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SCHEDULE B

ELECTION OF DIRECTORS

The Board of Governors shall prescribe rules for the conduct of each election of Directors, in accordance with

the following provisions.

1. Constituencies. Each Director shall represent one or more members in a constituency. The total

aggregate voting power of each constituency shall consist of the votes which the Director is entitled to cast under

paragraph 3 of Article 28.

2. Constituency Voting Power. For each election, the Board of Governors shall establish a Minimum

Percentage for constituency voting power for Directors to be elected by Governors representing regional

members (Regional Directors) and a Minimum Percentage for constituency voting power for Directors to be

elected by Governors representing non-regional members (Non-Regional Directors).

(a) The Minimum Percentage for Regional Directors shall be set as a percentage of the total votes eligible to

be cast in the election by the Governors representing regional members (Regional Governors). The initial

Minimum Percentage for Regional Directors shall be 6%.

(b) The Minimum Percentage for Non-Regional Directors shall be set as a percentage of the total votes eligible

to be cast in the election by the Governors representing non-regional members (Non-Regional Governors). The

initial Minimum Percentage for Non-Regional Directors shall be 15%.

3. Adjustment Percentage. In order to adjust voting power across constituencies when subsequent rounds

of balloting are required under paragraph 7 below, the Board of Governors shall establish, for each election, an

Adjustment Percentage for Regional Directors and an Adjustment Percentage for Non-Regional Directors. Each

Adjustment Percentage shall be higher than the corresponding Minimum Percentage.

(a) The Adjustment Percentage for Regional Directors shall be set as a percentage of the total votes eligible

to be cast in the election by the Regional Governors. The initial Adjustment Percentage for Regional Directors

shall be 15%.

(b) The Adjustment Percentage for Non-Regional Directors shall be set as a percentage of the total votes

eligible to be cast in the election by the Non-Regional Governors. The initial Adjustment Percentage for Non-

Regional Directors shall be 60%.

4. Number of Candidates. For each election, the Board of Governors shall establish the number of Regional

Directors and Non-Regional Directors to be elected, in light of its decisions on the size and composition of the

Board of Directors pursuant to paragraph 2 of Article 25.

(a) The initial number of Regional Directors shall be nine.

(b) The initial number of Non-Regional Directors shall be three.

5. Nominations. Each Governor may only nominate one person. Candidates for the office of Regional

Director shall be nominated by Regional Governors. Candidates for the office of Non-Regional Director shall be

nominated by Non-Regional Governors.

6. Voting. Each Governor may vote for one candidate, casting all of the votes to which the member appointing

him is entitled under paragraph 1 of Article 28. The election of Regional Directors shall be by ballot of Regional

Governors. The election of Non-Regional Directors shall be by ballot of Non-Regional Governors.

7. First Ballot. On the first ballot, candidates receiving the highest number of votes, up to the number of

Directors to be elected, shall be elected as Directors, provided that, to be elected, a candidate shall have received

a sufficient number of votes to reach the applicable Minimum Percentage.

(a) If the required number of Directors is not elected on the first ballot, and the number of candidates was the

same as the number of Directors to be elected, the Board of Governors shall determine the subsequent actions

to complete the election of Regional Directors or the election of Non-Regional Directors, as the case may be.