INTERNATIONAL FINANCE CORPORATION BOARD OF GOVERNORS Resolution No. 254 Financial Statements, Accountant’s Report, Administrative Budget and Designations of Retained Earnings RESOLVED: 1. THAT the Board of Governors of the Corporation consider the Consolidated Financial Statements and Independent Auditors’ Report included in the 2011 Annual Report and the Administrative Budget contained in the Report of the Board of Governors on IFC’s FY12 Business Plan and Budget (the “Report�), as fulfilling the requirements of Article IV, Section 11, of the Articles of Agreement and of Section 16 of the By-Laws of the Corporation; 2. THAT the Report is hereby noted with approval; 3. THAT the Corporation’s FY11 Net Income of $1,579 million shall be transferred to undesignated retained earnings; 4. THAT the Corporation’s designation of $69 million of retained earnings for IFC’s Funding Mechanism for Technical Assistance and Advisory Services in IFC’s Fiscal Year 2012 First Quarter financial statements is hereby noted with approval; 5. THAT the Corporation’s designation of $330 million of retained earnings in IFC’s Fiscal Year 2012 financial statements for grants to the International Development Association (the “Association�) for use by the Association in the form of grants in furtherance of the Corporation’s purposes is hereby noted with approval. (Adopted on September 23, 2011)