76286


 FROM:        Vice President and Corporate Secretary




                     Minutes of Joint Meeting of the Boards of Directors of IFC and MIGA,
                    held in the Board Room on Thursday, February 28, 2013, at 10:19 a.m.




    1.       There were present:

                                                            CO-CHAIRs:

                                                J.Y. Cai, Executive Vice President
                                            I. Kobayashi, Executive Vice President


    EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:

  I.    Alturki (Alternate)       D.    Kalyalya
 S.    Annamalai                 M.S. Kayad (Alternate)
  M. Ayesu (Temporary Alternate)  A.    Lourenco (Alternate)
 A. Brandt                       M.-L. Morin
  J.J. Bravo                      L.    Palma (Temporary Alternate)
 C.G. Forcieri                   M.S. Pamuksuz (Alternate)
  J.    Frieden                   M.N. Prasad
 V. Grishin                      I.    Solomon
  B.    Han (Alternate)           H.    Suzuki
 M. Hasan                        R.    Tan
  G. Hines                        R.    Treffers
 I.    Hoven                     J.    Whitehead*
  J.-P. Julia (Alternate)

  *Via Videoconference
                           
  ALTERNATES NOT ACTING AS EXECUTIVE DIRECTORS:

    S.      Aviel                                               S.      James
    G.      Balcytyte                                           P.      Larose
    I.-K.   Cho                                                 R.      Raineri
    J.      Harris                                              W.      Szczuka




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-



 OFFICERS AND STAFF PARTICIPATING:

 J.      Familiar, Vice President and                                      K.       Lu, Director, MIGSG*
          Corporate Secretary                                               T.       Butler, CNGMI
 A.      Kumar-Capoor, Chief Counsel, MIGLC                                H.-C.    Cho, CEAR4*
  F.      Zeidan, Senior Manager, CLELM                                     C.       Gevers, EACMF*
 M.      Wormser, Vice President and                                       B.       McNamara, CNGMI
          Chief Operating Officer, MIGCO                                    L.       Ikiring, Corporate Secretariat
 K.      Finkelston, Vice President, CAPVP

         *Via Videoconference

 Mongolia - IFC Investment in Oyu Tolgoi and MIGA Guarantee to Standard Chartered Bank and
  “Other yet to be Identified” Lenders

  2.       The Boards of Directors of IFC and MIGA considered the President’s Memorandum and Report
 (IFC/R2013-0033[MIGA/R2013-0011], dated February 14, 2013) on an IFC investment in Oyu Tolgoi in
  Mongolia and a MIGA Guarantee to Standard Chartered Bank and “other yet to be identified” lenders.
 The Board of Directors of MIGA concurred in the issuance of the guarantee on the terms and conditions
  set out in the President’s Report and the Board of Directors of IFC adopted the following resolution :

                                 RESOLUTION NO. IFC 2013-0011

           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, the Executive Vice President, a Vice President, the Vice
                    President and General Counsel, the Deputy General Counsel, a Department
                   Director, 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 wished to be recorded as abstaining on the IFC investment and the MIGA guarantee.

    Adjournment
                                
    3.      The meeting adjourned at 11:12 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.