THE WORLD BANK 0 -OA* WORLDBANKGROUP 25-Mar-2019 Date: Nadine Girault Minist re des Relations intemationales et de la Francophonie Gouvernement du Qu6bec 525, Ren&-Levesque Blvd E Qu6bec (Quebec) CANADA GIR5R9 Donation to the Adaptation Fund Trust Fund (TF No. 069013) Dear Madam Minister Girault: 1. We are pleased to acknowledge the intention of the Gouvernement du Qu6bec (the "Donor") to make a donation to the Adaptation Fund Trust Fund (TF No. 069013) (the "Trust Fund") in the amount of Three Million Canadian dollars (CAD 3 000 000 ) (the "Donation") in accordance with the terms of this agreement and the Terms and Conditions applicable to Donations to the Adaptation Fund Trust Fund attached hereto as Annex 1. Annex I constitutes an integral part of this letter (the "Letter"). 2. The Donor shall deposit the Donation into such bank account designated by the International Bank for Reconstruction and Development (the "IBRD"), as Trustee for the Adaptation Fund (the "Trustee"), promptly following countersignature of this Letter by the Donor and submission of a payment request by IBRD. 3. When making such deposit, the Donor shall instruct its bank to include in the payment details information (remittance advice) field of its SWIFT payment message, information indicating: the amount paid, that the payment is made by the Donor for the Adaptation Fund Trust Fund (TF No. 069013) (the Adaptation Fund Trust Fund), and the date of the payment (the "Payment Instruction"). In addition, the Donor shall provide a copy of Donor's Payment Instruction to the Trustee by e-mail sent to aftrustee(aworldbank.ore. 4. The Trustee shall convert the Donation funds into the holding currency of the Trust Fund, namely United States Dollars, promptly upon receipt of the Donation funds and the Payment Instruction containing the information specified in paragraph 3 at the exchange rate obtained by the Trustee on the date of the conversion. 5. Except as provided for in paragraph 3 above, the offices responsible for coordination of all matters related to the implementation of this Agreement are: For the Trustee: Dirk Reinermann Director Trust Funds and Partner Relations Development Finance The World Bank 1818 H St. NW Washington, DC 20433 Tel: +1202 473 7414 Fax: +1 202 522 2447 E-mail: aftrustee@worldbank.org For the Donor: Mr. Jean-Frangois Bernier Minist6re des Relations internationales et de la Francophonie Gouvernement du Qu6bec 525, Ren6-L6vesque Blvd E Quebec (Qudbec) CANADAGIR5R9 Tel: + 1 418 649 2400 Fax: + 1418 643-4047 E-mail: Jean-Francois.Bernierfa)mri.gouv.ge.ca 6. This Letter may be modified only by written consent between the parties. 7. For the purpose of this Letter, the term "Agreement" referred to in Annex 1 to this Letter will be deemed to refer to this Letter. 8. The IBRD will disclose this Letter and related information on this Trust Fund in accordance with the World Bank Policy on Access to Information. By entering into this Letter, the Donor consents to such disclosure. 9. Please confirm your agreement with the foregoing by signing, dating, and returning to us the enclosed copy of this Letter. Upon receipt by the Trustee of the copy of this Letter countersigned by you, the agreement contained herein will become effective as of the date of the countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Trustee for the Adaptation Fund Dirk Reinermann Director Trust Funds and Partner Relations Development Finance CONFIRMED AND AGREED: GOUVERNE NT DU QUEBEC 27-Mar-2019 By: A ~ G-<. Date:_________ Na e Gi It in' ronal Relations and La Francophonie Annex 1 Terms and Conditions applicable to Donations to the Adaptation Fund Trust Fund 1. Terms of Donation 1.1 In accordance with the Adaptation Fund Guidelines for Accepting Donations approved by the Adaptation Fund Board during its Eighth Meeting in Bonn from November 16-18, 2009 (the "Guidelines"), the Donation shall be unconditional and form part of the Adaptation Fund Trust Fund's general resources with no specific sectoral, regional or project-by-project earmarking of the Donation. 1.2 In accordance with the Guidelines, it is understood that the Donation: (i) shall not establish any membership or governance rights in the Adaptation Fund for the benefit of the Donor; (ii) is not intended to confer a special advantage or preference to the Donor in obtaining access to information not otherwise in the public domain, or to the Adaptation Fund Board, Secretariat, Trustee or staff; (iii) is not intended to confer a special advantage or preference to the Donor in competing with any other entity in relation to any Adaptation Fund procurement; and (iv) shall have no bearing on any ongoing or subsequent business decisions by, or opportunities with, the Adaptation Fund Board. 1.3 The Donor may use the Adaptation Fund logo, trademark or name only in the manner approved by the Adaptation Fund Board. Publicity about the Donation, press briefings and other materials on the Donation to be issued by the Donor shall be subject to prior written approval of the Adaptation Fund's Secretariat. 2. Administration of the Donation The Donation shall be administered by the Trustee in accordance with the terms of this Agreement, the Terms and Conditions of Services to be provided by the International Bank for Reconstruction and Development as Trustee for the Adaptation Fund, as may be amended from time to time, the relevant decisions of the Conference of the Parties serving as the meeting of the Parties to the Kyoto Protocol, and the decisions of the Adaptation Fund Board. 3. Reporting The Donor acknowledges that no separate reporting from the Trustee will be provided in connection with the use of the Donation. In accordance with the Guidelines, reports on the activities of the Adaptation Fund will be accessible through the Adaptation Fund website: www.adaptation-fund.ore. 4. Termination In accordance with the Guidelines, the Trustee may terminate this Agreement by giving the Donor sixty (60) days prior written notice and may return all or part of any uncommitted balance of the Donation to the Donor within sixty (60) business days of such notice. 5. Disclosure The Trustee may disclose this Agreement and the arrangements contemplated hereunder in accordance with the World Bank's policy on disclosure of information, in effect at the time of such disclosure. By entering into the Agreement, the Donor consents to its disclosure and of the arrangements contemplated hereunder. 6. Privileges and Immunities Nothing in this Agreement shall be considered a waiver of any privileges or immunities of the International Bank for Reconstruction and Development under its Articles of Agreement or any applicable law, all of which are expressly reserved.