88308 FROM: The Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA held in the Board Room on May 20, 2014 at 12:24 p.m. 1. There were present: CHAIR: Bertrand Badre, Managing Director & WBG Chief Financial Officer EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov L. Larose G. Alzetta A. Marks J. Alvarez K. Morais S. Annamalai R. Nakanaga L.K. Atheeq A. Ndoye J.J. Bravo L. Palma A. Cisse R. Raineri M. Fikre C. Roberts J. Frieden S. Santala B. Han S. Sawadogo I. Hoven A. Smith Y. Kato K. Wissa N. Khosa OFFICERS AND STAFF PARTICIPATING: A.M. Leroy, General Counsel S. Suleymanov, Acting Corporate Secretary J. Walliser, Acting Vice President C. Bruce, Director J. Saghir, Director *B. Bird, Country Director *J. Hellman, Director * via videoconference This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. South Sudan – Eastern Africa Regional Transport, Trade and Development Facilitation Project – First Phase of Program 2. The Executive Directors considered the President’s Memorandum and Recommendation (IDA/R2014-0131; /2) and approved the credit to South Sudan in the amount of SDR 52.2 million (US$80 million equivalent) for the Eastern Africa Regional Transport, Trade and Development Facilitation Project – First Phase of Program, on the terms and conditions set out in the President’s Memorandum. Mmes. Aviel and Hoven, and Mr. Smith wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 1:15 p.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. FROM: The Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Tuesday, May 20, 2014 at 2:33 p.m. 1. There were present: CHAIR: D. Tsitsiragos, Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: S. Al Issa G. Hines G. Alzetta I. Hoven J. Alvarez A. Kane S. Annamalai N. Khosa L.K. Atheeq L. Laraia G. Balcytyte D. Malaspina Hernandez S. Bangura I. MacDonald A. Cisse R. Nakanaga V. Daza Foronda Y. Nishii A. Delaunay F. Odey M. Fikre P. Snisorenko J. Frieden F. Yang R. Zhukovskyi OFFICERS AND STAFF PARTICIPATING: E. Tafara, Vice President and General Counsel A. Gibbs, Acting Corporate Secretary B. Sheahan, Director T. Butler, Manager *F. Brown, Country Manager N. Thapar, Principal Investment Officer J. Middleton, Principal Environmental Specialist G. Goldschmidt, Senior Manager H. Gupta, Principal Investment Officer *via videoconference This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Sierra Leone - Investment in Marampa Iron Ore 2. The Board of Directors considered the President's Memorandum and a Report on an investment in the form of an “A” loan of up to US$50 million in Marampa Iron Ore in Sierra Leone (IFC/R2014-0141, dated May 7, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0021 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 7.1 and 7.3 of the attached report substantially on the terms therein set forth; and (B) THAT the President, the Executive Vice President, a Vice President, the Vice President and General Counsel, the Deputy General Counsel, a Department Director, or any staff member of the Corporation authorized by any one of them, enter in the name and on behalf of the Corporation, into an agreement or agreements providing for such transactions and containing such other terms and conditions as he or she, by the execution thereof, shall approve. Ms. Aviel and Ms. Santala wished to be recorded as abstaining. Brazil – Investment in VIX Logistica S.A. 3. The Board of Directors considered the President's Memorandum and a Report on an investment by IFC in the form of a straight equity investment of up to R$170 million (approximately US$76 million equivalent), along with up to R$30 million (approximately US$13 million equivalent) by ALAC Fund, in newly issued common shares of VIX Logistica S.A. in Brazil ( IFC/R2014-0137, dated May 7, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0022 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 7.1 and 7.2 of the attached report substantially on the terms therein set forth; and (B) THAT the President, the Executive Vice President, a Vice President, the Vice President and General Counsel, the Deputy General Counsel, a Department Director, or any staff member of the Corporation authorized by any one of them, enter in the name and on behalf of the Corporation, into an agreement or agreements providing for such transactions and containing such other terms and conditions as he or she, by the execution thereof, shall approve. Adjournment 4. The meeting adjourned at 3:16 p.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between May 16, 2014 and May 20, 2014 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Zimbabwe – Grant – Hwange-Sanyati Biological Corridor Project 1. The Executive Directors recorded their approval on May 16, 2014 of the GEF Trust Fund grant to Zimbabwe for the Hwange-Sanyati Biological Corridor Project in the amount of US$5.84 million, on the terms and conditions set out in the President’s Memorandum (GEF/R2014-0006, dated May 2, 2014). Ms. Aviel (via eCenter on May 16, 2014) wished to record her opposition. Bosnia and Herzegovina – Credit – Drina Flood Protection Project 2. The Executive Directors recorded their approval on May 16, 2014 of the credit to Bosnia and Herzegovina for the Drina Flood Protection Project in the amount of SDR 15.6 million (US$24 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0130, dated on April 29, 2014). Bhutan – Additional Credit and Restructuring - Second Urban Development Project 3. The Executive Directors recorded their approval on May 16, 2014 of the additional credit and restructuring to Bhutan for the Second Urban Development Project in the amount of SDR 11.3 million (US$17.4 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0151, dated April 29, 2014). India – CTF Loan – Second Development Policy Loan (DPL) to Promote Inclusive Green Growth and Sustainable Development in Himachal Pradesh 4. The Executive Directors recorded their approval on May 16, 2014 of the Clean Technology Fund (CTF) loan to India for the Second Development Policy Loan (DPL) to Promote Inclusive Green Growth and Sustainable Development in Himachal Pradesh in the amount of US$100 million, on the terms and conditions set out in the President’s Memorandum (R2014-0077, dated April 25, 2014). India – Credit – Third Elementary Education Project 5. The Executive Directors recorded their approval on May 16, 2014 of the credit to India for the Third Elementary Education Project in the amount of SDR 651 million (US$1006.2 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0137, dated April 29, 2014). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Haiti – Grant – Cultural Heritage Preservation and Tourism Sector Support Project 6. The Executive Directors recorded their approval on May 19, 2014 of the grant to Haiti for the Cultural Heritage Preservation and Tourism Sector Support Project in the amount of SDR 29.1 million (US$45 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0139, dated April 30, 2014). Haiti – IDA and SCF Grants – Center and Artibonite Regional Development Project 7. The Executive Directors recorded their approval on May 19, 2014 of the IDA grant in the amount of SDR 32.4 million (US$50 million equivalent) and the Strategic Climate Fund grant in the amount of US$8 million, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0142, dated April 30, 2014). Ghana – Credit – Secondary Education Improvement Project 8. The Executive Directors recorded their approval on May 20, 2014 of the credit to Ghana for the Secondary Education Improvement Project in the amount of SDR 101 million (US$156 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0143, dated May 1, 2014). Ghana – Credit – Maternal and Child Health and Nutrition Improvement Project 9. The Executive Directors recorded their approval on May 20, 2013 of the credit to Ghana for the Maternal and Child Health and Nutrition Improvement Project in the amount of SDR 44 million (US$68 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0147, dated May 1, 2014). Myanmar – Credit – Decentralizing Funding to Schools Project 10. The Executive Directors recorded their approval on May 20, 2014 of the credit to Myanmar for the Decentralizing Funding to Schools Project in the amount of SDR 51.8 million (US$80 million equivalent) on the terms and condition set out in the President’s Memorandum (IDA/R2014-0146, dated May 1, 2014). West Bank and Gaza – Grant – Palestinian National Development Plan - Development Policy Grant VI 11. The Executive Directors recorded their approval on May 20, 2014 of the grant from the Trust Fund for Gaza and the West Bank, administered by IDA to the Palestine Liberation Organization (for the benefit of the Palestinian Authority) for the Palestinian National Development Plan - Development Policy Grant VI in the amount of US$40 million, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0141, dated April 29, 2014). ****************************************************************************** This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. THE BOARD OF DIRECTORS OF IFC Colombia – Investment in MAS Fund III 12. The Board of Directors authorized on May 16, 2014 an investment in Colombia – MAS Fund III (IFC/R2014-0134, dated may 6, 2014) in the form of a fund of up to up to US$15 million and 20% of the total committed capital. Peru – Investment in Banco Interamericano de Finanzas (BanBif Subdebt) 13. The Board of Directors authorized on May 16, 2014 an investment in Peru – Banco Interamericano de Finanzas (BanBif Subdebt) (IFC/R2014-0135, dated May 6, 2014) in the form of a subordinated loan of up to US$25 million. Rwanda – Investment in IHS Rwanda 14. The Board of Directors authorized on May 19, 2014 an investment in Rwanda – IHS Rwanda (IFC/R2014-0145, dated May 9, 2014) in the form of an “A” loan of up to US$25 million. Western Africa Region – Investment in Synergy Private Equity Fund LP 15. The Board of Directors authorized on May 19, 2014 an investment in Western Africa Region – Synergy Private Equity Fund LP (IFC/R2014-0136, dated May 7, 2014) in the form of an equity of up to US$10 million. Indonesia – Investment in PT Indonesia Infrastructure Finance 16. The Board of Directors authorized on May 19, 2014 an investment in Indonesia – PT Indonesia Infrastructure Finance (IFC/R2014-0139, dated May 7, 2014) in the form of (i) an “A” loan of up to US$30 million; (ii) a loan of up to US$22.5 million from IFC acting in its capacity as the implementing entity for the MCPP; and (iii) a “B” loan of up to US$197.5 million. Ms. Aviel (via eCenter on May 19, 2014) wished to recorded her abstention. China – Investment in Hollysys 17. The Board of Directors authorized on May 20, 2014 an investment in China – Hollysys (IFC/R2014-0143, dated May 8, 2014) in the form of a “C” loan of up to US$20 million. Mmes. Aviel and Santala (via eCenter on May 19, 2014) wished to record their abstentions. Bolivia – Investment in Empresa Hotelera Icon S.A. for the Marriott Bolivia Project 18. The Board of Directors authorized on May 20, 2014 an investment in Bolivia– Empresa Hotelera Icon S.A. for the Marriott Bolivia Project (IFC/R2014-0142, dated May 8, 2014) in the form of an “A” loan of up to US$7.2 million. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Morocco – Investment in ACWA Power Ouarzazate 19. The Board of Directors authorized on May 20 , 2014 an investment in Morocco – ACWA Power Ouarzazate (IFC/R2014-0138, dated May 8, 2014) consisting of (i) an equity of up to MAD 2.15 million (approximately US$265,000 equivalent) in common shares; and (ii) a subordinated loan of up to US$9.75 million. This also includes an investment for IFC acting in its capacity as executing agency of IBRD as implementing agency of the GEF consisting of: (i) and equity of up to MAD 2.15 million (approximately US$265,000 equivalent) in common shares; and (ii) a subordinated loan of up to US$9.75 million to the Project Company. Ms. Aviel (via eCenter on May 20, 2014) wished to record her abstention. ****************************************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC, AND THE BOARD OF DIRECTORS OF MIGA Colombia – Country Partnership Strategy Progress Report 20. The Executive Directors recorded their noting on May 20, 2014 of the joint IBRD/IFC/MIGA Country Partnership Strategy Progress Report for Colombia for the period FY12-16 (R2014-0083[IFC/R2014-0114, MIGA/R2014-0024], dated April 29, 2014). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.