Minutes of Meeting of the Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA held in the Board Room on June 21, 2018 at 10:05 a.m. 1. There were present: CHAIRS: K. Georgieva, Chief Executive Officer, IBRD/IDA S. von Friedeburg, Chief Operating Officer, IFC K. Honda, Executive Vice President and Chief Executive Officer, MIGA EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: N. Alghaith D. Kinder J. Allford K. Koguchi M. Bhuiyan P. Kunene O. Canuto A. Lushin H. deVilleroche D. Morris P. Donaldson P. Pagano F. Godts S. Tarar A. Hadiyanto J-C. Tchatchouang M. Hasan M. Torero A. Hilber S. Ulbaek F. Jimenez Y. Yang A. Kabagambe J. Zattler R. Kachur OFFICERS AND STAFF PARTICIPATING: S. Okoro, Senior Vice President and General Counsel Y. Tsikata, Vice President and Corporate Secretary F. Zeidan, Deputy General Counsel, IFC A. Kumar-Capoor, General Counsel, MIGA O. Diagana, Vice President, HR M. Mahurkar, Vice President, IFC D. Sellen, Chair, Staff Association 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. Review of Compensation Methodology for the World Bank Group – Phase I – Headquarters-Appointed Staff 2. The Executive Directors considered the President’s Memorandum and Report entitled “Review of Compensation Methodology for the World Bank Group – Phase I – Headquarters- Appointed Staff� ((R2018-0137[IDA/R2018-0189, IFC/R2018-0193, MIGA/R2018-0064]), dated June 4, 2018). The Executive Directors approved the recommendations in paragraph 4 of the President’s Memorandum as set out in Section XI.4 of the Report. Mr. Lushin wished to be recorded as abstaining. 2018 Review of Staff Compensation for the World Bank Group and Awards Allocations 3. The Executive Directors considered the President’s Memorandum, Report and a Supplemental Note on “2018 Review of Staff Compensation for the World Bank Group and Awards Allocations� ((R2018-0155[IDA/R2018-0216, IFC/R2018-0214, MIGA/R2018-0080]), dated June 12, 2018). The Executive Directors approved the recommendations in paragraph 7 of the President’s Memorandum as set out in Part C - Summary of Recommendations of the Report. Mr. Lushin wished to be recorded as abstaining. Reinstatement of Extended Term (ET) Appointment Types 4. The Executive Directors considered the President’s Memorandum and Report entitled “Reinstatement of Extended Term (ET) Appointment Types� ((R2018-0153[IDA/R2018-0212, IFC/R2018-0212, MIGA/R2018-0077]), dated June 11, 2018). The Executive Directors approved the recommendation in paragraph 4 of the President’s Memorandum as set out on page 13 – Recommendation for Board Approval of the Report. Adjournment 5. The meeting adjourned at 1:01 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. Minutes of Meeting of the Executive Directors of the Bank and IDA held in the Board Room on June 21, 2018 at 2:34 p.m. 1. There were present: CHAIR: K. Georgieva, Chief Executive Officer, IBRD/IDA EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: A. Alkhalaf A. Hilber J. Allford A. Kabagambe B. Barry R. Kachur R. Beadle P. Knotkova M. Bhuiyan P. Kunene E. Cipkute L. Laraia M. Cowie B. Lvin P. Donaldson K. Nishikata M. Finaish A. Sode W. Guo E. Soto Mendez A. Hadiyanto S. Tarar C. Happe M. Torero R. Herrera OFFICERS AND STAFF PARTICIPATING: F. Molnar, Acting Senior Vice President and General Counsel Y. Tsikata, Vice President and Corporate Secretary V. Kwakwa, Regional Vice President * R. Chaves, Country Director C. Holmemo, Program Leader A. Subandero, Nutrition Specialist S. Clark, Senior Social Development Specialist * 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. Indonesia – Loan - Investing in Nutrition and Early Years (INEY) Program – Program- for-Results 2. The Executive Directors considered the President’s Memorandum and Recommendation and approved the loan in the amount of US$400 million to Indonesia for an Investing in Nutrition and Early Years (INEY) Program on the terms and conditions set out in the President’s Memorandum (R2018-0118, dated June 1, 2018). Adjournment 3. The meeting adjourned 3:31 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. Minutes of Meeting of the Executive Directors of the Bank and IDA and the Board of Directors of MIGA held in the Board Room on June 21, 2018 at 3:33 p.m. 1. There were present: CHAIRS: K. Georgieva, Chief Executive Officer, IBRD/IDA K. Honda, Executive Vice President and Chief Executive Officer, MIGA EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov R. Kachur A. Alkhalaf H. Kim H. Amrane M. Krey-Jacobsen M. Bhuiyan L. Laraia F. Bilbeisi K. Nishikata P. Donaldson A. Ouro Samah M. Farnoux D. Quintero A. Hadiyanto L. Robles Flores C. Happe R. Sheoraj A. Hilber J. Stockill J. Hernandez P. Van der Stoelen J. Isaacs Y. Wang A. Kabagambe OFFICERS AND STAFF PARTICIPATING: F. Molnar, Acting Senior Vice President and General Counsel A. Kumar-Capoor, General Counsel, MIGA Y. Tsikata, Vice President and Corporate Secretary V. Iyer, Vice President and Chief Operating Officer, MIGA S. Suri, Director, MIGA E. Palei, Sector Manager, Infrastructure, MIGA * G. Martin, Country Manager C. De Sousa, Manager S. Larbi, Underwriter, MIGA * 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 - Guarantee to Sonatel for its Investment in Orange Sierra Leone (SL) Limited and Support from IDA18 IFC-MIGA Private Sector Window Local Currency Facility for the Proposed to Sonatel for its Investment in Orange Sierra Leone (SL) Limited 2. The Board of Directors of MIGA considered the President’s Memorandum and a Report on a Guarantee to Sonatel for its Investment in Orange Sierra Leone (SL) Limited in Sierra Leone and approved the issuance of guarantee as set out in the President’s Memorandum (MIGA/R2018-0078, dated June 12, 2018). The Executive Directors considered the President’s Memorandum and Recommendation and approved the allocation of up to EUR25.9 million (US$31.1 million equivalent) from the IDA18 IFC-MIGA Private Sector Window (PSW) MIGA Guarantee Facility (MGF) in support of the MIGA Guarantee to Sonatel S.A. to cover its investment in Orange Sierra Leone (SL) Limited in Sierra Leone on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0213, dated June 12, 2018). Adjournment 3. The meeting adjourned 4:27 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 June 20, 2018 and June 21, 2018 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA 2018 Regular Election of Bank Executive Directors 1. The Executive Directors recorded their approval on June 21, 2018 of the recommendation contained in paragraph 2 of the Memorandum from the Vice President and Corporate Secretary entitled " 2018 Regular Election of Bank Executive Directors" (R2018-0154, dated June 12, 2018), authorizing the transmittal of the report entitled “2018 Regular Election of Executive Directors� and accompanying draft resolution to the Board of Governors for a vote without a meeting. Angola - Additional Loan and Restructuring - Second Water Sector Institutional Development Project 2. The Executive Directors recorded their approval on June 21, 2018 of a restructuring and an additional loan to Angola in the amount of US$150 million for the Second Water Sector Institutional Development Project on the terms and conditions set out in the President’s Memorandum (R2018-0130, dated June 4, 2018). Indonesia - Loan - Strategic Irrigation Modernization and Urgent Rehabilitation Project 3. The Executive Directors recorded their approval on June 21, 2018 of a loan to Indonesia in the amount of US$250 million for the Strategic Irrigation Modernization and Urgent Rehabilitation Project on the terms and conditions set out in the President’s Memorandum (R2018-0131, dated June 4, 2018). Kenya - Development Policy Credit - Disaster Risk Management Development Policy Financing with a Catastrophe Deferred Drawdown Option (Cat DDO) 4. The Executive Directors recorded their approval on June 21, 2018 of a development policy credit to Kenya in the amount of Euro 165.4 million (US$200 million equivalent) for a Disaster Risk Management Development Policy Financing with a Catastrophe Deferred Drawdown Option (Cat DDO) on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0151, dated May 31, 2018). 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. Cambodia – Additional Credit - Road Asset Management Project II 5. The Executive Directors recorded their approval on June 21, 2018 of an additional credit to Cambodia in the amount of SDR76.5 million (US$110 million equivalent) for the Road Asset Management Project II (RAMPII) on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0177, dated June 4, 2018). THE BOARD OF DIRECTORS OF IFC Mali, Côte d’Ivoire and Guinea – Investments in Gaselia Industries Group S.A., Nouvelles Brasseries Bamakoises S.A., Nouvelles Brasseries de Côte d’Ivoire S.A., Ivoirienne de Plastique S.A., and Nouvelles Brasseries de Guinée S.A. for the Gaselia Group Project 6. The Board of Directors authorized on June 20, 2018 an investment in Mali, Côte d’Ivoire and Guinea for the Gaselia Group Project (IFC/R2018-0201, dated June 8, 2018) in the form of a secured senior “A� loan of up to €13 million (approximately US$15.2 million) in Gaselia Industries Group S.A. and Nouvelles Brasseries Bamakoises S.A. in Mali; Nouvelles Brasseries de Côte d’Ivoire S.A. and Ivoirienne de Plastique S.A. in Côte d’Ivoire; and Nouvelles Brasseries de Guinée S.A. in Guinea. Myanmar – Investment in KEB Hana Microfinance Ltd. (KHMF Equity & Loan) 7. The Board of Directors authorized on June 20, 2018 an investment in Myanmar - KEB Hana Microfinance Ltd. (KHMF Equity & Loan) (IFC/R2018-0202, dated June 8, 2018) comprising of (i) an equity investment of up to the MMK equivalent of US$3 million, and (ii) a Kyat denominated senior loan of up to US$10 million equivalent for IFC’s own account to KEB Hana Microfinance Ltd. Vietnam – Investment in Tien Phong Commercial Joint Stock Bank (TPB Senior Loan) 8. The Board of Directors authorized on June 20, 2018 an investment in Vietnam - Tien Phong Commercial Joint Stock Bank (TPB Senior Loan) (IFC/R2018-0203, dated June 8, 2018) in the form of a senior loan for an aggregate amount of up to US$100 million to Tien Phong Commercial Joint Stock Bank, comprising: (i) a senior loan of up to US$60 million from IFC for its own account; (ii) a senior Trust Loan of up to US$22.5 million from IFC acting in its capacity as Implementing Entity for the Managed Co-Lending Portfolio Program (MCPP); and (iii) a B1 Loan of up to US$17.5 million from IFC for the account of the B1 loan participants. Senegal – Investment in Sosagrin-IBS 9. The Board of Directors authorized on June 21, 2018 an investment in Senegal - Sosagrin- IBS (IFC/R2018-0205, dated June 11, 2018) in the form of an “A� loan of up to Euro 10 million (approximately US$11.7 million equivalent). 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. Bangladesh – Investment in Summit Meghnaghat II Power Company for SM2PCL Project 10. The Board of Directors authorized on June 21, 2018 an investment in Bangladesh - Summit Meghnaghat II Power Company for SM2PCL Project (IFC/R2018-0171; /1, dated May 25, 2018, and June 7, 2018, respectively) in the form of: (i) an A loan of up to US$120 million; and (ii) a client risk management swap for a loan equivalent exposure of up to US$5 million. India – Investment in HDB Financial Services Limited 11. The Board of Directors authorized on June 21, 2018 an investment in India - HDB Financial Services Limited (IFC/R2018-0204, dated June 11, 2018) in the form of senior debt of up to INR9,750 million (US$150 million equivalent). THE BOARD OF DIRECTORS OF MIGA Peru – Guarantee to Banco Santander S.A., Spain for Investments in Banco Santander Peru S.A. 12. The Board of Directors recorded its authorization on June 20, 2018 for the President to proceed with the issuance of the guarantee as set out in the Report of the President entitled “Peru – Guarantee to Banco Santander S.A., Spain for Investments in Banco Santander Peru S.A.� (MIGA/R2018-0071, dated June 8, 2018). Mr. Bethel wished to be recorded as abstaining. 2018 Regular Election of MIGA Directors 13. The Board of Directors recorded their approval on June 21, 2018 of the recommendations contained in paragraph 2 of the Memorandum from the Vice President and Corporate Secretary entitled "2018 Regular Election of MIGA Directors" (MIGA/R2018-0079, dated June 12, 2018), authorizing the transmittal of the report entitled “2018 Regular Election of Directors� and accompanying draft resolution to the Council of Governors for a vote without a meeting. Afghanistan – Guarantees for Investments in Rikweda Fruit Process Company - Proposed Modification of Prior Concurrence 14. The Board of Directors recorded its authorization on June 21, 2018 for the President to proceed with the modification of prior concurrence as set out in the Memorandum from the President entitled “Afghanistan – Guarantees for Investments in Rikweda Fruit Process Company - Proposed Modification of Prior Concurrence� (MIGA/R2018-0072, dated June 11, 2018). 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 EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC AND THE BOARD OF DIRECTORS OF MIGA Independent Evaluation Group - Work Program and Budget (FY19) and Indicative Plan (FY20-21) 15. The Executive Directors recorded their approval on June 20, 2018 of the Memorandum and Report of the Director General, Independent Evaluation Group, entitled "Independent Evaluation Group (IEG) Work Program and Budget (FY19) and Indicative Plan (FY20-21)" (R2018-0106[IDA/R2018-0144, IFC/R2018-0167, MIGA/R2018-0051]; /1), dated May 22, 2018, and May 31, 2018, respectively). 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.