-2- 86215 FROM: Vice President and Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Thursday, March 13, 2014 at 10:02 a.m. 1. There were present: CHAIR: Mr. Cai, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: K. Alkhudairy N. Khosa G. Alzetta L. Larose J. Baeten W. Liu B. Charassangsomboon M. Muhtar M. Colodenco G. Mukai J. Frieden L. Palma M. Hasan K.-W. Schmitter G. Hines A. Smith A. Ieronimo P. Snisorenko E. Jackson Abella R. Tan J.-P. Julia M. Tareque M. Kayad A. Ubelis M. Willcock OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President & General Counsel E. Tafara, Vice President & General Counsel S. Suleymanov, Acting Corporate Secretary J.-P. Prosper, Vice President D. Tsitsiragos, Vice President B. Sheahan, Director M. Alemayehu, Senior Manager O. Mussat, Principal Investment Officer P. Cashion, Principal 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. -3- Africa Region - Investment in Bank of Africa Group, S.A. 2. The Board of Directors considered the President's Memorandum and a Report on an investment by IFC and the Africa Capitalization Fund in the form of an equity investment of up to EUR42 million (US$57.1 million equivalent) for up to a 10% shareholding in the Bank of Africa Group, S.A. in the Africa Region (IFC/R2014-0044, dated February 28, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0007 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 7.1-7.2 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 (via e-Center on March 11. 2014) wished to record her abstention. Nigeria - Investment in Seven Energy International Limited 3. The Board of Directors considered the President's Memorandum and a Report on an investment in the form of irredeemable convertible loan notes of up to US$75 million in Seven Energy International Limited in Nigeria (IFC/R2014-0037; /1, dated February 25, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0008 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 7.1, 7.2 and 7.3 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. Hines and Ms. Santala on March 11, 2014, and Ms. Hoven and Ms. Aviel on March 12, 2014 wished to record their abstention via -center. Adjournment 4. The meeting adjourned at 11:19 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. -4- FROM: Vice President and Corporate Secretary Minutes of 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 March 13, 2014 at 11:22 a.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov M. Kayad K. Alkhudairy N. Khosa G. Alzetta R. Kutzley L.K. Atheeq L. Larose B. Charassangsomboon D. Malaspina Hernandez A. Clark A. Mihaylova V. Daza Foronda M. Muhtar M. Florestal L. Palma J. Frieden K.-W. Schmitter D. Fujii A. Ubelis M. Hasan M. Willcock G. Hines J. Ye J.-P. Julia OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President & General Counsel S. Suleymanov, Acting Corporate Secretary I. Andersen, Regional Vice President G. Byam, Director, Strategy and Operations * H. Schafer, Country Director J. Barham, Senior Strategy Officer P. Economou, Research Officer M. El Qorchi, 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. -5- Djibouti - Country Partnership Strategy FY2014-2017 2. The Executive Directors discussed the joint IDA-IFC-MIGA Country Partnership Strategy for Djibouti for the period FY2014-FY2017 (IDA/R2014-0042 [IFC/R2014-0040, MIGA/R2014-0008], dated March 6, 2014). Adjournment 3. The meeting adjourned at 12:19 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. -6- FROM: Vice President and Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA, held in the Board Room on March 13, 2014 at 12:19 p.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov M. Kayad K. Alkhudairy N. Khosa G. Alzetta R. Kutzley L.K. Atheeq L. Larose B. Charassangsomboon L. Iulai V. Daza Foronda A. Mihaylova J. Frieden M. Muhtar M. Hasan Y. Nishii A. Hernandez T. Paganini G. Hines W.-S. Pang E. Jackson Abella K.-W. Schmitter J.-P. Julia A. Ubelis L. Wang OFFICERS AND STAFF PARTICIPATING: A.-M. Leroy, Senior Vice President & General Counsel S. Suleymanov, Acting Corporate Secretary I. Andersen, Regional Vice President J. Walliser, Director, Strategy and Operations G. Byam, Director, Strategy and Operations B. Funck, Sector Manager * F. Belhaj, Country Director D. Gaye, Country Director L. Rawlings, Lead Social Protection Specialist E. Le Borgne, Lead Economist T. O'Brien, 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. -7- Jordan - Second Programmatic Development Policy Loan 2. The Executive Directors considered the President’s Memorandum and Recommendation (R2014-0033, dated February 19, 2014) and approved a Second Programmatic Development Policy Loan in amount of US$250 million in Jordan on the terms and conditions set out in the President’s Memorandum. Rwanda - Development Policy Credit - Third Support to the Social Protection System (SSPS-3) 3. The Executive Directors considered the President’s Memorandum and Recommendation (IDA/R2014-0035, dated February 19, 2014) and approved a development policy credit in amount of SDR 15.6 million (US$24 million equivalent) in Rwanda for the Third Support to the Social Protection System (SSPS-3) on the terms and conditions set out in the President’s Memorandum. Adjournment 4. The meeting recessed at 12:57 p.m., reconvened at 2:34 p.m. and adjourned at 2:58 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. -8- The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between February 28, 2014 and March 13, 2014: THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: Costa Rica – Country Partnership Strategy Progress Report 1. The Executive Directors recorded their noting on February 28, 2014 of the joint IBRD-IFC Country Partnership Strategy Progress Report for Costa Rica for the period FY2012-2015 (R2014-0021 [IFC/R2014-0030], dated February 7, 2014). Peru – Loan - Cusco Transport Improvement Project 2. The Executive Directors recorded their approval on February 28, 2014 of the loan to Peru for a Cusco Transport Improvement Project in the amount of US$120 million on the terms and conditions set out in the President’s Memorandum (R2014-0025, dated February 10, 2014). Yemen – Grant - Civil Society Organizations Support Project 3. The Executive Directors recorded their approval on February 28, 2014 of the grant to Yemen for a Civil Society Organizations Support Project in the amount of SDR 5.2 million (US$8 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0022, dated February 10, 2014). Papua New Guinea - Additional Financing and Proposal to Restructure – Productive Partnerships in Agriculture Project 4. The Executive Directors recorded their approval on February 28, 2014 of the additional credit to Papua New Guinea in the amount of SDR 19.6 million (US$30 million equivalent) for a Productive Partnerships in Agriculture Project and the proposal to restructure the Project on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0026, dated February 14, 2014). The Adaptation Fund under the Kyoto Protocol – Second Extension of the World Bank’s Mandate as Interim Trustee 5. The Executive Directors recorded their approval on February 28, 2014 of the recommendation contained in paragraph 18 of the President's Memorandum entitled "The Adaptation Fund under the Kyoto Protocol – Second Extension of the World Bank’s Mandate as Interim Trustee" (R2014-0031, dated February 19, 2014). India – Additional Financing – Uttarakhand Rural Water Supply and Sanitation Project – Additional Financing for Disaster Mitigation 6. The Executive Directors recorded their approval on March 4, 2014 of the additional credit to India, in the amount of SDR 15.6 million (US$24 million equivalent) for a Uttarakhand 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. -9- Rural Water Supply and Sanitation Project – Additional Financing for Disaster Mitigation, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0027; /2, dated February 11, 2014 and March 3, 2014 respectively). Bangladesh – Proposal to Restructure - National Agricultural Technology Project 7. The Executive Directors recorded their approval on March 4, 2014 of the recommendation contained in paragraph 8 of the President's Memorandum entitled "Bangladesh – National Agricultural Technology Project - Proposal to Restructure" (IDA/R2014-0030, dated February 21, 2014). China – Loan - Guiyang Rural Roads Project 8. The Executive Directors recorded their approval on March 6, 2014 of the loan to China in the amount of US$150 million for a Guiyang Rural Roads Project on the terms and conditions set out in the President’s Memorandum (R2014-0027, dated February 14, 2014). Ms. Aviel wished to be recorded as abstaining. Samoa – Grant – Samoa Aviation Investment Project 9. The Executive Directors recorded their approval on March 6, 2014 of the grant to Samoa in the amount of SDR 16.3 million (US$25 million equivalent) for a Samoa Aviation Investment Project on the terms and conditions set out in the President’s Memorandum (R2014-0029, dated February 14, 2014). Nigeria – Additional Credit – Lagos Eko Secondary Education Project 10. The Executive Directors recorded their approval on March 6, 2014 of the additional credit to Nigeria in the amount of SDR 27.6 million (US$42.3 million equivalent) for a Lagos Eko Secondary Education Project on the terms and conditions set out in the President’s Memorandum (R2014-0036, dated February 14, 2014). Solomon Islands – GEF Grant and Least Developed Countries Fund (LDCF) Grant– Community Resilience to Climate and Disaster Risk Project 11. The Executive Directors recorded their approval on March 6, 2014 of the GEF grant in the amount of US$1.8 million and the GEF LDCF grant in the amount of US$7.3 million to Solomon Islands for a Community Resilience to Climate and Disaster Risk Project on the terms and conditions set out in the President’s Memorandum (GEF/R2014-0002, dated February 20, 2014). The Gambia – Grant – Results for Education Achievement and Development (READ) Project 12. The Executive Directors recorded their approval on March 6, 2014 of a Global Partnership for Education grant to The Gambia in the amount of SDR 7.8 million (US$11.9 million equivalent) for a Results for Education Achievement and Development (READ) Project on the terms and conditions set out in the President’s Memorandum (R2014-0038, dated February 14, 2014). Togo – Restructuring and Additional Financing – Community Development and Safety 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. Nets Project - 10 - 13. The Executive Directors recorded their approval on March 7, 2014 of an additional credit to Togo in the amount of SDR 7.9 million (US$12.1 million equivalent) for a Community Development and Safety Nets Project, and the proposal to restructure the Project, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0037, dated February 18, 2014). Yemen – Grant - Mocha Wind Park Project 14. The Executive Directors recorded their approval on March 7, 2014 of the grant to Yemen for a Mocha Wind Park Project in the amount of SDR 13 million (US$20 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0034, dated February 18, 2014). Central African Republic – Credit – Emergency Food Crisis Response and Agriculture Re-launch Project 15. The Executive Directors recorded their approval on March 7, 2014 of the credit to Central African Republic for an Emergency Food Crisis Response and Agriculture Re-launch Project in the amount of SDR 13.1 million (US$20 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0049, dated February 26, 2014). Benin – Development Policy Credit - Poverty Reduction Support Credit (PRSC-9) 16. The Executive Directors recorded their approval on March 11, 2014 of the development policy credit to Benin for a Poverty Reduction Support Credit (PRSC-9) in the amount of SDR 13.1 million (US$20 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0032, dated February 18, 2014). Benin – Credit - Youth Employment Project 17. The Executive Directors recorded their approval on March 11, 2014 of the credit to Benin for a Youth Employment Project in the amount of SDR 22.9 million (US$35 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0044, dated February 20, 2014). Gabon – Loan – Investment Promotion and Competitiveness Project 18. The Executive Directors recorded their approval on March 11, 2014 of the loan to Gabon for an Investment Promotion and Competitiveness Project in the amount of Euro 13.1 million (US$18 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2014-0029, dated February 20, 2014). India – Credit – Maharashtra Rural Water Supply and Sanitation Program 19. The Executive Directors recorded their approval on March 12, 2014 of the credit to India for a Maharashtra Rural Water Supply and Sanitation Program in the amount of SDR 107.2 million (US$165 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0039, dated February 21, 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. - 11 - Bosnia and Herzegovina – Credit – Energy Efficiency Project 20. The Executive Directors recorded their approval on March 13, 2014 of the credit to Bosnia and Herzegovina for an Energy Efficiency Project in the amount of SDR 20.8 million (US$32 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0046, dated February 24, 2014). FYR Macedonia – Development Policy Loan – Second Programmatic Competitiveness Development Policy Loan 21. The Executive Directors recorded their approval on March 13, 2014 of the development policy loan to FYR Macedonia for a Second Programmatic Competitiveness Development Policy Operation in the amount of EUR 36.4 million (US$50 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2014-0028, dated February 20, 2014). Mmes. Aviel, Hines and Hoven wished to be recorded as abstaining. Armenia – Credit and Loan - Education Improvement Project 22. The Executive Directors recorded their approval on March 13, 2014 of the credit and loan to Armenia for an Education Improvement Project in the amount of SDR 9.8 million (US$15 million equivalent) and US$15 million respectively, on the terms and conditions set out in the President’s Memorandum (R2014-0030 [IDA/R2014-0043], dated February 21, 2014). South Sudan – Additional Financing – Health Rapid Results Project 23. The Executive Directors recorded their approval on March 13, 2014 of the additional grant and credit to South Sudan for a Health Rapid Results Project in the amount of SDR 16.3 million (US$25 million equivalent) and SDR 6.6 million (US$10 million equivalent) respectively, on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0067, dated March 5, 2014). South Sudan – Additional Financing and Restructuring – Southern Sudan Emergency Food Crisis Response Project 24. The Executive Directors recorded their approval on March 13, 2014 of the additional grant and restructuring to South Sudan for a Southern Sudan Emergency Food Crisis Response Project in the amount of SDR 5.9 million (US$9 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0065, dated March 6, 2014). ********************************************************************** THE BOARD OF DIRECTORS OF IFC: World Region – Investment in Ioxus 25. The Board of Directors authorized on February 28, 2014 an investment in World Region – Ioxus (IFC/R2014-0039, dated February 18, 2014) in the form of equity of up to US$5 million. Ms. Aviel wished to be recorded as abstaining. 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 Africa Region – Investment in Investec Africa - Private Equity Fund II 26. The Board of Directors authorized on March 5, 2014 an investment Africa Region - Investec Africa Private Equity Fund II (IFC/R2014-0042, dated February 21, 2104) in the form of equity of up to US$30 million. Brazil – Investment in SupplierCard 27. The Board of Directors authorized on March 12, 2014 an investment in Brazil – SupplierCard (IFC/R2014-0043, dated February 28, 2014) in the form of a senior loan of up to BRL40 million (US$17.7 million). Malta – Investment in GTLP Extension FIMBank 2 28. The Board of Directors authorized on March 13, 2014 an investment in Malta – GTLP Extension FIMBank 2 (IFC/R2014-0045, dated March 3, 2014) in the form of an unsecured loan of up to US$30 million. ********************************************************************** THE BOARD OF DIRECTORS OF MIGA: Moldova – Modification of Prior Concurrence – Raiffeisen Bank S.A. for its Investments in I.C.S. Raiffeisen Leasing S.R.L. 29. The Board of Directors recorded its authorization on March 10, 2014 for the President to proceed with the modification of prior concurrence as set out the Report from the President entitled “Moldova – Guarantees to Raiffeisen Bank S.A. for its Investment in I.C.S. Raiffeisen Leasing S.R.L. - Modification of Prior Concurrence” (MIGA/R2014-0009, dated February 27, 2014). Proposal for Appointment of External Sanctions Board Members 30. The Board of Directors recorded their approval on March 13, 2014 of the recommendation contained in the President’s Memorandum entitled “Proposal for Appointment of External Sanctions Board Members” (MIGA/R2014-0010, dated March 4, 2014). ********************************************************************** 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 31. The Board of Directors recorded its approval on March 3, 2014 of the minutes of the meeting held on February 20, 2014; and of the record of approvals or authorizations between February 12, 2014 and February 20, 2014 (M2014-0006 [IDA/M2014-0006, IFC/M2014-0006, MIGA/M2014-0005, dated February 24, 2014). 32. The Board of Directors recorded its approval on March 12, 2014 of the minutes of the meeting held on February 27, 2014; and of the record of approvals or authorizations between 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 - February 21, 2014 and February 27, 2014 (M2014-0007 [IDA/M2014-0007, IFC/M2014-0007, MIGA/M2014-0006, dated March 5, 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.