71879 FROM: Vice President and Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Tuesday, June 19, 2012, at 12:02 p.m. 1. There were present: CHAIR: L. Thunell, Executive Vice President EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS: A. Alkaffas (Alternate) K. Huber I. Alturki (Alternate) M.S.Kayad (Alternate) S. Aviel (Alternate) I. MacDonald (Temporary Alternate) D. Bohan (Alternate) S. Moorehead A. Brandt M. Muhtar (Alternate) P. Cipollone M. Ostos (Temporary Alternate) V. Dhanpaul (Alternate) D. Sandhu (Temporary Alternate) H. Dufey (Temporary Alternate) H.A.Taha J. Frieden J. Talat I. Garayo Orbe (Temporary Alternate) V. Tamozhnikov (Temporary Alternate) B. Han (Alternate) R. Treffers N. Hayashi J. Whitehead I. Hoven ALTERNATES NOT ACTING AS EXECUTIVE DIRECTORS: G. Alzetta W. Rissmann D. Kalyalya OFFICERS AND STAFF PARTICIPATING: J. Familiar, Vice President and S. Khairi, Vice President, CRFVP Corporate Secretary S.W. Choi, Director, CFABP R. Robbins, Vice President and B. Lauwers, Director, CFADR General Counsel, CLVVP C.O. Seydi, Director, CHADR R.-R.Kaldany, Vice President, CGIVP B. Geiser, Corporate Secretariat -2- IFC's FY13 Business Plan and Budget 2. The Board of Directors considered the President’s Memorandum and Report entitled "IFC's FY13 Business Plan and Budget" (IFC/R2012-0161; /1, dated May 22 and June 15, 2012, respectively) and approved the recommendations contained in the President’s Memorandum and set out in Section VII of the Report, as revised, primarily, a total administrative budget for FY13 of US$850.2 million. 3. The Board of Directors recorded its authorization for Management to proceed with the following investments under the Streamlined Procedure: (a) Cameroon - an investment in Africa Leasing Company (IFC/R2012-0205, dated May 31, 2012) in the form of equity of up to XAF 500 million (US$1 million equivalent), authorized on June 12, 2012. (b) Russian Federation - an investment in Russian Towers (IFC/R2012-0207, dated May 31, 2012) in the form of equity of up to US$20 million, authorized on June 12, 2012. (c) Russian Federation - an investment in Fora-Opportunity Russian Bank (Forus) Loan II (IFC/R2012-0208, dated May 31, 2012) in the form of a senior loan of up to US$4 million, authorized on June 12, 2012. (d) Croatia and India - investments in Same Deutz-Fahr Zetelice d.o.o. and Same Deutz-Fahr Private Limited (IFC/R2012-0209, dated May 31, 2012) in the form of an "A" loan of up to EUR 16 million (US$19.84 million equivalent) in Croatia, and an "A" loan of up to EUR 14 million (US$17.36 million equivalent) in India, authorized on June 12, 2012. (e) India - an investment in Alliance Tire (IFC/R2012-0210, dated May 31, 2012) in the form of an "A" loan of up to US$50 million, a "B" loan of up to US$30 million, and equity/quasi-equity of up to US$10 million, authorized on June 12, 2012. (f) Russian Federation - an investment in Chuvashia 2012 (IFC/R2012-0206, dated June 1, 2012) in the form of an "A" loan of up to RUB 1 billion (US$31.5 million equivalent), authorized on June 13, 2012. (g) Chile - an investment in Virgin Mobile Chile SpA (VMA) (IFC/R2012-0212, dated June 1, 2012) in the form of a senior loan of up to US$11 million, authorized on June 13, 2012. Mr. Solomon (via email dated June 13, 2012) wished to be recorded as opposed. (h) Sri Lanka - investments in RenewGen Environment Protection Kotte Private Limited (IFC/R2012-0213, dated June 1, 2012) in the form of equity/quasi-equity of up to US$2.2 million, an "A" loan of up to US$4 million in RenewGen in Sri Lanka, and equity/quasi-equity of up to US$2.8 million in a holding company in Singapore, authorized on June 13, 2012. Mr. Solomon (via email dated June 12, 2012) wished to be recorded as opposed. (i) World Region - an investment in Delta Partners Emerging Markets TMT Fund II, L.P. (IFC/R2012-0214, dated June 1, 2012) in the form of equity of up to US$20 million, authorized on June 13, 2012. (j) Ghana - an investment in A&C Development Company Limited (IFC/R2012-0215, dated June 1, 2012) in the form of an "A" loan of up to US$4.4 million, authorized on June 13, 2012. -3- (k) South Africa - an investment in Standard Chartered Bank South Africa for the Farmsecure Group (IFC/R2012-0216, dated June 1, 2012) in the form of a risk participation agreement of up to ZAR 500 million (US$59.8 million equivalent) with Standard Chartered Bank South Africa for financing lines to the Farmsecure Group, authorized on June 13, 2012. (l) Turkey - an investment in Super Film Ambalaj Sanayi ve Ticaret A.S. (IFC/R2012-0217, dated June 1, 2012) in the form of an "A" loan of up to US$45 million, authorized on June 13, 2012. (m) Turkey - an investment in Sanko Tekstil Isletmeleri Sanayi ve Ticaret A.S. (IFC/R2012-0218, dated June 1, 2012) in the form of a senior loan of up to US$25 million, authorized on June 13, 2012. Mr. Solomon (via email dated June 12, 2012) wished to be recorded as abstaining. (n) China - investments in SNF Taixing and SNF Rudong (IFC/R2012-0221, dated June 1, 2012) in the form of "A" loans in the aggregate amount of up to US$40 million, authorized on June 13, 2012. Mr. Solomon (via email dated June 12, 2012) wished to be recorded as abstaining. Philippines - Subscription in the Rights Issue of BDO Unibank, Inc. 4. The Board of Directors recorded its approval of the recommendation on June 12, 2012 contained in the President's Memorandum entitled "Philippines - Subscription in the Rights Issue of BDO Unibank, Inc." (IFC/R2012-0202, dated May 31, 2012) and adopted the following resolution: RESOLUTION NO. IFC 2012-0042 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 32 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 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. Mr. Solomon (via email dated June 12, 2012) wished to be recorded as abstaining. Adjournment 5. The meeting adjourned at 12:12 p.m.