UNIDROIT - Report General Assambly 2024 vol 2

EN GENERAL ASSEMBLY UNIDROIT 2024 84th session A.G. (84) 12

Rome, 12 December 202 4 Original: English February 2025

REPORT

(prepared by the UNIDROIT Secretariat)

Summary For the information of the Members of the General Assembly Action to be taken None Related documents None

Contents Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2023-2024 2 Item No. 2: Election of the Chair of the General Assembly 2024-2025 3 Item No. 3: Adoption of the agenda (A.G. (84) 1) 5 Item No. 4: Statement regarding the Organisation’s activity in 2024 (A.G. (84) 2) 5 Item No. 5: Report of the Chairman of the Finance Committee on its 98th session (F.C. (98) 10) 11 Item No. 6: Final modifications to the Budget and approval of the Accounts for the 2023 financial year (A.G. (84) 3) 13 Item No. 7: Adjustments to the Budget for the 2024 financial year (A.G. (84) 4) 14 Item No. 8: Arrears in contributions of Member States (A.G. (84) 5) 14 Item No. 9: Approval of the draft Budget for 2025 and observations submitted by Member States (A.G. (84) 6) 15 Item No. 10: Appointment of the members of the Administrative Tribunal (A.G. (84) 7) 16 Item No. 11: Reappointment of the Auditor (A.G. (84) 8) 17 Item No. 12: Update on the social security package applicable to UNIDROIT staff (A.G. (84) 9) 18 Item No. 13: UNIDROIT Pension Reserve Fund – Proposal for investment in the financial markets

Item No. 12: Update on the social security package applicable to UNIDROIT staff (A.G. (84) 9) 18 Item No. 13: UNIDROIT Pension Reserve Fund – Proposal for investment in the financial markets (A.G. (84) 10) 18 Item No. 14: Special contributions for the UNIDROIT centenary (A.G. (84) 11) 19 Item No. 15: Any other business 22 APPENDIX I LIST OF PARTICIPANTS Errore. Il segnalibro non è definito.

APPENDIX II ANNOTATED DRAFT AGENDA 312. UNIDROIT 2024 – A.G. (84) 12

Item No. 1: Opening of the session by the Secretary-General and the Chair of the General Assembly 2023-2024

1. The 84th session of the General Assembly of the International Institute for the Unification of Private Law (UNIDROIT) was held in hybrid format on 12 December 2024 in Rome. A list of participants is included in Appendix I.

2. The Secretary-General welcomed the participants. Noting that 2024 had been another year of very hard work and of growth for the Institute, he highlighted the importance of the two coming years in preparation and celebration of the 100th anniversary of UNIDROIT. He invited the Chair of the General Assembly 2023-2024, her Excellency Ambassador Nosipho Nausca-Jean Jezile, South Africa, to take the floor.

3. The Chair of the General Assembly 202 3-2024 welcomed the participants , opened the session, and thanked the Secretary-General, as well as the President, Maria Chiara Malaguti, the Deputy Secretary -General, Anna Veneziano, and all members of the General Assembly , for the honour of the confidence they had placed in South Africa and in herself to have served as Chair of the Assembly. She expressed her special appreciation to the Secretariat for the impressive work it had carried out over the past year and acknowledged that significant progress had been realised with

honour of the confidence they had placed in South Africa and in herself to have served as Chair of the Assembly. She expressed her special appreciation to the Secretariat for the impressive work it had carried out over the past year and acknowledged that significant progress had been realised with respect to both legislative work and promotion activities of UNIDROIT during her tenure as Chair as reflected in the statement of activities.

4. She highlighted the finalisation of the UNCITRAL/U NIDROIT Model Law on Warehouse Receipts together with its Guide to Enactment, which had been adopted by the UNIDROIT Governing Council in May 2024. She then drew the Assembly’s attention to the progress that had been made in respect of two other high-priority projects which were approaching finalisation in 2025, namely the project on Best Practices for Effective Enforcement, and the project on a Legislative Guide on Bank Insolvency, which had been drafted together with the Bank for International Settlements. With regard to the latte r, she reported that the Secretary -General had been invited to a high-level meeting in South Africa in January 2025 addressing bank insolvency, which would be an opportunity to showcase UNIDROIT’S important work in the financial sector. Furthermore, the Chair observed that several other high-priority projects had made remarkable progress in 2024, namely those on t he Legal Nature of Verified Carbon Credits , the U NIDROIT Principles of International Commercial Contracts and Investment Contracts, and the Guide to Enactment to the Model Law on Factoring. She highlighted the work on Carbon Credits in the context of the international treaty regime in relation to climate change response and in particular to encourage countries to mitigate carbon emissions. She also mentioned the progress made by the new project on Private Art Collections focusing on orphan cultural objects, with the first Working Group meeting held in 2024 and t he second one being held in parallel with the General Assembly session.

5. She remarked that the Cape Town Convention, one of U NIDROIT’s most successful international treaties, was very closely related to South Africa. Not only had it hosted the Diplomatic

in parallel with the General Assembly session.

5. She remarked that the Cape Town Convention, one of U NIDROIT’s most successful international treaties, was very closely related to South Africa. Not only had it hosted the Diplomatic Conferences of the Convention itself and the Aircraft Protocol in Cape Town in 2001, but it had also hosted the Diplomatic Conference for the adoption of the youngest of the four Protocols, the Protocol specific to Mining, Agricultural and Construction Equipment (the MAC Protocol) in Pretoria in 2019.

She recalled that the Luxembourg Rail Protocol had entered into force on 8 March 2024, providing the world with a much-needed tool to finance a development of the rail sector that would enable the reduction of carbon emissions in transport and pave the way for greening the international commerce by supporting transition of goods within the African Continental Free Trade Area and across continents by rail. She further recalled that South Africa had long acknowledged the importance of the Rail Protocol for the enormous potential it afford ed for development in Africa. As a Signatory State since the Minister of Transport signed the Rail Protocol on 22 March 2022, South Africa therefore stated its commitment to deposit the instrument of ratification with UNIDROIT.UNIDROIT 2024 – A.G. (84) 12 3.

6. The Chair informed the Assembly that the Parliament of South Africa had approved the ratification of the Luxembourg Rail Protocol, and that the Presidential Note for the Minister to deposit the instrument of ratification had already been dispatched to Rome. Given that diplomatic bag with the original instrument had not yet arrived at the Embassy, she would have the honour of depositing the instrument of ratification to the Protocol at the earliest opportunity in the New Year.

7. The Chair remarked how the Cape Town Convention system more generally had gone from strength to strength over the past year . The Republic of Paraguay had recently made history in November 2024 as the first State to deposit three instruments of ratification within the Cape Town Convention system at once, namely to the Luxemb ourg Rail Protocol, the Space Protocol and the

strength to strength over the past year . The Republic of Paraguay had recently made history in November 2024 as the first State to deposit three instruments of ratification within the Cape Town Convention system at once, namely to the Luxemb ourg Rail Protocol, the Space Protocol and the MAC Protocol to the Cape Town Convention and had become the first State ever to complete the entire Cape Town Convention system. Furthermore, t he Republic of Uganda ha d deposited its instruments of accession to both the Cape Town Convention and the Aircraft Protocol, bringing the number of Contracting States to 87 for the Convention, and 84 for the Aircraft Protocol.

8. The Chair remarked that UNIDROIT had continued to promote its other instruments and had held or had taken part in a considerable number of events during 2024. The third edition of the UNIDROIT International Programme for Law and Development had been held successfully during that summer, and had involved 18 participants, including judges, public prosecutors and legislative drafters, coming from 15 African countries . The UNIDROIT Asian Transnational Law Centre had also been established in 2024, as a new initiative under the UNIDROIT Academy, which aimed to establish a hub for Asian transnational law and strengthen connections with relevant stakeholders in Asia.

9. Finally, the Chair underscored South Africa’s strong engagement throughout the course of the Presidency of the General Assembly, noting that it would be celebrated on 13 December in a special side event to the General Assembly organised at the Institute. The UNIDROIT Secretariat and the Embassy of South Africa had invited the Ambassadors representing the Chair of the Southern African Development Community, Angola, and the Chair of the Africa Regional Group, Niger, as well as Non-Member States from Africa to the event. She hoped that they would be inspired to understand and appreciate the value of UNIDROIT, and she invited the members of the Assembly to interact with them constructively during the event. In concluding, the Chair a gain expressed her gratitude to all delegations for the honour to have served as Chair of the General Assembly during the past year and

and appreciate the value of UNIDROIT, and she invited the members of the Assembly to interact with them constructively during the event. In concluding, the Chair a gain expressed her gratitude to all delegations for the honour to have served as Chair of the General Assembly during the past year and for the support received, and she conveyed her best wishes to the incoming Chair of the Assembly.

Item No. 2: Election of the Chair of the General Assembly 2024-2025

10. The Chair of the General Assembly 2023-2024 recalled that the post of Chair of the General Assembly traditionally rotated among the four geographic regions of UNIDROIT, and that it was for the Americas group of States to nominate the new Chair for the 2024-2025 period. She then invited the Secretary-General to take the floor.

11. The Secretary-General thanked the Chair and invited Member State delegations to make their nominations for the role of Chair of the General Assembly for 202 4-2025. He explained that the proposal for the nomination of a certain Member State to the post of Chair would normally be made from the region concerned within the General Assembly , but that nominations would be accepted from any Member State.

12. The representative of Uruguay took the floor and nominated the Republic of Paraguay as Chair for the General Assembly for 2024-2025.

13. The Secretary-General welcomed the proposal of Paraguay’s nomination and remarked that it mirrored the enormous support that Paraguay had provided to UNIDROIT for a long time, including the country becoming the first State to ratify the whole Cape Town Convention system.4. UNIDROIT 2024 – A.G. (84) 12

14. The representative of Brazil congratulated South Africa on its presidency of the General Assembly 2023-2024 and supported the nomination of Paraguay as Chair for the General Assembly for 2024-2025.

15. The representative of Spain thanked the Chair of the General Assembly 2023-2024 for her work and joined the previous speaker in supporting the nomination of Paraguay.

Assembly 2023-2024 and supported the nomination of Paraguay as Chair for the General Assembly for 2024-2025.

15. The representative of Spain thanked the Chair of the General Assembly 2023-2024 for her work and joined the previous speaker in supporting the nomination of Paraguay.

16. The Chair of the General Assembly 202 3-2024 thanked the delegations and concluded that the General Assembly, by acclamation, had appointed Paraguay as the Chair of the General Assembly 2024-2025. She congratulated Paraguay and invited the representative of Paraguay to the Podium.

17. The Secretary-General asked the General Assembly to join him in thanking the Chair of the General Assembly 2023-2024 wholeheartedly, stating that her calm and experienced leadership and her country’s support for UNIDROIT had been instrumental in building the institutional improvement of the organisation, especially in opening a bigger window for the Institute on to Africa. In acknowledgement of her essential service to the Institute, he invited the Member State delegations to join him in an applause for the Chair as a sign of gratitude.

18. The Chair of the General Assembly 2024-2025 expressed gratitude on behalf of Paraguay to all State delegations for the appointment as Chair of the Assembly for the 2024-2025 period. He recalled that Paraguay had been a Member of UNIDROIT since 1940 and ha d always supported its work, noting that he was particularly grateful to serve in 2025, which would be an important year for UNIDROIT. In the context of Paraguay’s links to UNIDROIT, he wished to highlight that Paraguay had been the first State to deposit three instruments of accession and ratification within the Cape Town Convention system at once, on 27 November 2024, as well as the first State to become party to all four Protocols. He underlined that Paraguay had always supported -and would continue to supportfurther important work of dissemination of the Rail, Space and MAC Protocols to the Cape Town

Convention.

Convention system at once, on 27 November 2024, as well as the first State to become party to all four Protocols. He underlined that Paraguay had always supported -and would continue to supportfurther important work of dissemination of the Rail, Space and MAC Protocols to the Cape Town Convention.

19. Turning to the ongoing work of the Institute for 2025, the Chair mentioned two high-priority projects that were to be finalised in the course of the coming year, both initiated under the 20202022 Work Programme , namely the Best Practices for Effective Enforcement and the Legislative Guide on Bank Insolvency. He noted that t he Central Bank of Paraguay had made an important contribution to the latter project. Moving on he also referred to the excellent progress made on further high-priority projects, namely the projects on International Investment Contracts, on Verified Carbon Credits, and on Collaborative Legal Structures for Agricultural Enterprises.

20. Moreover, the Chair mentioned that the next year would see a celebratory event for the first 10 years of implementation since the UNIDROIT/FAO/IFAD Legal Guide on Contract Farming had been adopted by the UNIDROIT Governing Council in 2015. The Legal Guide had been key to help developing markets rationalise and improve their agriculture production.

21. Furthermore, the fourth edition of the UNIDROIT International Programme for Law and Development should take place in 2025, again funded by the Italian Government and dedicated to judges, government officials and lawyers from African countries.

22. The coming year should also see the first edition of the newly established UPICC International Arbitration Moot. From 2025, the UPICC International Arbitration Moot would provide a practical opportunity for law students around the world to enhance their understanding of the operation of the UNIDROIT Principles of International Commercial Contracts in the context of commercial arbitration.

23. Finally, the Chair referred to the preparatory work towards the UNIDROIT Centenary in 2026 that would be undertaken over the course of 2025. Work would commence in the different eight work

UNIDROIT Principles of International Commercial Contracts in the context of commercial arbitration.

23. Finally, the Chair referred to the preparatory work towards the UNIDROIT Centenary in 2026 that would be undertaken over the course of 2025. Work would commence in the different eight work streams of the Institute in order to produce an independent analysis of each of the se work streamsUNIDROIT 2024 – A.G. (84) 12 5. and to define how the Organisation should move forward. The outcomes would feed into a white paper intended to set the strategy of UNIDROIT for at least the next decade. The Chair highlighted that the Centenary would be celebrated throughout various events and activities taking place at the Institute’s seat in Rome and abroad.

24. The Secretary-General congratulated the Chair on his appointment, expressing his gratitude to the Chair for his effort in travelling from Asunción to attend the General Assembly’s session, which was an honour and a privilege for UNIDROIT. He remarked that the proposal for the nomination of Paraguay by Uruguay had been made in Spanish, which was one of the five official languages of the Institute, although not one of its two working languages. He observed that nevertheless all members of the Assembly appeared to have understood the intervention , which had been a proposal to nominate Paraguay as the Chair of the Assembly 2024-2025, and that hence all delegations, unless stated otherwise at that point in time, were deemed to have expressed their agreement.

25. The General Assembly appointed Paraguay, represented by Mr Miguel Angel Aranda Daroczi, Advisor to the Ministry of External Relations, as Chair for 2024-2025.

Item No. 3: Adoption of the agenda (A.G. (84) 1 rev.)

26. The Chair then drew the attention of the General Assembly to item 3 of the draft agenda. He invited any comments on the draft agenda and proposed it for adoption.

27. In the absence of comments, t he General Assembly adopted the agenda as proposed (see

Appendix II).

26. The Chair then drew the attention of the General Assembly to item 3 of the draft agenda. He invited any comments on the draft agenda and proposed it for adoption.

27. In the absence of comments, t he General Assembly adopted the agenda as proposed (see

Appendix II).

Item No. 4: Statement regarding the Organisation’s activity in 2024 (A.G. (84) 2)

28. The Chair introduced item 4 on the agenda and invited the Secretary-General to present the statement on the Organisation’s activity in 2024.

29. The Secretary-General drew the Assembly’s attention to document A.G. (84) 2, in conjunction with its Annex, which set out an approximate allocation of expenditure and time of the UNIDROIT staff among the different projects . He began by stating that the work done by the Secretariat’s team, which included everyone in the Organisation, had been enormous during 2024, and that t he merit for all that had been achieved belonged exclusively and entirely to the UNIDROIT team. He added that this team had grown considerably and had reached about 33 people, in comparison to 16 in 2018.

He expressed his gratitude to all those who had helped to increase the work force.

30. Moving on to the Institute’s legislative work on access to credit, he informed the Assembly that the Luxembourg Rail Protocol to the Cape Town Convention had entered into force on 8 March 2024, when t he Secretariat to the Supervisory Authority, namely the Organisation for the International Carriage by Rail (OTIF) based in Bern, Switzerland, had issued the certificate of full operability of the Registry, and the Regulations necessary for the operation of the Registry had been approved. With four ratifying States, the Protocol had thus met all the requirements to enter into force and would potentially change the way countries developed by promoting access to credit in an environmentally friendly sector. Furthermore, Paraguay had acceded to the Rail Protocol in November and, as already mentioned by the Ambassador of South Africa, the deposit of the South African instrument of ratification of the Rail Protocol was imminent. He underscored the importance of South

environmentally friendly sector. Furthermore, Paraguay had acceded to the Rail Protocol in November and, as already mentioned by the Ambassador of South Africa, the deposit of the South African instrument of ratification of the Rail Protocol was imminent. He underscored the importance of South Africa’s ratification given its role as a thought leader in the region , and it was hoped that other countries would follow its example to realise the dream formulated by the United Nations Economic Commission for Africa to connect all African capitals by rail. He further referenced several countries that were working towards the ratification of the Rail Protocol, including Mauritius and the Democratic Republic of Congo, or, outside of Africa, the United Kingdom.6. UNIDROIT 2024 – A.G. (84) 12

31. Turning then to the implementation of the other Protocols to the Cape Town Convention, the Secretary-General firstly reported that Paraguay had been the first State to accede to the Space Protocol. He then turned to the MAC Protocol noting how it was perhaps the Protocol to the Convention that had the greatest potential to make a difference for economic growth , especially in the Global South and in economies whose activities were to a large extent based on agriculture and mining, as it facilitated access to credit for the use, lease and acquisition of a type of high value machinery that can allow smaller industry players to make a leap of productivity that is paramount to growth. He informed the Assembly that the Preparatory Commission for the MAC Protocol had done an excellent work in implementing its three functions.

32. Firstly, it had designated a Supervisory Authority, as the Governing Council had approved the proposal that UNIDROIT itself would act as Supervisory Authority for the MAC Protocol at its 103rd session. The details of how the governance of UNIDROIT would internally deal with the competences to execute and enforce the position of Supervisory Authority remain ed to be determined and submitted to the General Assembly for approval. Secondly, a Registrar had been selected and the contract with the preferred bidder was expected to be finalised in the following days. Thirdly, the

to execute and enforce the position of Supervisory Authority remain ed to be determined and submitted to the General Assembly for approval. Secondly, a Registrar had been selected and the contract with the preferred bidder was expected to be finalised in the following days. Thirdly, the Regulations of the Registry had been completed and updated since those Regulations had informed the drafting of the contract. This year had also seen the creation of the Ratification Task Force, which was a group of States and private entities that strongly supported the implementation of the MAC Protocol, and that included representation of over a thousand companies of the three sectors from all continents. With its accession to the MAC Protocol in November 2024, Paraguay had become its first Contracting State, while a number of important countries had already signed the Protocol. It was hoped that the European Union would soon ratify itself, so that its 27 Member States could follow suit.

33. Concerning the Model Law on Factoring, the Secretary -General emphasised that much progress had been achieved on its Guide to Enactment. A group of 10 leading experts and 17 observers from the industry and international financial institutions was a bout to finish its work on the Guide. Furthermore, he reported that the Model Law on Warehouse Receipts together with its Guide to Enactment had also been finalised in 2024. He emphasised that access to finance both via factoring and through the use of warehouse receipts were key for small and medium enterprises, especially in the agricultural sector.

34. As to ongoing projects, the Secretary-General highlighted the very good progress made on the project on International Investment Contracts, which sought to provide standards in contracts entered into by third parties with the public administration , and to incorporate sustainability standards through contractual clauses. The project had garnered so much international interest that a Consultative Committee had been set up and the Secretariat had received appointments of experts for the Committee from 27 States. The project was working at full speed with three Working Group meetings held in 2024. In addition, a Task Force had been appointed, in which a group of h ighly

a Consultative Committee had been set up and the Secretariat had received appointments of experts for the Committee from 27 States. The project was working at full speed with three Working Group meetings held in 2024. In addition, a Task Force had been appointed, in which a group of h ighly reputed researchers and academics work ed together with Roma Tre University and the UNIDROIT Secretariat to produce research to inform the decisions of the experts of the Working Group. This completed the loop between academia, research and legal drafting from an international standpoint, which was unique in transnational law organisations.

35. Further, he mentioned the progress being made on the project on Collaborative Legal Structures for Agricultural Enterprises , to then move on to inform the Assembly on the Bank Insolvency project, which UNIDROIT was carrying out together with the Bank of International Settlements’ Financial Stability Institute . That project gathered experts in banking resolution and corporate insolvency and had over 40 actively participating observers, including central banks, deposit insurers and international financial institutions. A very successful consultation of the draft instrument had been undertaken during 2024, and the Secretariat had received over 400 comments which had been mostly positive and supportive in nature, rather than proposing amendments to theUNIDROIT 2024 – A.G. (84) 12 7. content. He anticipated that the instrument would be finalised for May 2025 ’s session of the

Governing Council.

36. Excellent progress had also been made on the Best Practices for Effective Enforcement project. Three Working Group sessions and many drafting committee meetings had been held in 2024, and it was expected that the instrument be subject to consultation in the coming months and finalised during 2025.

37. Next, the Secretary-General addressed the project on Voluntary Carbon Credits, which had been renamed “Verified Carbon Credits”. This project had also generated high interest, which had prompted the establishment of a Consultative Committee, which not only included Member States, but also reached out to non-member States from the Global South that might have a higher interest

been renamed “Verified Carbon Credits”. This project had also generated high interest, which had prompted the establishment of a Consultative Committee, which not only included Member States, but also reached out to non-member States from the Global South that might have a higher interest in the final instrument. The project did not analyse carbon credits from a regulatory standpoint but rather from a private law perspective, addressing issues such as the legal nature of verified carbon credits, how they could be used as collateral , traded and transferred , and the functioning of the registries. He emphasised the extraordinary interest there had been in the project, which was being carried out hand in hand with the World Bank and had seen the direct participation of regional international financial institutions, with special regard to the Asian Development Bank (ADB).

38. He went on to report that the Secretariat had finalised the consultative exploratory work on the medium-priority project on Corporate Sustainability Due Diligence. In light of the completion of the preparatory work and the result s attained from the consultative expert workshop organised at the Institute in 2024, the Secretariat would ask the Governing Council for an upgrade of the project’s priority level in order to initiate work. He clarified that, just like the project on Verified Carbon Credits, the project on Corporate Sustainability Due Diligence did not touch upon any public law aspects but addressed purely private law matters, in particular contract law. It neither aimed to set any standards nor to enter into the discussion of what environmental protection or human rights were, but rather examined h ow existing standards that applied to the supply chain could be contractually incorporated. It would explore, for example, what happened if one participant of the supply chain was not compliant, who could be liable in such a case, and what happened to the concerned contracts.

39. Implementing the depository functions of UNIDROIT, the Secretariat had provided support to Uganda and Paraguay in 2024, as well as to several other countries that were about to become new members of the Cape Town Convention system in the process of depositing instrument s and

39. Implementing the depository functions of UNIDROIT, the Secretariat had provided support to Uganda and Paraguay in 2024, as well as to several other countries that were about to become new members of the Cape Town Convention system in the process of depositing instrument s and declarations. He highlighted that the Cape Town Convention already had 87 Contracting States and was arguably the most important commercial law treaty in the world. Furthermore, with the accession of Yemen in 2024, the Convention on Cultural Property had reached 55 Contracting States. In this context he mentioned that a Working Group session of the project on Private Art Collections and orphan objects was taking place in parallel to this Assembly session.

40. With regard to promotion activities, the Secretary-General recalled that