41777 OFFICIAL USE ONLY IFC/M2007-0047 December 6, 2007 For meeting of Board: Date to be determined FROM: Vice President and Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Thursday, November 1, 2007, at 10:03 a.m. 1. There were present: CHAIRMAN: L. Thunell, Executive Vice President DIRECTORS AND ALTERNATES ACTING AS DIRECTORS: A. Alkhalifa (Alternate) B. Lischinsky (Temporary Alternate) G. Alzetta G. Majnoni G. Berger (Temporary Alternate) T. Marushima (Temporary Alternate) S. Dib (Alternate) M. Mordasini C. Doltu (Alternate) H. Noe Pino (Temporary Alternate) S. Garg (Temporary Alternate) L.P. Ong Seng J. Haarlov (Alternate) K. Panov (Temporary Alternate) J. Hagan H. Rab (Temporary Alternate) M. Hasan R. Studart M. Hofmann C. Suteethorn (Alternate) M. Ketsela S. Watson A. Kohler (Alternate) Y. Yang (Alternate) ALTERNATES NOT ACTING AS DIRECTORS: J.H. Botero R. Von Kleist I. Lightbourne - 2 - IFC/M2007-0047 OFFICERS AND STAFF PARTICIPATING: W.P. Ofosu-Amaah, Vice President A. Khan, CFNOP and Corporate Secretary R. Konrad, CINTS J. Sullivan, General Counsel A. Roy, CGFP6 F. Khambata, Vice President, CALVP M. Shah, CGFOB R. Kaldany, Director, CINDR J. Zhang, CGFP6 A. Becher, CINTS R. Shusterman, Corporate Secretariat R. Bugga, CINTS Welcome to New Executive Director 2. The Chairman welcomed Mr. Michael Hofmann, who was attending his first meeting as Executive Director for Germany. Minutes of Previous Meetings 3. The Board of Directors approved the minutes of the meetings held on September 13 (IFC/M2007-0039), September 20 (IFC/M2007-0040) and October 4, 2007 (IFC/M2007-0043). Vietnam - SP-SSA International Container Services Joint Venture Company 4. The Board of Directors considered the President's Recommendation and a Report (IFC/R2007-0303, dated October 19, 2007) on a proposed investment in SP-SSA International Container Services Joint Venture Company in the Socialist Republic of Vietnam, and adopted the following resolution: RESOLUTION NO. IFC 2007-0092 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 6.1 of the report distributed under transmittal memorandum IFC/R2007-0303 substantially on the terms therein set forth; (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or the Deputy General Counsel, 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. India - Angel Infin Private Limited 5. The Board of Directors considered the President's Recommendation and a Report (IFC/R2007-0308, dated October 19, 2007) on a proposed investment in Angel Infin Private Limited in India and, with Messrs. Debevoise and Kohler abstaining, adopted the following resolution: 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. - 3 - IFC/M2007-0047 RESOLUTION NO. IFC 2007-0093 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 6.1 and 6.2 of the report distributed under transmittal memorandum IFC/R2007-0308 substantially on the terms therein set forth; (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or the Deputy General Counsel, 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. India - Karnataka Bank Limited 6. The Board of Directors considered the President's Recommendation and a Report (IFC/R2007-0306, dated October 19, 2007) on a proposed investment in Karnataka Bank Limited in India and, with Mr. Debevoise abstaining, adopted the following resolution: RESOLUTION NO. IFC 2007-0094 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 6.1 of the report distributed under transmittal memorandum IFC/R2007-0306 substantially on the terms therein set forth; (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or the Deputy General Counsel, 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. India - Macquarie India Infrastructure Opportunities Fund 7. The Board of Directors considered the President's Recommendation and a Report (IFC/R2007-0305, dated October 19, 2007) on a proposed investment in Macquarie India Infrastructure Opportunities Fund in India and, with Mr. Debevoise abstaining (by e-mail dated October 31, 2007), adopted the following resolution: 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. - 4 - IFC/M2007-0047 RESOLUTION NO. IFC 2007-0095 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 10.01 of the report distributed under transmittal memorandum IFC/R2007-0305 substantially on the terms therein set forth; (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or the Deputy General Counsel, 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. Record of Investments Proceeding under the Streamlined Procedure 8. The Board of Directors recorded its authorization for Management to proceed with the following investments under the Streamlined Procedure: (a) Turkey - an investment in Delta Petroleum (IFC/R2007-0277, dated September 24, 2007) in the form of an "A" Loan of up to US$45 million, authorized on October 3, 2007; (b) Brazil - an investment in Tecon Salvador Expansion (IFC/R2007-0282, dated September 25, 2007) in the form of an "A" note of up to US$5.5 million and a "B" Loan of up to US$5.5 million, authorized on October 4, 2007; (c) Kazakhstan - an investment in LuMir (IFC/R2007-0283 and /2, dated September 25 and October 2, 2007, respectively) in the form of an "A" Loan of up to US$6 million and an equity investment of up to US$5 million, authorized on October 4, 2007; (d) Ecuador - an investment in Favorita Fruit Company Ltd. (IFC/R2007-0284, dated September 27, 2007) in the form of an "A" Loan of up to US$18 million, a "C" Loan of up to US$7 million, and a "B" Loan of up to US$23 million, authorized on October 9, 2007; (e) India - an equity investment in VenturEast Proactive Fund (IFC/R2007-0273, dated September 28, 2007) of up to US$15 million, authorized on October 10, 2007; (f) Mongolia - an investment in Khan Bank (IFC/R2007-0285, dated October 2, 2007) in the form of a loan of up to US$15 million, authorized on October 12, 2007; 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. - 5 - IFC/M2007-0047 (g) Indonesia - an investment in PT. Bank Bintang Manunggal (Hana Indonesia) (IFC/R2007-0286, dated October 2, 2007) of up to US$5.0 million equivalent for an equity stake of up to 19% of PT. Bank Bintang Manunggal (Hana Indonesia), authorized on October 12, 2007; (h) Turkey - an investment in Sekerbank T.A.S. (IFC/R2007-0287, dated October 2, 2007) in the form of a loan of up to Euro 36 million (US$50 million equivalent), authorized on October 12, 2007; (i) India - an investment in Jain Irrigation (IFC/R2007-0289, dated October 3, 2007) in the form of two "A" Loans for a total amount not exceeding US$30 million, authorized on October 15, 2007; (j) India - an equity investment in Aloe Environment Fund 2 (IFC/R2007-0290, dated October 4, 2007) of up to Euro 15 million (US$19.2 million equivalent) in Green Investment Asia Sustainability Fund I, parallel investment vehicle to Aloe Environment Fund 2, authorized on October 16, 2007. Mr. Debevoise (by e-mail dated October 16, 2007) wished to be recorded as abstaining. (k) Zambia - an investment in Madison Financial Services Company Ltd. (IFC/R2007-0291, dated October 9, 2007) in the form of an equity investment of up to US$2 million equivalent, and a senior loan of up to US$5 million equivalent, authorized on October 18, 2007; (l) Central Asia Region - an equity investment in Aureos Central Asia Fund LLC (IFC/R2007-0292, dated October 9, 2007) of up to US$10 million, authorized on October 18, 2007; (m) World Region - an investment in SCB Microfinance (IFC/R2007-0293, dated October 10, 2007) in the form of credit-linked notes of up to US$45 million, authorized on October 19, 2007; and (n) Lao People's Democratic Republic - an equity investment in ACLEDA Bank Lao Ltd. (IFC/R2007-0295, dated October 10, 2007) of up to Lao Kip 17.5 billion (US$1.83 million equivalent), authorized on October 19, 2007. Development Committee Meeting - October 21, 2007 - Internal Governance - Code of Conduct for Board Officials and Ethics Committee and Procedures - Report of the World Bank Executive Directors on Internal Governance 9. The Board of Directors recorded its approval on October 17, 2007 of the report entitled "Internal Governance - Code of Conduct for Board Officials and Ethics Committee and Procedures - Report of the World Bank Executive Directors on Internal Governance" (IFC/R2007-0297/1, dated October 16, 2007). Adjournment 10. The meeting adjourned at 11:12 a.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. - 6 - IFC/M2007-0047 Distribution: Executive Directors and Alternates President Bank Group Senior Management Vice Presidents, Bank, IFC and MIGA Directors and Department Heads, Bank, IFC and MIGA 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.