70708     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, May 17, 2012, at 11:12 a.m.     1. There were present:   CO-CHAIRS:   I. Kobayashi, Executive Vice President R.-R. Kaldany, Vice President, CGIVP   EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:   A. Alkaffas (Alternate) M.-L. Morin   K. Alkhudairy (Temporary Alternate) T. Nishino (Temporary Alternate) C. Asike (Temporary Alternate) T. Paganini (Temporary Alternate)   M. Ayesu (Temporary Alternate) K. Panov (Temporary Alternate) S. Belajec (Temporary Alternate) M. Recente (Temporary Alternate)   H. Dufey (Temporary Alternate) J. Rosseel (Temporary Alternate) J. Frieden K.-W.Schmitter (Temporary Alternate)   I. Garayo Orbe (Temporary Alternate) H.A. Taha S. James (Alternate) A. Ubelis (Temporary Alternate)   M.S.Kayad (Alternate) N. Viggiolo (Temporary Alternate) N. Maddirala (Temporary Alternate) J. Whitehead   H. Manao F. Zang (Temporary Alternate) R. Mokate   ALTERNATE NOT ACTING AS EXECUTIVE DIRECTOR:   K. Dalrymple     OFFICERS AND STAFF PARTICIPATING: E. Marmolo, Acting Corporate Secretary Y. Charafi, CN2S6 A.-M.Betancourt, General Counsel, MIGLC Z. Lu, MIGOP D. Harris, Chief Counsel, CLEAA R. Krech, Corporate Secretariat E. Quintrell, Director, MIGOP 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-   Cote d'Ivoire - IFC Investment in Azito Energie S.A. (Phase III) and MIGA Guarantee to Globeleq Holdings (Azito) Limited   2. The Boards of Directors of IFC and MIGA considered the Memorandum and the Report from the   President (IFC/R2012-0143[MIGA/R2012-0025], dated May 4, 2012) on an IFC investment in Azito Energie S.A. (Phase III) and a MIGA Guarantee to Globeleq Holdings (Azito) Limited for its investment   in Azito Energie S.A., in Cote d'Ivoire. 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 2012-0032   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 5.1 and 5.2 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 a 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.   Adjournment   3. The meeting adjourned at 11:31 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.