 90 days after the date on which the member s subscription becomes effective pursuant to paragraph 2(c) of this Resolution, or (y) immediately follows the end of such 90 day period; and the remaining installments shall be paid not later than the respective anniversaries of the first payment date; and (ii) a member may, after consultation with the Bank, make payments on terms more favorable to the Bank than those stipulated in the foregoing provisions of this paragraph. 3(b) Of each installment, the subscribing members shall pay: (i) 40 percent in a freely convertible currency which, where such currency is not that of the subscribing member, shall be selected by the member in consultation with the Bank; such payment shall be deemed payable and paid under Article 6, paragraph 2(a), of the Articles of Agreement of the Bank; and (ii) 60 percent in the currency of the subscribing member; such payment shall be deemed payable and paid under Article 6, paragraph 2(b), of the Articles of Agreement of the Bank; provided that, any notes or obligations payable in freely convertible currencies and accepted by the Bank in accordance with Article 6, paragraph 3, of the Articles of Agreement of the Bank, in lieu of amounts to be paid in the currencies of members under Article 6, paragraph 2(b), shall, subject to the provisions of Article 24, paragraph 2(ii), of the Articles of Agreement of the Bank, be encashed in five equal annual installments, with the first installment to be paid within one year after the date of the last installment pursuant to paragraph 3(a) of this Resolution and the remaining installments to be paid not later than the respective anniversaries of the first payment date. 11

3(c) Pending a decision on the question of valuation of the Bank s capital stock, payment for the paid-in shares subscribed for pursuant to this Resolution shall be made, at the option of the subscribing member: (i) (ii) in terms of 12,063.50 current United States dollars per share; or in terms of 10,000 Special Drawing Rights (SDR) per share. The option of the subscribing member to make subscription payments in terms of either US$12,063.50 per share or SDR10,000 per share may be exercised at the time of each installment payment. All payments made pursuant to the foregoing provisions of this paragraph shall be subject to adjustment when the question of valuation of the Bank s capital stock is resolved. Fifth General Capital Increase 2009 3(d) Except as otherwise determined by the Board of Directors, the exchange rate to be applied between different currencies or between the SDR and any currency for the purpose of determining subscription payment amounts under this Resolution shall be the rate used by the Bank for translation purposes in its books of account as of the date on which the Bank prepares the relevant billing statement to each subscribing member, such date being usually 30 days prior to the date when payment is due. 3(e) At a subscribing member s request, the Bank may agree with such member to fix the exchange rate to be applied between the USD and the freely convertible currency or between the SDR and the freely convertible currency with respect to any installment amount of freely convertible currencies paid under Article 6, paragraph 2(a), of the Articles of Agreement of the Bank. The exchange rate may be fixed for any installment amount up to a year in advance of the date when payment is due and at a rate to be determined by the Bank. The Bank will give effect to the difference in agreed exchange rate and the exchange rate on which the payment is due on the date when payment of the subsequent installment amount is due; no adjustment will be made for the final installment amount. 3(f) At a subscribing member s request, the Bank may agree with such member to provide a suitable discount for prepayments of any installment amount of freely convertible currencies paid under Article 6 of the Articles of Agreement of the Bank. The member concerned must communicate its request to the Bank at least 45 days prior to the payment date for the first installment as described in paragraph 3(a)(i) 12

of this Resolution. The discount shall be determined on a case by case basis, taking into account, among other factors, appropriate market yield and volatility spread margin for the currency concerned. 4. Other Provisions 4(a) For the purposes of this Resolution, the Effective Date shall be the date on which this Resolution is adopted by the Board of Governors. Subject to the provisions of this Resolution, the Articles of Agreement of the Bank shall apply mutatis mutandis to the increase in shares authorized by, and to the subscriptions and payments made under, this Resolution as if such shares were part of the original capital stock of the Bank and such subscriptions and payments were initial subscriptions to and payments for such stock. 13

Annex B SHARE ENTITLEMENT OF MEMBERS (As of 29 April 2009) 1 Fifth General Capital Increase 2009 Paid-in Callable Member Total Shares Shares 2 Shares 3 A. Regional Afghanistan 2,390 96 2,294 Armenia 21,114 845 20,269 Australia 409,480 16,379 393,101 Azerbaijan 31,472 1,259 30,213 Bangladesh 72,256 2,890 69,366 Bhutan 440 18 422 Brunei Darussalam 24,924 997 23,927 Cambodia 3,500 140 3,360 China, People s Rep. of 456,000 18,240 437,760 Cook Islands 188 8 180 Fiji Islands 4,812 192 4,620 Georgia 24,162 966 23,196 Hong Kong, China 38,540 1,542 36,998 India 448,020 17,921 430,099 Indonesia 385,400 15,416 369,984 Japan 1,104,420 44,177 1,060,243 Kazakhstan 57,072 2,283 54,789 Kiribati 284 11 273 Korea, Republic of 356,492 14,260 342,232 Kyrgyz Republic 21,164 847 20,317 Lao People s Democratic Rep. 984 39 945 Malaysia 192,700 7,708 184,992 Maldives 284 11 273 Marshall Islands 188 8 180 Micronesia, Federated States of 284 11 273 Mongolia 1,064 43 1,021 Myanmar 38,540 1,542 36,998 Nauru 284 11 273 Nepal 10,404 416 9,988 New Zealand 108,680 4,347 104,333 Pakistan 154,160 6,166 147,994 Palau 228 9 219 Papua New Guinea 6,640 266 6,374 Philippines 168,608 6,744 161,864 Samoa 232 9 223 Singapore 24,080 963 23,117 Solomon Islands 472 19 453 Sri Lanka 41,040 1,642 39,398 Taipei,China 77,080 3,083 73,997 Tajikistan 20,268 811 19,457 Thailand 96,348 3,854 92,494 14

Annex B SHARE ENTITLEMENT OF MEMBER (continued) Paid-in Callable Member Total Shares Shares 2 Shares 3 A. Regional Timor-Leste 700 28 672 Tonga 284 11 273 Turkmenistan 17,916 717 17,199 Tuvalu 100 4 96 Uzbekistan 47,668 1,907 45,761 Vanuatu 472 19 453 Viet Nam 24,152 966 23,186 Subtotal (A) 4,495,990 179,841 4,316,149 B. Nonregional Austria 24,080 963 23,117 Belgium 24,080 963 23,117 Canada 370,172 14,807 355,365 Denmark 24,080 963 23,117 Finland 24,080 963 23,117 France 164,712 6,588 158,124 Germany 306,136 12,245 293,891 Ireland 24,080 963 23,117 Italy 127,900 5,116 122,784 Luxembourg 24,080 963 23,117 The Netherlands 72,588 2,904 69,684 Norway 24,080 963 23,117 Portugal 24,080 963 23,117 Spain 24,080 963 23,117 Sweden 24,080 963 23,117 Switzerland 41,300 1,652 39,648 Turkey 24,080 963 23,117 United Kingdom 144,524 5,781 138,743 United States 1,104,420 44,177 1,060,243 Subtotal (B) 2,596,632 103,863 2,492,769 Total (A + B) 7,092,622 283,704 6,808,918 NOTES TO ANNEX B 1 The proposed increase in the authorized capital stock is equivalent to 200% of allocated shares immediately prior to the effective date of the fifth general capital increase, consisting of shares actually subscribed by members. 2 The number of paid-in shares is 4% of the shares allocated for subscription. Fractions of shares of 0.50 or more are rounded to the next higher number. 3 The number of callable shares is the difference between the total number of allocated shares and the number of paid-in shares determined according to note 2 above. In the event of a member subscribing to a smaller number of shares than those allocated in this Annex, the ratio of 4 to 96 between paid-in shares and callable shares must be maintained. 15

Annex C (SUGGESTED FORM) INSTRUMENT OF SUBSCRIPTION, REPRESENTATION AND UNDERTAKING To: Asian Development Bank Manila, Philippines Fifth General Capital Increase 2009...(Member)... hereby subscribes for additional shares in the capital stock of the Asian Development Bank, consisting of paid-in shares and. callable shares, on the terms and conditions laid down in Resolution No. [ ] of the Board of Governors entitled Increase in Authorized Capital Stock and Subscriptions Thereto....(Member)... hereby represents that all legislative and other internal action necessary to enable it to make this subscription has been taken, and undertakes that such information will be furnished to ADB concerning such action as ADB may request. Executed this day of 20...(Member) By:...(Name).(Title) 16

Annex D ADDITIONAL INFORMATION ON PROCEDURES FOR PAYMENT OF SUBSCRIPTIONS FOR PAID-IN SHARES Freely Convertible Currency Option 1. A member whose currency is freely convertible should pay the freely convertible currency portion of its subscription for paid-in shares in its own currency. Cash payments should be credited to ADB Account A maintained with the depository designated by such member. 2. A member whose currency is not freely convertible should pay the freely convertible currency portion of its subscription for paid-in shares in a currency selected by it in consultation with ADB. Such a member is requested to inform the Treasurer of ADB as early as possible, and at least 2 weeks before the date on which it proposes to make the payment, of the currency in which it wishes to make such payment. The Treasurer will then advise such member of the amount, depository, and the account to which the payment is to be made. Member Currency Option 3. The member currency portion of a member s subscription for paidin shares may be paid in either cash or promissory notes. In case of cash payment, the member is requested to credit such amount to the appropriate account with the depository designated by the member. 4. In case the member chooses to pay in the form of promissory notes or other obligations in lieu of cash payment in accordance with paragraph 3(b)(ii) of the Resolution, such promissory notes or obligations should be deposited in ADB Securities Custody Account B with the depository. Procedures for note substitution are set forth in paragraphs 5 to 7 below. Note Substitution 5. Any member which desires to substitute a note(s) or other obligation(s) for the member currency portion of its subscription for paid-in shares pursuant to paragraph 3(b)(ii) of the Resolution should deliver to the Treasurer of ADB a written notification substantially in the form of the Form of Notification set forth on page 19. 17

6. Each Notification shall be executed in three copies. Two of these shall be delivered to the Treasurer at ADB s headquarters in Manila, Philippines, and one shall be delivered to the member s depository. 7. Such Notification shall be accompanied by a copy of the note(s) or other obligation(s) which the member substitutes for the required currency. The note(s) shall be substantially in the form of the Form of Note set forth on page 20. Instructions to Depositories 8. It is requested that the member issue the necessary instructions to the depository concerning payment procedures and forward to the Treasurer of ADB a copy of such instructions. Fifth General Capital Increase 2009 9. It is also requested that the depository inform the Treasurer of ADB immediately by facsimile of receipt of payments made to the appropriate ADB accounts, stating the value date of receipts and new balances in each ADB account. 18

FORM OF NOTIFICATION OF SUBSTITUTION OF NOTES FOR CAPITAL PAYMENTS The Treasurer Asian Development Bank Manila, Philippines...(Here insert name of member making notification)...hereby gives notice of its intent, pursuant to Board of Governors Resolution No. 336 of 29 April 2009 (the Resolution), to avail itself of the provisions of paragraph 3(b)(ii) of the Resolution and Article 6, paragraph 3, of the Articles of Agreement of the Asian Development Bank (ADB) by substituting for currency of the undersigned which is payable, pursuant to paragraph 3(b)(ii) of the Resolution, nonnegotiable, non-interest-bearing demand note(s)of. (Here insert name of obligor on such note)... The amount of such currency for which such note(s) is(are) to be substituted and the aggregate principal amount of such note(s) is. (Here insert amount). Such note(s) will be in denominations of. (Here insert denominations).. and are to be in the form of the specimen note attached hereto and made a part hereof. It is understood and agreed that notwithstanding the delivery of such note(s) in substitution for such currency, all rights and obligations of ADB and of the undersigned under the provisions of Article 6, paragraph 4, of the Articles of Agreement of ADB and the Resolution, in respect of the value of such currency required to be paid to ADB by the undersigned, and under the provisions of Article 25 of said Agreement, concerning the maintenance of such value, shall continue in full force and effect. It is further understood and agreed that the deposit of such note(s) shall not in any way relieve the undersigned of any obligations under said Articles in respect of the currency for which such note(s) are substituted. Very truly yours, (Here insert name of member) By: Signature and official title of person signing) Note: The notification should be signed in the name and on behalf of the member by the official or representative of the member who is authorized to sign such notification. 19

FORM OF NOTE For value received...(here insert name of member or depository which is the obligor on the note)...hereby promises to pay to ASIAN DEVELOPMENT BANK on demand, the sum of...(here insert the principal amount of the note)...without interest. Fifth General Capital Increase 2009 All or any part of the sum aforesaid shall be paid upon demand made in writing or by duly authenticated facsimile to......(here insert agency or officer to receive demand)...by credit of the amount so demanded to the account of said ASIAN DEVELOPMENT BANK with the depository designated by...(here insert name of member)...pursuant to Article 38, paragraph 2, of the Articles of Agreement of the Asian Development Bank. If payment of a part only of said sum shall be demanded and made, a notation of such part payment shall be endorsed on the reverse of this note, or a new note or notes, in substantially the same form as this note, for the sum remaining unpaid hereon shall be executed and delivered in exchange for this note. This note is executed and delivered pursuant to the provisions of Board of Governors Resolution No. 336 of 29 April 2009 of the Asian Development Bank. This note is nonnegotiable.... (Name of obligor)... (Signature and official title of person signing on behalf of obligor) 20

About the Asian Development Bank ADB s vision is an Asia and Pacific region free of poverty. Its mission is to help its developing member countries substantially reduce poverty and improve the quality of life of their people. Despite the region s many successes, it remains home to two thirds of the world s poor: 1.8 billion people who live on less than $2 a day, with 903 million struggling on less than $1.25 a day. ADB is committed to reducing poverty through inclusive economic growth, environmentally sustainable growth, and regional integration. Based in Manila, ADB is owned by 67 members, including 48 from the region. Its main instruments for helping its developing member countries are policy dialogue, loans, equity investments, guarantees, grants, and technical assistance. Asian Development Bank 6 ADB Avenue, Mandaluyong City 1550 Metro Manila, Philippines www.adb.org Publication Stock No. ARM040609 Printed in the Philippines