-2- 88459 FROM: The Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Thursday, May 29, 2014 at 10:05 a.m. 1. There were present: CHAIR: J.-Y. Cai, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: S. Al Issa R. Kutzley K. Alkhudairy P. Lezhava G. Alzetta A. Mendes Dias S. Annamalai E. Miagkov P. Cipollone G. Mukai H. Coutanche A. Ncube H. de Villeroche J. Nuno Garcia C. Forcieri D. Pedro B. Han S. Smith I. Hoven R. Studart N. Khosa W. Szczuka M. Kivine M. Tareque M. Willcock OFFICERS AND STAFF PARTICIPATING: E. Tafara, Vice President & General Counsel M. Mohieldin, The Corporate Secretary * D. Tsitsiragos, Vice President * A. Mehta, Director R. Alimardanov, Country Manager N. Tsiskaridze, Senior Counsel R. Eskinazi, Senior Investment Officer O. Schmidt, Principal Investment Officer K. Kumar, Strategy Officer J. Graham, Principal Environmental Specialist B. Dack, Principal Industry Specialist * 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. -3- Ukraine - Investment in Myronivsky Hliboproduct for the MHP Corp Loan 2. The Board of Directors considered the President's Memorandum and a Report on aninvestment by IFC in the form of: (i) an “A” loan of up to US$100 million for IFC’s own account; (ii) a loan of up to US$75 million from IFC acting in its capacity as the implementing entity for the Managed Co-lending Portfolio Program, and (iii) a “B” loan of up to US$75 million from participating banks to Myronivsky Hliboproduct in Ukraine (IFC/R2014-0163 dated May 15, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0023 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. Ms. Santala wished to be recorded as abstaining. World Region - Auchan Global I 3. The Board of Directors considered the President's Memorandum and a Report on an investment by IFC of up to €250 million facility for its own account in Auchan Global I in the World Region, of which (i) an “A” loan of up to €110 million equivalent in Russian Rubles will be made to Atak OOO, in the Russian Federation, and (ii) an “A” loan of up to US$20 million and an equity subscription of up to US$5 million will be made to a company to be incorporated by Auchan Global in the Socialist Republic of Vietnam (IFC/R2014-0030; /3, dated May 2, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0024 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 7.1, 7.2, and 7.3 of the attached report substantially on the terms therein set forth; and 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- (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. Smith wished to be recorded as opposing. Mr. Alzetta, Ms. Aviel, Ms. Hines and Ms. Santala wished to be recorded as abstaining. Adjournment 4. The meeting adjourned at 11:33 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. -5- Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, and the Board of Directors of IFC held in the Board Room on May 29, 2014 at 11:35 a.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: J. Abdul Ghaffar Y. Kato G. Alzetta N. Khosa S. Annamalai L. Laraia G. Balcytyte S. Lumala J. Bravo P. Maleka A. Cisse M. Prasad D. Crane I. Slimani-Houti V. Daza Foronda P. Snisorenko M. Ehui P. Stevens B. Han W. Szczuka J. Harris R. Tan I. Hoven M. Willcock Z. Kalezic OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President and General Counsel A. Gibbs, Acting Corporate Secretary A. van Trotsenburg, Regional Vice President S. Shetty, Sector Director * S. Pimenta, Director, IFC * F. Drees-Gross, Country Director G. Murray, Regional Manager, IFC A. Leith, Operations Officer J. Sansbury, Country Program Coordinator * 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. -6- Micronesia - Country Partnership Strategy 2. The Executive Directors discussed the joint IDA/IFC Country Partnership Strategy for Micronesia for the period FY2014-2017 (IDA/R2014-0156[IFC/R2014-0131], dated May 6, 2014). Adjournment 3. The meeting adjourned at 12:41 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. -7- FROM: The Corporate Secretary Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, and the Boards of Directors of IFC and MIGA held in the Board Room on May 29, 2014 at 12:41 p.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: J. Abdul Ghaffar N. Khosa G. Alzetta R. Kutzley S. Annamalai F. Mercusa J. Bravo E. Miagkov A. Cisse C. Milambo V. Daza Foronda M. Ndoye M. Ehui A. Odey R. Gruninger M. Prasad B. Han P. Santala I. Hoven P. Stevens Z. Kalezic R. Tan Y. Kato M. Willcock E. Kearns OFFICERS AND STAFF PARTICIPATING: S. Musiime, Chief Counsel A. Gibbs, Acting Corporate Secretary A. Nishio, Acting Regional Vice President * K. Finkelston, Vice President, IFC * J. Zutt, Country Director * K. Kelhofer, Country Manager, IFC S. Singh, Chief Investment Officer, IFC P. Barbour, Senior Risk Management Officer, MIGA J. Widmann, Senior Country Officer A. Pitt, Mission Chief for Nepal, IMF * 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. -8- Nepal - Country Partnership Strategy 2. The Executive Directors discussed the joint IDA/IFC/MIGA Country Partnership Strategy for Nepal for the period FY2014-2018 (R2014-0158[IFC/R2014-0133, MIGA/R-0028], dated May 6, 2014). Adjournment 3. The meeting adjourned at 1:51 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. FROM: The Corporate Secretary -9- Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, and the Board of Directors of MIGA held in the Board Room on May 29, 2014 at 2:50 p.m. 1. There were present: CHAIRS: Sri Mulyani Indrawati, Managing Director and Keiko Honda, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: G. Alzetta B. Knoedler L.K. Atheeq L. Laraia F. Bilbeisi W. Liu B. Charassangsomboon A. Marks A. Cisse A. Mendes Dias A. Clark R. Nakanaga V. Daza Foronda M. Odey A. Delaunay P. Snisorenko U. Hoveka P. Stevens S Jin W. Szczuka F Johsson R. Tan Y. Kato C. Tortola Sebastian N. Khosa OFFICERS AND STAFF PARTICIPATING: H. Abushakra, Chief Counsel A.-M. Betancourt, General Counsel, MIGA A. Gibbs, Acting Corporate Secretary J. Walliser, Acting Vice President M. Wormser, Vice President and Chef Operating Officer, MIGA V. Songwe, Country Director J. Saghir, Director A. Burgul, Senior Underwriter, MIGA M. Cherif, Senior Energy Economist 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. - 10 - Mali, Mauritania and Senegal - Banda Gas to Power Project 2. The Executive Directors of IDA and the MIGA Board of Directors: approved three IDA Partial Risk Guarantees (PRGs): (1) with respect to Mauritania, an IDA PRG to enhance the creditworthiness of the Société de Production d’Electricité à partir du Gaz (Gas-Fired Electricity Production Company in Mauritania) in an amount up to US$130 million; (2) with respect to Senegal, an IDA PRG to enhance the creditworthiness of the Société Nationale d’Electricité du Sénégal (National Power Utility of Senegal) in an amount up to US$99 million, and (3) with respect to Mali, an IDA PRG to enhance the creditworthiness of the Energie du Mali (Power Utility of Mali) in an amount up to US$32 million; and concurred with a MIGA guarantee in Mauritania in the amount up to US$585 million for the Sponsors’ investments in the Banda Gas to Power Project, on the terms and conditions set out in the President’s Memorandum and Recommendation. Ms. Aviel wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 3:28 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. - 11 - FROM: The Corporate Secretary Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, held in the Board Room on May 29, 2014 at 3:28 p.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov L. Laraia H. Al-Ghwell J. Lehmusvaara F. Alzetta W. Liu L.K. Atheeq A. Marks B. Charassangsomboon A. Mendes Dias A. Cisse R. Nakanaga V. Clark M. Odey A. Delaunay J. Scandiucci Filho M. Fikre P. Stevens U Hoveka W. Szczuka Y. Kato C. Tortola Sebastian N. Khosa J. Villena Petrosino B. Knoedler OFFICERS AND STAFF PARTICIPATING: H. Abushakra, Chief Counsel A. Gibbs, Acting Corporate Secretary J. Walliser, Acting Vice President J. Saghir, Director C. Bruce, Director J. Kamkwalala, Sector Manager, Water * C. Tovey, Senior Water Resources Specialist A. Bezeredi, Regional Environmental and Safeguards Advisor * 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. - 12 - Niger - First Part of the Second Phase of the Niger Basin Water Resources Development and Sustainable Ecosystems Management Program 2. The Executive Directors considered the President’s Memorandum and Recommendation (IDA/R2014-0153, dated May 23, 2014) and approved a credit in the amount of US$41.24 million credit and a proposed grant in the amount of US$13.65 million grant to Niger, and a grant of SDR 0.2 million (US$0.31 million equivalent) to the Niger Basin Authority for the First Part of the Second Phase of the Niger Basin Water Resources Development and Sustainable Ecosystems Management Program, on the terms and conditions set out in the President’s Memorandum. Ms. Aviel wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 3:58 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. - 13 - The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between May 28, 2014 and May 29, 2014: THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: For Approval of the Centre for Coordination of Agricultural Research and Development For Southern Africa - Multi Donor Trust Fund to Finance Activities in Zimbabwe, A Member in the IBRD/IDA Blend Category in Arrears 1. The Executive Directors recorded their approval on May 28, 2014 of the recommendations contained in paragraph 4 of the President's Memorandum entitled " For Approval of the Centre for Coordination of Agricultural Research and Development For Southern Africa (CCARDESA) - Multi Donor Trust Fund to Finance Activities in Zimbabwe, A Member in the IBRD/IDA Blend Category in Arrears” (R2014-0110 [IDA/R2014-0192, dated May 16, 2014). Ms. Aviel wished to be recorded as opposing. Ms. Hoven wished to be recorded as abstaining. Tonga – Grant and Credit - Cyclone Ian Reconstruction and Climate Resilience Project 2. The Executive Directors recorded their approval on May 28, 2014 of the grant and credit to Tonga from the Crisis Response Window for a Cyclone Ian Reconstruction and Climate Resilience Project, in the amount of SDR 3.9 million (US$6 million equivalent); and SDR 3.9 million (US$6 million equivalent) respectively, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0184, dated May 16, 2014). Albania – Loan - First Public Finance Development Policy Loan 3. The Executive Directors recorded their approval on May 29, 2014 of the development policy loan to Albania for a First Public Finance Development Policy Loan in the amount of EUR 87 million (US$120 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2014-0088, dated May 7, 2014). Nepal – Credit and Grant – Rural Water Supply and Sanitation Improvement Project 4. The Executive Directors recorded their approval on May 29, 2014 of the credit and grant to Nepal for a Rural Water Supply and Sanitation Improvement Project in the amount of SDR 32.4 million (US$50 million equivalent) and SDR 14.3 million (US$22 million equivalent) respectively, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0145, dated May 8, 2014). 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. - 14 - Ethiopia – Credit and Grant – Geothermal Sector Development Project 5. The Executive Directors recorded their approval on May 29, 2014 of the credit and grant from the Program for Scaling-up Renewable Energy in Low Income Countries (SREP) under the Strategic Climate Fund (SCF) to Ethiopia for a Geothermal Sector Development Project in the amount of SDR 115.5 million (US$178.5 million equivalent) and US$24.5 million, respectively, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0162, dated May 9, 2014). Micronesia – Grant – Energy Sector Development Project 6. The Executive Directors recorded their approval on May 29, 2014 of the grant to Micronesia for an Energy Sector Development Project in the amount of SDR 9.4 million (US$14.4 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0167, dated May 9, 2014). Chad – Grant – Mother and Child Health Services Strengthening Project 7. The Executive Directors recorded their approval on May 29, 2014 of the grant to Chad for a Mother and Child Health Services Strengthening Project in the amount of SDR 10.22 million (US$15.79 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0169, dated May 9, 2014). Guinea-Bissau – Emergency Water and Electricity Services Upgrading Project 8. The Executive Directors recorded their approval on May 29, 2014 of the credit and grant to Guinea-Bissau for an Emergency Water and Electricity Services Upgrading Project in the amount of SDR 11.1 million (US$17.2 million equivalent) and SDR 3.4 million (US$5.3 million equivalent), respectively, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0189, dated May 19, 2014). Ms. Aviel wished to be recorded as abstaining. *********************************************************** THE BOARD OF DIRECTORS OF IFC: China – Investment in Yi Ming China Fund 9. The Board of Directors authorized on May 28, 2014 an investment in China – Yi Ming China Fund (IFC/2014-0160, dated May 15, 2014) in the form of equity of up to US$15 million. Ms. Aviel wished to be recorded as abstaining. Mexico – Investment in Acuagranjas 10. The Board of Directors authorized on May 28, 204 an investment in Mexico – Acuagranjas (IFC/R2014-0161, dated May 15, 2014) in the form of an “A” loan of up to US$10 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. - 15 - Brazil – Investment in Brasil Plural Special Situations Fund (DARP SSF Plural) 11. The Board of Directors authorized on May 28, 2014 an investment in Brazil – Brasil Plural Special Situations Fund (IFC/R2014-0164, dated May 15, 2014) in the form of equity up to BRL50 million (US$21.2 million) for IFC’s own account. Latin American Region – Investment in Banco Latinoamericano de Comercio Exterior, S.A. 12. The Board of Directors authorized on May 28, 2014 an investment in the Latin American Region – Banco Latinoamericano de Comercio Exterior, S.A. (IFC/R2014-0165/1, dated May 27, 2014) in the form of a funded risk sharing facility of up to US$175 million. Nigeria – Investment in AIICO Insurance PLC 13. The Board of Directors authorized on May 29, 2014 an investment in Nigeria – AIICO Insurance PLC (IFC/R2014-0162, dated May 16, 2014) in the form of convertible loan of up to US$20 million. Mr. Alzetta and Ms. Santala wished to be recorded as abstaining. Paraguay – Investment in Banco Bilbao Vizcaya Argentaria Paraguay S.A. (BBVA PY CL II) 14. The Board of Directors authorized on May 29, 2014 an investment in Paraguay – Banco Bilbao Vizcaya Argentaria Paraguay S.A. (BBVA PY CL II) (IFC/R2014-0166/1, dated May 21, 2014) in the form of (i) an “A” loan for US$40 million for IFC’s own account; and (ii) a loan of US$20 million from IFC acting in its capacity as the implementing entity for the Managed Co-Lending Portfolio Program. Sri Lanka – Investment in Emerald Sri Lanka Fund I 15. The Board of Directors authorized on May 29, 2014 an investment in Sri Lanka – Emerald Sri Lanka Fund I (IFC/R2014-0167, dated May 16, 2014) in the form of equity of up to US$10 million. Ms. Aviel wished to be recorded as opposing. *************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC, AND THE BOARD OF DIRECTORS OF MIGA: Minutes of Previous Meetings 16. The Executive Directors of the Bank and IDA, the Board of Directors of IFC and the Board of Directors of MIGA, recorded their approval on May 29, 2014 of the Minutes of the meeting held on April 22, 2014 and of the Record of approvals or authorizations between April 4 through April 22, 2014 (M2014-0016, [IDA/M2014-0016, IFC/M2014-0016, MIGA/M2014-0011]; /1, dated May 22, 2014). 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.