72866     FROM: Vice President and Corporate Secretary     Minutes of Meeting of the Board of Directors of IFC,   held in the Board Room on Thursday, August 30, 2012, at 10:16 a.m.     1. There were present:   CHAIR:   R.-R. Kaldany, Acting Executive Vice President, IFC   EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:   I. Alturki (Alternate) A. Lamrani (Temporary Alternate) G. Balcytyte (Alternate) S. Lutfi (Temporary Alternate)   J.J. Bravo (Alternate) H. Manao F.A. Camarasa M.-L. Morin   I.-K. Cho (Alternate) M. Muhtar (Alternate) P. Cipollone S. Nanu (Alternate)   V. Dhanpaul (Alternate) E. Ngirente (Temporary Alternate) A. Fayolle M.N. Prasad   J. Frieden I. Solomon I. Hoven H. Suzuki   K. Huber V. Tamozhnikov (Temporary Alternate) S. James (Alternate) G. Wang (Temporary Alternate)   M.S.Kayad (Alternate)   ALTERNATES NOT ACTING AS EXECUTIVE DIRECTORS:   N. Mota Pinto M. Tareque W. Rissmann     OFFICERS AND STAFF PARTICIPATING: E. Marmolo, Acting Corporate Secretary A. Indorf, CESI2 D. Harris, Deputy General Counsel, CLEDC G. Jadeja, CF2S7 J. Scriven, Director, CFGDR A. Malpartida, CNGOG B. Sheahan, Director, CN2DR P. Verra, CF2S7 D. Crist, CNGOG R. Krech, Corporate Secretariat A.F. Gomez, CF2S7 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.    -2-   Colombia - Investment in PetroNova Incorporated (PetroNova)   2. The Board of Directors considered the President's Memorandum and a Report on an investment in PetroNova Incorporated (PetroNova) in Colombia (IFC/R2012-0280, dated August 15, 2012) and adopted   the following resolution:   RESOLUTION NO. IFC 2012-0053   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 7.1 of the Report substantially on the terms therein set forth; and   (B) THAT the President, Executive Vice President, a Vice President, a Department   Director, the General Counsel or a 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.   Chile - Investment in Corpbanca S.A.   3. The Board of Directors considered the President's Memorandum and a Report on an investment in Corpbanca S.A. in Chile (IFC/R2012-0281, dated August 15, 2012) and adopted the following resolution:   RESOLUTION NO. IFC 2012-0054   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in   paragraphs 7.1 and 7.2 of the Report substantially on the terms therein set forth; and   (B) THAT the President, Executive Vice President, a Vice President, a Department   Director, the General Counsel or a 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     shall approve. execution thereof, 4. The Board of Directors recorded its authorization for Management to proceed with the following investments under the Streamlined Procedure: (a) Romania - an investment in Banca Transilvania S.A. (IFC/R2012-0268; /1, dated July 30 and August 3, 2012, respectively) in the form of subordinated convertible bonds of up to EUR 20 million (US$25.9 million equivalent), authorized on August 9, 2012. (b) India - an investment in Mahindra Suryaprakash Private Limited (IFC/R2012-0269, dated July 30, 2012) in the form of an "A" loan of up to INR 482 million (US$8.76 million equivalent), authorized on August 9, 2012. 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-   (c) India - an investment in Green Infra Limited (GIL) (IFC/R2012-0270, dated July 30, 2012) in the   form of an "A" loan of up to INR 2,750 million (US$50 million equivalent) to be committed as a facility and disbursed in INR to GIL subsidiaries, of which up to INR 568 million (US$10.3   million) will be committed for the Rajasthan project, authorized on August 9, 2012, and the remaining investments to be committed over the next 18 months, with each new project to be in   compliance with IFC Performance Standards.   (d) Romania - an investment in Patria Credit (IFC/R2012-0271; /1, dated July 31 and August 3, 2012, respectively) in the form of a senior loan of up to RON 36.6 million (US$11 million   equivalent), authorized on August 10, 2012.   (e) Jamaica - an investment in MBJ ROS (IFC/R2012-0272, dated July 31, 2012) in the form of an "A" loan of up to US$7.5 million and a "B" loan of up to US$7.5 million, authorized on August   10, 2012.   (f) Ukraine - an investment in Astarta (IFC/R2012-0274, dated August 1, 2012) in the form of an "A" loan of up to US$50 million, authorized on August 13, 2012.   Use of IFC's FY12 Net Income: Retained Earnings and Designation of Retained Earnings   5. The Board of Directors recorded its approval on August 9, 2012 of the President's Memorandum   and Report entitled "Use of IFC's FY12 Net Income: Retained Earnings and Designation of Retained Earnings" (IFC/R2012-0254/1, dated July 5 and August 1, 2012, respectively) and adopted the following   resolutions:   Resolution No. IFC 2012-0055   TRANSFER OF NET INCOME TO UNDESIGNATED RETAINED EARNINGS   RESOLVED: THAT the Corporation’s FY12 Net Income of US$1,328 million shall be transferred   to undesignated retained earnings.   Resolution No. IFC 2012-0056   DESIGNATION OF RETAINED EARNINGS TO THE   FUNDING MECHANISM   FOR TECHNICAL ASSISTANCE AND ADVISORY SERVICES RESOLVED: THAT the Corporation be authorized to conclude the designation of US$80 million of retained earnings for IFC’s Funding Mechanism for Technical Assistance and Advisory Services in IFC’s Fiscal Year 2013 First Quarter financial statements as outlined in the report, substantially on the terms set forth therein. 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-   Resolution No. IFC 2012-0057   DESIGNATION OF RETAINED EARNINGS FOR GRANTS   TO THE INTERNATIONAL DEVELOPMENT ASSOCIATION   RESOLVED: THAT the Corporation be authorized to conclude the designation of US$340 million   of retained earnings in IFC's Fiscal Year 2013 financial statements for grants to the International Development Association for use by the Association in the form of grants in   furtherance of the Corporation's purposes, all as outlined in the report and substantially on the terms set forth therein.   Adjournment   6. The meeting adjourned at 11:16 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.