OFFICIAL DOCUMENTS GFF GRANT NUMBER TFA5483 Global Financing Facility Grant Agreement (Essential Health Services Access Project) between REPUBLIC OF THE UNION OF MYANMAR and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman Every Child - I - GLOBAL FINANCING FACILITY GRANT AGREEMENT AGREEMENT between the REPUBLIC OF THE UNION OF MYANMAR ("Recipient") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION ("Bank"), acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman Every Child ("GFF"). WHEREAS (A) under an agreement, dated February 5, 2015, between the Recipient and the Bank ("Original Financing Agreement"), the Bank agreed to provide the Recipient with a credit ("Original Credit") in an amount equivalent to sixty-five million four hundred thousand Special Drawing Rights (SDR 65,400,000) to assist in financing the Essential Health Services Project described in Schedule I to the Original Financing Agreement ("Original Project"); (B) the Recipient has also requested the Bank to provide additional assistance towards the financing of the Original Project, and the Bank has agreed to make available a credit to the Recipient ("Financing") in an amount equivalent to seventy three million three hundred thousand Special Drawing Rights (SDR73,300,000) to assist in the financing of the Original Project, and additional activities thereunder, as described in the amended and restated description of the project ("Project") in Schedule 1 to the Financing Agreement (Providing Additional Financing and Amending and Restating the Original Financing Agreement) of even date herewith the Recipient and the Bank ("Financing Agreement"); and (C) the Recipient, having satisfied itself as to the feasibility and priority of the Project described in Schedule I to the Amended and Restated Financing Agreement, has requested the Bank to extend a grant from the GFF trust fund as provided in Section 3.01 of this Agreement, to assist in the financing of Part 2.1 & 2.2 of the Project; and WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to extend a grant from the GFF trust fund to the Recipient upon the terms and conditions set forth in this Agreement; NOW THEREFORE, the Recipient and the Bank hereby agree as follows: Article I Standard Conditions; Definitions 1.01. The Standard Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. -2- 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions, this Agreement (including the Preamble hereto), and the Appendix to the Financing Agreement, as the case may be. Article II The Project 2.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project through its Ministry of Health and Sports in accordance with the provisions of Article 11 of the Standard Conditions and Schedule 2 to this Agreement. Article III The Grant 3.01 The Bank agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount not exceeding ten million United States Dollars ($10,000,000) ("Grant") to assist in financing Part 2.1 & 2.2 of the Project. 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section III of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the GFF trust fund for which the Bank receives periodic contributions from the donors to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Effectiveness; Termination 4.01. This Agreement shall not become effective until evidence satisfactory to the Bank has been furnished to the Bank that the conditions specified below have been satisfied: (a) The execution and delivery of this Agreement on behalf of the Recipient have been duly authorized or ratified by all necessary governmental action. (b) The Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Recipient to -3- make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 4.02. As part of the evidence to be furnished pursuant to Section 4.01 (a), there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank or, if the Bank so requests, a certificate satisfactory to the Bank of a competent official of the Recipient, showing, on behalf of the Recipient, that this Agreement has been duly authorized or ratified by, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms. 4.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 4.01 ("Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 4.04. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The Bank shall promptly notify the Recipient of such later date. Article V Recipient's Representative; Addresses 5.01. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is its Minister at the time responsible for finance 5.02. The Recipient's Address is: Ministry of Planning, Finance and Industry Building No. 26 Nay Pyi Taw Myanmar Facsimile: 95-67-410-198 E-mail: -4- iirid.ioandcall@gmail.com 5.03. The Bank's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Facsimile: 1-202-477-6391 E-mail: myanmar@worldbank.org -5- AGREED as of the as of the later of the two signature dates below: REPUBLIC OF THE UNION MYANMAR By Authorized Representative Name: i to rt Title:$iailcc C1 ~e]~~cc~~~r~i Date: L 3 ?C INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman Every Child By Authorized Representative Name: Mariam J. Sherman Title: Country Director for Myanmar, Cambodia and Lao PDR The World Bank, East Asia and Pacific Region -6- SCHEDULE 1 Project Description The objective of the Project is to increase coverage of essential health services of adequate quality, with a focus on maternal, newborn and child health, and, in the event of an Eligible Crisis or Emergency, to provide immediate and effective response to said Eligible Crisis or Emergency. The Project consists of the parts described in Schedule I to the Amended and Restated Financing Agreement. -7- SCHEDULE 2 Project Execution Section 1. Implementation Provisions A. General Section I (Implementation Arrangements) of Schedule 1 to the Financing Agreement is hereby incorporated by reference and shall apply, mutatis mutandis, to this Agreement, and the Recipient undertakes to comply with the provisions thereof to the same extent as if such provisions had been set out in full in this Agreement, provided that for the purposes of this Agreement: (1) the references to the "Financing" in said Sections shall be construed as references to the Grant provided for under this Agreement; and (2) the references to the "Association" in said Sections shall be construed as references to the Bank; B. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. Section II. Proiect Monitoring, Reporting and Evaluation A. Progress Reports The Recipient shall monitor and evaluate the progress of the Project and prepare Progress Reports in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of indicators acceptable to the Bank and specified in the Project Operations Manual. Each Progress Report shall cover one Fiscal Year, and shall be furnished to the Bank not later than January 31 after the end of such year. Section III. Withdrawal of the Proceeds of the Grant A. General 1. The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article Ill of the Standard Conditions and this Section to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant ("Category"), the allocations of the -8- amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Eligible Expenditure 7,000,000 100% of the DLI Values to Programs under Part 2.1 be financed out of the of the Project proceeds of the Grant as specified in Schedule 4 to the Financing Agreement (2) Goods, non-consulting 3,000,000 100% of Eligible services, consulting Expenditures specified in services, Training and the Annual Work Plans Workshops, and Operating and Budgets Costs under Part 2.2 of the Project TOTAL AMOUNT 10,000,000 B. Withdrawal Conditions; Withdrawal Period I. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) for payments made prior the date of this Agreement; and (b) for Eligible Expenditure Programs under Category (1), unless and until the Recipient has: (i) furnished evidence satisfactory to the Bank in accordance with the verification protocol set forth in the Project Operations Manual that the Recipient has achieved the respective DLI Targets set forth in Section II of Schedule 4 to the Amended and Restated Financing Agreement against which withdrawal is requested; and (ii) complied with the additional instructions referred to in Section ll.A of this Schedule, including furnished to the Bank the interim unaudited financial reports documenting the incurrence of Eligible Expenditure Programs. -9- 2. Notwithstanding the provisions of Parts A and B.1 of this Section, the amount of the Grant to be withdrawn upon the verified achievement of any DLI Target shall correspond to the DLI Value of such DLI Target as set forth to be financed out of the proceeds of the Grant Schedule 4 to the Financing Agreement. 3. Notwithstanding the provisions of Part B.I (b) of this Section, the Recipient may withdraw as an advance under Category (1): (a) a first advance in an amount equivalent to 50% of the total DLI Values to be financed out ofthe proceeds of the Grant against the DLI Targets which are set to be achieved during a given Fiscal Year; and (b) a further advance in an amount equivalent to the remaining 50% of the total DLI Values to be financed out of the proceeds of the Grant against the DLI Targets which are set to be achieved during such Fiscal Year; provided however that if any of the DLI Targets for such Fiscal Year, in the opinion of the Bank, are not achieved or are only partially achieved by the relevant DLI Target Achievement Date, then: (a) the amount of the further advance for any subsequent Fiscal Year shall be reduced by an amount corresponding to the amount of the DLI Value(s) (or portion of such amount as applicable) of the unachieved or partially unachieved DLI Target(s); or (b) in the case any DLI Target(s) remaining unachieved or partially unachieved after the Closing Date, the Recipient shall refund to the Bank the amount of all advances made under this paragraph 3 (a) and (b) corresponding to the amount of the DLI Value(s) (or portion of such amount as applicable) of the unachieved or partially unachieved DLI Target(s), promptly upon notice thereof by the Bank. Except as otherwise agreed with the Recipient, the Bank shall cancel the amount so refunded. 4. Notwithstanding the provisions of Part B.1 (b) of this Section, if the Bank shall determine, based on the evidence furnished by the Recipient under paragraph I of this Part B, that any DLI Target has not been achieved by its DLI Target Achievement Date, the Bank may in its sole discretion, by notice to the Recipient: (a) withhold in whole or in part the amount of the Grant allocated to such DLI Target; (b) disburse in whole or in part the amount of the Grant allocated to such DLI Target at any later time if and when such DLI Target is actually completed, to the extent that such completion remains feasible at a later time; (c) reallocate in whole or in part any withheld amount of the Grant allocated to such DLI Target; and/or (d) cancel in whole or in part any withheld amount of the Grant allocated to such DLI Target. 5. The Closing Date is September 30, 2024. - 10 - APPENDIX Definitions 1. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 2. "Signature Date" means the later of the two dates on which the Recipient and the Bank signed this Agreement and such definition applies to all references to "the date of the Grant Agreement" in the Standard Conditions. 3. "Standard Conditions" means the "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds", dated February 25, 2019.