88386 FROM: The Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA, And the Board of Directors of IFC held in the Board Room on May 27, 2014 at 10:14 a.m. 1. There were present: CHAIR: J.Y. Kim, President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki F. Odey G. Alzetta D. Peters S. Annamalai M. Prasad J. Bravo R. Raineri O. Bougara S. Santala P. Cipollone S. Sawadogo H. de Villeroche A. Smith B. Han H. Suzuki F. Heemskerk W. Szczuka G. Hines R. Tan I. Hoven M. Willcock F. Mammo K. Wissa E. Miagkov OFFICERS AND STAFF PARTICIPATING: A.M. Leroy, General Counsel K. Hemond, Acting General Counsel, IFC M. Mohieldin, Corporate Secretary S-M Indrawati, Managing Director K. Peters, Vice President *K. Finkelston, Vice President, IFC M. Wormser, Vice President & Chief Operating Officer, MIGA A. Revenga, Sector Director *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. World Bank Group – A New Approach to Country Engagement 2. The Executive Directors discussed the paper entitled “World Bank Group – A New Approach to Country Engagement”, and supported the new approach and approved the recommendations contained in paragraph 6 of the President’s Memorandum and paragraph 50 of the paper (R2014-0089[IDA/R2014-0150, IFC/R2014-0124, MIGA/R2014-0025], dated April 30, 2014). Adjournment 3. The meeting adjourned at 12:26 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 Minutes of Meeting of the Board of Directors of MIGA held in the Board Room on May 27, 2014 at 12:29 p.m. 1. There were present: CHAIR: K. Honda. Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: K. Alkhudairy A. Lamrani F. Bilbeisi M. Langdon S. Bor B. Lee A. Delaunay P. Maleka D. Fujii S. Santala S. Garcia S. Sawadogo R. Giordano A. Smith B. Han P. Snisorenko F. Heemskerk W. Szczuka A. Hernandez R. Tan U. Hoveka A. Thakur I. Hoven J. Villena Petrosino F. Kritiyanto OFFICERS AND STAFF PARTICIPATING: A.M. Betancourt, General Counsel S. Suleymanov, Acting Corporate Secretary M. Wormser, Vice President & Chief Operating Officer E. Quintrell, Director O. Sclovscaia, Sector Manager D. Bajauri, Underwriter 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. Colombia – Guarantee for a Non-Shareholder Loan by KfW Bankengruppe (“KfW’) to Financiera de Desarrollo Territorial S.a. (‘Findeter’) 2. The Board of Directors considered the Report from the President on the guarantee to KfW Corporation’s for a non-shareholder loan to Financiera de Desarrollo Territorial S.A. in Colombia (MIGA/R2014-0031, dated May 13, 2014) and approved the issuance of the guarantee as set out in the President’s Memorandum. Adjournment 3. The meeting adjourned at 3:15 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 May 23, 2014 and May 27, 2014 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Georgia – Credit – Irrigation and Land Market Development Project 1. The Executive Directors recorded their approval on May 23, 2014 of the credit to Georgia for the Irrigation and Land Market Development Project in the amount of SDR 32.4 million (US$50 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0155, dated May 6, 2014). Brazil – Loan - Modernizing Public Sector Management, Citizen Security and Gender Policies Development Policy Loan 2. The Executive Directors recorded their approval on May 23, 2014 of the loan to Brazil to the State of Amazonas with a sovereign guarantee of Brazil for the Modernizing Public Sector Management, Citizen Security and Gender Policies Development Policy Loan in the amount of US$216 million on the terms and conditions set out in the President’s Memorandum | (R3014-0091, dated May 2, 2014). Cameroon – Credit – Multimodal Transport Project 3. The Executive Directors recorded their approval on May 27, 2014 of the credit to Cameroon for the Multimodal Transport Project in the amount of SDR 45.9 million (US$71 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R3014-0160, dated May 7, 2014). Ghana – Additional Credit – Social Opportunities Project 4. The Executive Directors recorded their approval on May 27, 2014 of the additional credit to Ghana for the Social Opportunities Project in the amount of SDR 32.4 million (US$50 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R3014-0161, dated May 7, 2014). Bolivia - Credit - Access and Renewable Energy Project 5. The Executive Directors recorded their approval on May 27, 2014 of the credit to Bolivia for the Access and Renewable Energy Project in the amount of SDR 32.4 million (US$50 million equivalent) on the terms and conditions set out in the President's Memorandum (IDA/R2014-0159, dated May 7, 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. THE BOARD OF DIRECTORS OF IFC Cambodia – Investment in Prasac Microfinance Institution Limited 6. The Board of Directors authorized on May 23, 2014 an investment in Cambodia – Prasac Microfinance Institution Limited (IFC/R2014-0149, dated May 13, 2014) in the form of an “A” loan of up to US$10 million. Jamaica – Investment in Facey Group II 7. The Board of Directors authorized on May 23, 2014 an investment in Jamaica – Facey Group II (IFC/R2014-0152, dated May 13, 2014) in the form of equity of up to US$20 million. Nicaragua – Investment in Roya Renovation 8. The Board of Directors authorized on May 23, 2014 an investment in Nicaragua – Roya Renovation (IFC/R2014-0147, dated May 13, 2014) in the form of an “A” loan of up to US$12 million. Lebanon – Investment in The Lebanese Association for Development (Al Majmoua) 9. The Board of Directors authorized on May 23, 2014 an investment in Lebanon – The Lebanese Association for Development (Al Majmoua) (IFC/R2014-0154, dated May 13, 2014) in the form of a senior loan of up to US$3 million. Pacific Region – Investment in Sundergise International Limited 10. The Board of Directors authorized on May 27, 2014 an investment in Pacific Region – Sunergise International Limited (IFC/R2014-0155, dated May 14, 2014) in the form of an Ordinary Shares of up to US$1 million and Preferred Shares of up to US$1 million. Tajikistan – Investment in TCell 11. The Board of Directors authorized on May 27, 2014 an investment in Tajikistan – TCell (IFC/R2014-0153, dated May 14, 2014) in the form of (i) an “A” loan of up to US$30 million; and (ii) an interest swap transaction with an aggregate loan equivalent exposure of up to US$2 million to hedge interest rate risk in respect of the “A” loan of US$30 million. Bangladesh – Investment in Frontier Bangladesh II L.P. 12. The Board of Directors authorized on May 27, 2014 an investment in Bangladesh – Frontier Bangladesh II L.P. (IFC/R2014-0156, dated May 14, 2014) in the form of equity of up to US$20 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. India – Investment in Idea Cellular Limited 13. The Board of Directors authorized on May 27, 2014 an investment in India – Idea Cellular Limited (IFC/R2014-0171, dated May 19, 2014) in the form of equity of up to INR 3,900 million (approximately US$65 million). Mr. Alzetta (via eCenter on May 27, 2014) wished to record his abstention. India – Investment in Lucid Colloids Limited 14. The Board of Directors authorized on May 27, 2014 an investment in India – Lucid Colloids Limited (IFC/R2014-0148, dated May 14, 2014) in the form of an “A” loan of up to US$15 million and compulsorily convertible debentures of up to INR 750 million (approximately US$12.5 million equivalent). ***************************************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC, AND THE BOARD OF DIRECTORS OF MIGA Record of Previous Meetings 15. The Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA recorded their approval on May 23, 2014 of the Minutes of the meeting held on May 8, 2014, and the Record of Approvals and authorizations between May 7, 2014 through May 8, 2014 (M2014-009[IDA/M2014-0019, IFC/M2014-0019, MIGA/M2014-0014], dated May 16, 2014). 16. The Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA recorded their approval on May 27, 2014 of the Minutes of the meeting in Restricted Executive Session held on May 20, 2014 (XM2014-0002[IDA/XA2014-0005, IFC/XM0003, MIGA/XM2014-0003] dated May 20, 2014). 17. The Executive Directors of the Bank and IDA and the Board of Directors of IFC recorded their approval on May 27, 2014 of the Minutes of the meeting held on May 15, 2014 and the Record of Approvals and authorizations between May 14, 2014 through May15, 2014 (M2014-0022[IDA/M2014-0022, IFC/M2014-0022, MIGA/M2014-0016], dated May 19, 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.