Minutes of a Meeting of the Board of Directors of IFC held in the Board Room on December 14 2017 at 10:05 a.m. 1. There were present: CHAIR: S. von Friedeburg, Vice President, IFC DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS DIRECTORS: M. Abdul Karim H.J. Kim A. Alkhalaf D. Kinder F. Bilbeisi A. Lushin O. Bougara P. Maleka B. Catzaras T. Mills E. Cipkute R. Pierini L. Dorling J. Scandiucci A. Fernando G. Schoenleitner R. Giordano T. Shimano W. Gruber E. Soto Mondez Y. Hu A. Subramani R. Kachur A. Thermann A. Kane OFFICERS AND STAFF PARTICIPATING: F. Zeidan, Deputy General Counsel A. Gibbs, Acting Vice President and Corporate Secretary B. Sheahan, Director G. Goldschmidt, Senior Manager R. Sandenburgh, Senior Manager G. Tiret, Investment Officer 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. Brazil - Investment in Celse 2. The Board of Directors authorized an investment in a form of an ‘A� loan of up to US$200 million equivalent in the form of a Brazilian Reais-linked local currency loan in Centrais Elétricas de Sergipe S.A. (“Celse�) in Brazil (IFC/R2017-0300, dated December 1, 2017) and adopted Resolution No. IFC 2017-0027. Mr. Tarbert wished to be recorded as abstaining. Adjournment 3. The meeting adjourned 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. Minutes of a Meeting of the Boards of Directors of IFC and MIGA held in the Board Room on December 14, 2017 at 11:17 a.m. 1. There were present: CHAIRS: S. von Friedeburg, Vice President, IFC and K. Honda, Executive Vice President and Chief Executive Officer, MIGA DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS DIRECTORS: M. Abdul Karim A. Kane A. Alkhalaf H. J. Kim D. Beer M. Krey-Jacobsen F. Bilbeisi F. Odey O. Bougara P. Pagano A. Carrigan K. Panov C. DeLuca R. Pierini M. Farnoux D. Quintero A. Fernando G. Schoenleitner W. Gruber A. Subramani W. Guo Y. Suzuki R. Hernandez A Thermann R. Kachur OFFICERS AND STAFF PARTICIPATING: F. Zeidan, Deputy General Counsel, IFC A. Kumar-Capoor, General Counsel, MIGA A. Gibbs, Acting Vice President and Corporate Secretary B. Sheahan, Director N. Thapar, Manager S. Suri, Director * R. Radji, Country Manager J.C. Pereira, Principal Investment Officer S. Johnson, Consultant * via videoconference 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. Guinea – IFC Investment in Sangarédi – GAC and MIGA Guarantee to ING Bank and Commercial Bank Lenders to cover a Non-Shareholder Loan to Sangarédi – GAC 2. The Board of Directors of IFC considered the President’s Memorandum and a Report on an investment in the form of an “A� loan of up to $150 million for IFC’s own account and a “B� loan of up to $250 million in Sangarédi – GAC in Guinea (IFC/R2017-0310[MIGA/R2017- 0090], dated December 1, 2017) and adopted Resolution No. IFC 2017-0028. The Board of Directors of MIGA considered the Report from the President on a MIGA guarantee of up to $267 million to ING Bank and commercial bank lenders to cover a non-shareholder loan in Sangarédi – GAC in Guinea (IFC/R2017-0310[MIGA/R2017-0090], dated December 1, 2017) and concurred with the issuance of the guarantee as set out in the President’s Memorandum. Mr. Tarbert wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 1:11 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. The following item(s) have been approved on an Absence-of-Objection Basis or have been authorized to proceed on a Streamlined Basis between December 13, 2017 and December 14, 2017 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Morocco –Loan - Casablanca Municipal Support Program-for-Results 1. The Executive Directors recorded their approval on December 13, 2017 of a loan with the sovereign guarantee from Morocco in the amount of Euro 172 million (US$200 million equivalent) to Morocco for the Casablanca Municipal Support Program-for-Results on the terms and conditions set out in the President’s Memorandum (R2017-0247, dated November 22, 2017). Burkina Faso – Development Policy Credit and Development Policy Grant – Second Energy and Fiscal Management Development Policy Financing 2. The Executive Directors recorded their approval on December 14, 2017 of a development policy credit in the amount of Euro 43 million (US$50 million equivalent) and a development policy grant in the amount of SDR 17.8 million (US$25 million equivalent) to Burkina Faso, to help finance the second of the two operations of the programmatic Energy and Fiscal Management Development Policy Financing series on the terms and conditions set out in the President’s Memorandum (IDA/R2017-0344; /2, dated November 21, 2017, and November 27, 2017, respectively). Colombia – Development Policy Loan - Second Sustainable Development and Green Growth Development Policy Financing 3. The Executive Directors recorded their approval on December 14, 2017 of a development policy loan in the amount of US$500 million to Colombia for the Second Sustainable Development and Green Growth Development Policy Financing on the terms and conditions set out in the President’s Memorandum (R2017-0244; /2, dated November 20, 2017, and December 4, 2017, respectively). Colombia – Loan - Enhancing Waterway Connectivity and Water Service Provision in Colombia’s Plan Pazcifico Project 4. The Executive Directors recorded their approval on December 14, 2017 of a loan with the guarantee from Colombia in the amount of US$41.9 million to the Fondo para el Desarrollo del Plan Todos Somos Pazcifico, represented by its Fiduciary Agent and Trustee Fiduciaria La Previsora, S.A. for the Enhancing Waterway Connectivity and Water Service Provision in Colombia’s Plan Pazcifico Project on the terms and conditions set out in the President’s Memorandum (R2017-0257, dated November 27, 2017). 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. Argentina – Loan - Northwestern Road Development Corridor Project 5. The Executive Directors recorded their approval on December 14, 2017 of a loan in the amount US$300 million to Argentina for the Northwestern Road Development Corridor Project on the terms and conditions set out in the President’s Memorandum (R2017-0248, dated November 27, 2017). Mr. De Villeroche, Mr. Tarbert and Ms. Robinson wished to be recorded as abstaining. Brazil – Loans - Support to the Upper Secondary Education Reform Operation 6. The Executive Directors recorded their approval on December 14, 2017 of two loans for a total amount of US$250 million to Brazil for the Support to the Upper Secondary Education Reform Operation on the terms and conditions set out in the President’s Memorandum (R2017- 0255, dated November 27, 2017). The Operation consists of a Program-for-Results portion, to be financed by a loan in the amount of US$221 million, and an Investment Project Financing portion, to be financed by a loan in the amount of US$29 million. Brazil – Global Environment Facility Grants - Amazon Sustainable Landscapes Project 7. The Executive Directors recorded their approval on December 14, 2017 of grants from the Global Environment Facility to Fundo Brasileiro para a Biodiversidade (FUNBIO) in the amount of US$30 million and to Conservation International do Brasil (CI-Brazil) in the amount of US$30.33 million for the Amazon Sustainable Landscapes Project on the terms and conditions set out in the President’s Memorandum (GEF/R2017-0019, dated November 30, 2017). *********************************************************************************** THE BOARD OF DIRECTORS OF IFC Vietnam – Investment in DNP Water 8. The Board of Directors authorized on December 13, 2017 an investment in Vietnam – DNP Water (IFC/R2017-0308, dated December 1, 2017) in the form of a convertible loan of up to US$24.9 million. Argentina – Investment in Vicentin S.A.I.C. for the Vicentin LTD Project 9. The Board of Directors authorized on December 13, 2017 an investment in Argentina – Vicentin S.A.I.C. for the Vicentin LTD Project (IFC/R2017-0306, dated December 1, 2017) in the form of a long-term working capital financing facility of up to US$226.7 million consisting of (i) an “A� loan of up to US$16.7 million; and (ii) a “B� loan of up to US$210 million. Africa Region – Investment in BIX Capital B. V. 10. The Board of Directors authorized on December 14, 2017 an investment in Sub-Saharan Africa Region – BIX Capital B. V. (IFC/R2017-0313, dated December 4, 2017) in the form of a senior loan of up to US$3.5 million. 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. Eastern Africa Region – Investment in Pearl Dairy Farms Ltd. for the Pearl Dairy II Project 11. The Board of Directors authorized on December 14, 2017 an investment in Eastern Africa Region – Pearl Dairy Farms Ltd. for the Pearl Dairy II Project (IFC/R2017-0309, dated December 4, 2017) in the form of an equity investment of up to US$10.5 million in Pearl Dairy Farms Ltd. for the Pearl Dairy II project in Uganda through a secondary share purchase via an intermediate holding company (HoldCo) registered in Mauritius, which will be managed and controlled by Abraaj. China – Investment in China Warehouses 12. The Board of Directors authorized on December 14, 2017 an investment in China - China Warehouses (IFC/R2017-0311, dated December 4, 2017) in the form of a straight equity of up to US$22.5 million in Carlyle China Rome Logistics, L.P. in China. IFC is also expecting to mobilize IFC Asset Management Company, LLC, a wholly owned subsidiary of IFC, to participate in the proposed project with up to US$22.5 million straight equity investment. Mr. Tarbert wished to be recorded as abstaining. Minutes of Previous Meetings 13. The Board of Directors of IFC recorded their approval on December 14, 2017 of the minutes of the meeting held on December 7, 2017 (IFC/XM2017-0005, dated December 7, 2017). 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.