75960       FROM: Vice President and Corporate Secretary     Minutes of Meeting of the Board of Directors of IFC,   held in the Board Room on Thursday, January 31, 2013, at 2:32 p.m.     1. There were present:   CHAIR:   R.-R. Kaldany, Vice President, CGIVP   EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:   H. Al-Ghwell (Temporary Alternate) I. MacDonald (Temporary Alternate) D. Bohan (Alternate) N. Meads (Temporary Alternate)   P. Cipollone E. Namjildorj (Temporary Alternate) M. Coronel (Temporary Alternate) Y. Nishii (Temporary Alternate)   S. Gooch (Temporary Alternate) M.S. Pamuksuz (Alternate) A. Hassan (Temporary Alternate) K. Panov (Temporary Alternate)   H. Hua (Temporary Alternate) R. Raineri (Alternate) J.-P. Julia (Alternate) W. Rissmann (Alternate)   M.S.Kayad (Alternate) L. Schneller (Temporary Alternate) M. Kivine (Temporary Alternate) R. Tan   A. Lamrani (Temporary Alternate) A. Thakur (Temporary Alternate) P. Larose (Alternate) R. Treffers   A. Lourenco (Alternate)   OFFICERS AND STAFF PARTICIPATING:   S.   Suleymanov, Acting Corporate Secretary L. Mousseau, CESI2 D. Harris, Acting General Counsel, CLVVP A. Naim, CLADH G. Baker, Director, CTGDR N. Turk, CTGPD V. Gouarne, Director, CNGDR S. Yamamoto, CNGPW G. Vegarra, Director, CMGAF M. Muleri, 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-   Dominican Republic - Investment in InterEnergy Holdings   2. The Board of Directors considered the President's Memorandum and a Report on an investment in InterEnergy Holdings in the Dominican Republic (IFC/R2012-0358; /1-2, dated November 14, November   28, 2012, and January 17, 2013, respectively) and adopted the following resolution:   RESOLUTION NO. IFC 2013-0004   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.   World Region - Investments in Critical Commodities Finance Program II (CCFP II), Bank of Tokyo-Mitsubishi UFJ Limited (CCFP-BTMU), and BNP Paribas (CCFP-BNPP)   3. The Board of Directors considered the President's Memorandum and a Report on investments in   the Critical Commodities Finance Program II (CCFP II), the Bank of Tokyo-Mitsubishi UFJ Limited (CCFP-BTMU), and BNP Paribas (CCFP-BNPP) in the World Region (IFC/R2013-0012, dated January   17, 2013) and adopted the following resolution:   RESOLUTION NO. IFC 2013-0005   RESOLVED:   (A) THAT the Corporation be authorized to proceed with the Program outlined in paragraphs 10.1 and 10.2 and conclude the transactions outlined in paragraphs 10.3   and 10.4 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. 4. The Board of Directors recorded its authorization for Management to proceed with the following investments under the Streamlined Procedure: 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-   (a) Afghanistan - an investment in Telecom Development Company Afghanistan Limited (Roshan)   (IFC/R2013-0006, dated January 7, 2013) in the form of an "A" loan of up to US$65 million, authorized on January 17, 2013.   (b) Brazil - an investment in Ser Educacional S.A. (IFC/R2013-0008, dated January 9, 2013) in the   form of an "A" loan of up to US$40 million, authorized on January 22, 2013.   (c) Mexico - an investment in Te Creemos, S.A. de C.V., S.F.P. – (Te Creemos II) (IFC/R2013-0009, dated January 11, 2013) in the form of a senior loan of up to MXN 65 million (US$5 million   equivalent), authorized on January 25, 2013.   (d) Sri Lanka - an investment in Commercial Bank of Ceylon (IFC/R2013-0010, dated January 14, 2013) in the form of a subordinated loan of up to US$75 million through IFC's Capitalization   (Subordinated Debt) Fund L.P., authorized on January 25, 2013. Mr. Solomon (via email dated January 25, 2013) wished to be recorded as opposed.   Europe and Central Asia - Rights Issue in European Fund for Southeast Europe   5. The Board of Directors recorded its approval on January 28, 2013 of the President's   Memorandum and Report entitled "Europe and Central Asia - Rights Issue in European Fund for Southeast Europe" (IFC/R2013-0011, dated January 16, 2013) and adopted the following resolution:   RESOLUTION NO. IFC 2013-0006   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in   paragraph 14 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.   Adjournment     6. The meeting adjourned at 3:45 p.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.