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 22, 2017 at 9:43 a.m. 1. There were present: CHAIR: J.Y. Kim, President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: J. Allford F. Jimenez T. Almutairi N. Khosa J. Baker K. Koguchi S. Bouda P. Kunene A. Bvumbe A. Lushin O. Canuto P. Pagano H. de Villeroche C. Roberts S. Garg G. Schoenleitner W. Gruber M. Torero A. Hadiyanto S. Ulbaek M. Hasan Y. Yang F. Heemskerk J. Zattler C. Hogan OFFICERS AND STAFF PARTICIPATING: S. Okoro, Senior Vice President and General Counsel Y. Tsikata, Vice President and Corporate Secretary S. Yang, Managing Director and WBG Chief Administrative Officer J. Levy, Managing Director and WBG Chief Financial Officer K. Georgieva, Chief Executive Officer, IBRD/IDA K. Honda, Executive Vice President and Chief Executive Officer, MIGA A. Kumar-Capoor, General Counsel, MIGA S. von Friedeburg, Vice President, IFC K. Meighan, Manager, IFC 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. FY18 World Bank Budget 2. The Executive Directors considered the President’s Memorandum and Report entitled “FY18 World Bank Budget (R2017-0124[IDA/R2017-0172], dated May 17, 2017) and approved the recommendations contained in the last paragraph of the President’s Memorandum and detailed in Section 1.2 of the Bank’s Budget document. Ms. Mathiasen wished to be recorded as abstaining. IFC FY18 Budget: Implementing IFC 3.0 3. The Board of Directors considered the President’s Memorandum and a Report entitled “IFC FY18 Budget: Implementing IFC 3.0� (IFC/R2017-0136; /1, dated May 17, 2017, and June 20, 2017, respectively) and approved the proposal presented in Section V of IFC’s Budget document. Ms. Mathiasen and Ms. Robinson wished to be recorded as abstaining. MIGA FY18 Budget 4. The Board of Directors considered the Memorandum from the President and the Report entitled “MIGA’s FY18 Budget� (MIGA/R2017-0047; /1, dated May 26, 2017, and June 19, 2017, respectively) and approved the budget proposal as set forth in Chapter 4 of MIGA’s Budget document. Ms. Mathiasen and Ms. Robinson wished to be recorded as abstaining. Other Business 5. Following the recommendation of the Dean and Co-Dean, on December 6 2016, the Executive Directors approved the terms and conditions of appointment of Dr. Jim Yong Kim as President of the World Bank Group on an absence of objection basis. The text of the contract will be publicly disclosed on the World Bank’s external website on July 1, 2017. Adjournment 6. The meeting adjourned at 12:09 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 21, 2017 and June 22, 2017 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Afghanistan - Afghanistan Second Skills Development Project - Restructuring 1. The Executive Directors recorded their approval on June 21, 2017 of the recommendation contained in paragraph 5 of the President’s Memorandum entitled “Afghanistan - Afghanistan Second Skills Development Project – Proposal to Restructure� (IDA/R2017-0225, dated June 12, 2017). Allocation of FY17 Net Income and Waivers of Loan Charges for FY18 2. The Executive Directors recorded their approval on June 22, 2017 of the recommendations contained in paragraphs 23 (A), ii), iii), and iv) of the President's Memorandum entitled "Allocation of FY17 Net Income and Waivers of Loan Charges for FY18" (R2017-0133; /1, dated May 26, 2017, and June 19, 2017, respectively), subject to ratification by the Executive Directors following approval of the IBRD’s and IDA’s FY17 financial statements in August 2017. Mr. Lushin wished to be recorded as abstaining. IBRD Annual Financial Risk Report and FY18 Single Borrower Limit 3. The Executive Directors recorded their approval on June 22, 2017 of the recommendation contained in Section 7 paragraph 176 of the President’s Memorandum entitled “IBRD Annual Financial Risk Report and FY18 Single Borrower Limit� (R2017-0135; /1, dated May 31, 2017 and June 19, 2017, respectively). Vietnam - Credit - Central Highlands Connectivity Improvement Project 4. The Executive Directors recorded their approval on June 22, 2017 of a credit to Vietnam in the amount of SDR 109.4 million (US$150 million equivalent) for the Central Highlands Connectivity Improvement Project on the terms and conditions set out in the President’s Memorandum (IDA/R2017-0207, dated June 5, 2017). Vietnam – Credit - Forest Sector Modernization and Coastal Resilience Enhancement Project 5. The Executive Directors recorded their approval on June 14, 2017 of a credit to Vietnam in the amount of SDR 109.5 million (US$150 million equivalent) for the Forest Sector Modernization and Coastal Resilience Enhancement Project on the terms and conditions set out in the President’s Memorandum (IDA/R2017-0205, dated June 5, 2017). 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. Kyrgyz Republic – Additional Credit and Grant – Sustainable Rural Water Supply and Sanitation Development Project 6. The Executive Directors recorded their approval on June 14, 2017 of financing of SDR 26.4 million (US$36.0 million equivalent), consisting of an additional credit in the amount of SDR 14.5 million (US$19.8 million equivalent) and an additional grant in the amount of SDR 11.9 million (US$16.2 million equivalent), for the Sustainable Rural Water Supply and Sanitation Development Project on the terms and conditions set out in the President’s Memorandum (IDA/R2017-0194, dated June 5, 2017). ***************************************************************************** THE BOARD OF DIRECTORS OF IFC Bangladesh – Investment in Brac Bank Limited (Brac Women Banking) 7. The Board of Directors authorized on June 21, 2017 an investment in Bangladesh - Brac Bank Limited (Brac Women Banking) (IFC/R2017-0188, dated June 9, 2017) in the form of a senior loan of up to US$50 million. India – Investment in Tata Cleantech Capital Limited (DCM TCCL Green Bond) 8. The Board of Directors authorized on June 21, 2017 an investment in India - Tata Cleantech Capital Limited (DCM TCCL Green Bond) (IFC/R2017-0182, dated June 9, 2017) in a form of debt of up to INR 2,600 million (approximately US$40 million equivalent). Tanzania – Investment in National Microfinance Bank Plc (NMB Tanzania) 9. The Board of Directors authorized on June 22, 2017 an investment in Tanzania - National Microfinance Bank Plc (NMB Tanzania) (IFC/R2017-0186, dated June 12, 2017) in the form of a loan of up to US$125 million consisting of: (i) A senior loan of up to US$60 million to support the Bank’s lending program to MSMEs; (ii) An agricultural commodity finance facility of up to US$35 million under IFC’s Global Warehouse Finance Program (GWFP); (iii) A potential subordinated C loan of up to US$30 million for IFC’s own account. India – Investment in JK Paper Limited for the JK Paper III Project 10. The Board of Directors authorized on June 22, 2017 an investment in India - JK Paper Limited for the JK Paper III Project (IFC/R2017-0187, dated June 12, 2017) in the form of non- convertible debentures of up to INR3,350 million (approximately US$50 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. India - Investment in Kedaara Fund II 11. The Board of Directors authorized on June 22, 2017 an investment in India - Kedaara Fund II (IFC/R2017-0183, dated June 12, 2017) in the form of equity investment of up to US$30 million, not to exceed 20 percent of total fund commitments. India - Investment in Max Healthcare Institute Limited for the Max SCH Project 12. The Board of Directors authorized on June 22, 2017 an investment in India - Max Healthcare Institute Limited for the Max SCH Project (IFC/R2017-0185, dated June 12, 2017) in the form of secured nonconvertible debentures of up to INR 4,839 million (approximately US$75 million). Sri Lanka - Investment in Commercial Bank of Ceylon PLC 13. The Board of Directors authorized on June 22, 2017 an investment in Sri Lanka - Commercial Bank of Ceylon PLC (IFC/R2017-0184, dated June 12, 2017) of up to US$100 million. THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, AND THE BOARD OF DIRECTORS OF IFC Public Access Requests for Board Records that are either Restricted or Not Eligible for Immediate Declassification and Disclosure Batch 2017-2(Case Nos. AI4473, AI4728, AI4892, AI4893) - Recommendation to the Board 14. The Executive Directors of the Bank and IDA and the Board of Directors of IFC recorded their approval on June 22, 2017 of the recommendation contained in paragraph 7 of the document entitled “Public Access Requests for Board Records that are either Restricted or Not Eligible for Immediate Declassification and Disclosure Batch 2017-2(Case Nos. AI4473, AI4728, AI4892, AI4893) - Recommendation to the Board" (R2017-0151[IDA/R2017-0232]) and, R2017-0167[IDA/R2017-0253,IFC/R2017-0200), dated June 13, 2017, and June 22, 2017, 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.