72864     FROM: Vice President and Corporate Secretary     Minutes of Meeting of the Board of Directors of IFC,   held in the Board Room on Thursday, July 26, 2012, at 10:21 a.m.     1. There were present:   CHAIR:   R.-R. Kaldany, Acting Executive Vice President, IFC   EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:   S. Al Issa (Temporary Alternate) M. Muhtar (Alternate) K. Alkhudairy (Temporary Alternate) G. Mukai (Temporary Alternate)   M. Ayesu (Temporary Alternate) K. Panov (Temporary Alternate) F.A. Camarasa M.N. Prasad   P. Cipollone Z. Sani (Temporary Alternate) M. Garcia I. Solomon   I. Hoven R. Studart K. Huber W. Szczuka (Alternate)   S. James (Alternate) H.A. Taha J.-P. Julia (Alternate) R. Treffers   M.S. Kayad (Alternate) A. Ubelis (Temporary Alternate) W. Liu (Temporary Alternate) J. Whitehead   M.-L. Morin   ALTERNATES NOT ACTING AS EXECUTIVE DIRECTORS:   S. Aviel V. Dhanpaul K. Dalrymple D. Kalyalya   V. Daza Foronda   W. Rissmann OFFICERS AND STAFF PARTICIPATING: S. Suleymanov, Acting Corporate Secretary M. Huggins, CLEFG R. Robbins, Vice President and T. Kimura, CMGMF General Counsel, CLVVP Y. Saadat, CTGPD A. Mehta, Director, CMGDR S. Tamir, Corporate Secretariat 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-   Mauritania - Investment in Mauritania Trade Facility   2. The Board of Directors considered the President's Memorandum and a Report on an investment in Mauritania Trade Facility in Mauritania (IFC/R2012-0259, dated July 13, 2012) and adopted the   following resolution:   RESOLUTION NO. IFC 2012-0048   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 8.1 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 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. Fayolle, Ms. Hoven (via email dated July 25, 2012), and Mr. Huber wished to be recorded as abstaining. Ms. Brandt wished to be recorded as opposed.   3. The Board of Directors recorded its authorization for Management to proceed with the following   investments under the Streamlined Procedure:   (a) Nigeria - an investment in Diamond Bank Plc (IFC/R2012-0242, dated June 15, 2012) in the form of a subordinated convertible loan of up to US$47.2 million, authorized on June 27, 2012. Mr.   Solomon (via email dated June 26, 2012) wished to be recorded as abstaining.   (b) Guatemala - an investment in Seguros GyT S.A. (IFC/R2012-0246, dated June 25, 2012) in the form of equity of up to US$5.3 million, authorized on July 6, 2012.   (c) Turkey - an investment in Ozyegin University (IFC/R2012-0248, dated June 26, 2012) in the   form of an "A" loan of up to US$42.5 million, authorized on July 9, 2012.   (d) Moldova - an investment in Trans-Oil Group (IFC/R2012-0250, dated June 27, 2012) in the form of an “A” loan of up to US$25 million, a “B” loan of up to US$40 million, a “C” loan of up to     US$15 million, and detachable warrants of up to US$15 million, authorized on July 10, 2012. (e) Albania - an investment in Credins Bank (IFC/R2012-0251, dated July 2, 2012) in the form of a senior loan of up to EUR 9 million (US$11.2 million equivalent) and a senior loan of up to EUR 1 million (US$1.2 million equivalent) from IFC in its capacity as implementing agency for the Canada Climate Change Program, authorized on July 13, 2012. (f) Dominican Republic - an investment in Banco BHD (IFC/R2012-0252, dated July 5, 2012) in the form of a subordinated loan of up to US$25 million through IFC's Capitalization (Subordinated Debt) Fund L.P., authorized on July 17, 2012. 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.    -3-   (g) Peru - an investment in BBVA Banco Continental (IFC/R2012-0253, dated July 5, 2012) in the   form of an "A" loan of up to US$75 million and a "B" loan of up to US$100 million, authorized on July 17, 2012.   (h) MENA Region - an investment in SES Power (IFC/R2012-0255; /1, dated July 6 and July 11,   2012, respectively) in the form of equity of up to US$5.1 million and a senior loan of up to US$12 million, authorized on July 18, 2012.   Minutes of Previous Meetings   4. The Board of Directors recorded its approvals on June 28, 2012 of the Minutes of the meeting   held on June 12, 2012 (IFC/M2012-0042), on June 29, 2012 of the Minutes of the meeting held on May 24, 2012 (IFC/M2012-0038), and on July 2, 2012 of the Minutes of meetings held on May 17, 2012   (IFC/M2012-0034) and May 31, 2012 (IFC/M2012-0040).   Appointment of the President of the Corporation   5. The Board of Directors recorded its approval on June 29, 2012 of the recommendation contained in the Memorandum from the Chairman, Board of Directors of the Corporation, entitled "Appointment of   the President of the Corporation" (IFC/R2012-0249, dated June 28, 2012) and adopted the resolution attached thereto:   Resolution No. IFC 2012-0049   APPOINTMENT OF THE PRESIDENT OF THE CORPORATION   WHEREAS the Articles of Agreement provides that the President of the   Corporation shall be appointed by the Board of Directors on the recommendation of the Chairman;   WHEREAS Mr. Jim Yong Kim has been consulted and agrees to be   appointed to serve as President of the Corporation, effective July 1, 2012;   WHEREAS the Chairman has recommended that Mr. Jim Yong Kim be appointed to serve as President of the Corporation, effective from the date his   selection as President of the Bank shall become effective;     NOW THEREFORE it is resolved that: Mr. Jim Yong Kim be, and hereby is, appointed President of the Corporation, effective July 1, 2012, for so long as he shall hold office as President of the Bank. 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.    -4-   Amendment to the Articles of Agreement and 2010 Selective Capital Increase (Final Tally of Voting)   6. The Board of Directors recorded its approval on July 23, 2012 of the report from the Vice   President and Corporate Secretary and the record of voting attached thereto entitled "Amendment to the Articles of Agreement and 2010 Selective Capital Increase (Final Tally of Voting)" (IFC/R2012-0256,   dated July 12, 2012).   Adjournment   7. The meeting adjourned at 10:56 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.