88686 FROM: The Acting 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 June 10, 2014 at 10:03 a.m. 1. There were present: CHAIR: J.Y. Kim, President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki I. Hoven G. Alzetta M. Kayad S. Annamalai E. Kearns S. Aviel N. Khosa J. Bravo A. Lourenco S. Chen F. Mercusa H. de Villeroche C. Milambo J. Frieden M. Prasad D. Fujii R. Raineri V. Grishin S. Santala M. Hasan R. Tan F. Heemskerk M. Willcock G. Hines OFFICERS AND STAFF PARTICIPATING: S-M Indrawati, Managing Director K. Honda, Executive Vice President, MIGA A.M. Leroy, General Counsel E. Tafara, General Counsel, IFC S. Suleymanov, Acting Corporate Secretary 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. Farewell to Executive Director 2. The Chair made the customary presentation to Ms. Ingrid Hoven, Executive Director, on expiration of her term of service and tendered her good wishes for the future. The Executive Directors recorded their appreciation. Adjournment 3. The meeting adjourned at 10:16 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. FROM: The Acting 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 June 10, 2014 at 10:16 a.m. 1. There were present: CHAIR: S.M. Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki M. Kayad G. Alzetta E. Kearns S. Annamalai N. Khosa S. Aviel A. Lourenco G. Balcytyte C. Milambo J. Bravo G. Minxhozi S. Chen G. Mukai H. de Villeroche R. Raineri J. Frieden W. Rissmann V. Grishin R. Tan M. Hasan M. Tareque G. Hines M. Willcock F. Heemskerk OFFICERS AND STAFF PARTICIPATING: A.M. Leroy, General Counsel S. Suleymanov, Acting Corporate Secretary L. Tuck, Vice President S. Jha, Country Director M. Olive, Sector Manager D. Bajauri, Underwriter *M. Mekan, Manager *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. Tajikistan – Country Partnership Strategy 2. The Executive Directors discussed the joint IDA/IFC Country Partnership Strategy for Tajikistan for the period FY2014-FY2018 (IDA/R2014-0218[IFC/R2014-0201], dated June 2, 2014). Adjournment 3. The meeting adjourned at 11:13 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. FROM: The Acting Corporate Secretary Minutes of Meeting of the Executive Directors of the Bank and IDA held in the Board Room on June 10, 2014 at 11:13 a.m. 1. There were present: CHAIR: S.M. Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: I. Alturki N. Khosa G. Alzetta A. Lourenco S. Annamalai B. Lvin S. Aviel V. Massenet G. Balcytyte F. Mercusa J. Bravo M. Prasad S. Chen R. Raineri A. Fernando W. Rissmann J. Frieden J. Rothschild M. Hasan R. Tan F. Heemskerk J-C Tchatchouang G. Hines M. Tattersall R. Ito OFFICERS AND STAFF PARTICIPATING: A.M. Leroy, General Counsel S. Suleymanov, Acting Corporate Secretary P. Le Houerou, Vice President R. Benmessoud, Country Director M. Ahmad, Lead Water Resources Specialist R. Schlotterer, Senior Infrastructure Finance Specialist 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. Pakistan – Dasu Hydropower Stage-I Project 2. The Executive Directors considered the President’s Memorandum and Recommendation (IDA/R2014-0187, dated May 20, 2014) and approved the credit in the amount of SDR 379.7 million (US$588.4 million equivalent); and IDA partial credit guarantee in the amount of US$460 million on the terms and conditions set out in the President’s Memorandum. The Executive Directors also approved the request for a waiver of the World Bank’s OP14.25 (Guarantees), paragraph 3, for this Project. 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. The following item(s) have been approved on an Absence of Objection Basis or have been authorized to proceed on a Streamlined Basis between June 6, 2014 and June 10, 2014 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Mongolia – Credit – Education Quality Reform Project 1. The Executive Directors recorded their approval on June 6, 2014 of the credit to Mongolia for the Education Quality Reform Project in the amount of SDR 19.5 million (US$30 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0185, dated May 19, 2014). Mexico – Loan – Oaxaca Water and Sanitation Sector Modernization Operation 2. The Executive Directors recorded their approval on June 6, 2014 of the loan to the National Bank of Public Works and Services (BANOBRAS) with the guarantee of Mexico for the Oaxaca Water and Sanitation Sector Modernization Operation in the amount of US$55 million on the terms and conditions set out in the President’s Memorandum |(R3014-0105, dated May 19, 2014). Mongolia – Credit – Third Sustainable Livelihoods Project 3. The Executive Directors recorded their approval on June 6, 2014 of the credit to Mongolia for the Third Sustainable Livelihoods Project in the amount of SDR 16.1 million (US$24.8 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R3014-0178, dated May 19, 2014). Mongolia – Credit – SMART Government Project 4. The Executive Directors recorded their approval on June 6, 2014 of the credit to Mongolia for the SMART Government Project in the amount of SDR 12.60 million (US$19.4 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R3014-0181, dated May 19, 2014). Mongolia – Credit – E-Health Project 5. The Executive Directors recorded their approval on June 6, 2014 of the credit to Mongolia for the E-Health Project in the amount of SDR 12.70 million (US$19.50 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0183, 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. Cote d’Ivoire – Additional Credit – Governance and Institutional Development Project 6. The Executive Directors recorded their approval on June 9, 2014 of the additional credit to Cote d’Ivoire for the Governance and Institutional Development Project in the amount of SDR 3.3 million (US$5 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0190, dated May 20, 2014). Lao PDR – Credit and Grant – Small and Medium Enterprise Access to Finance Project 7. The Executive Directors recorded their approval on June 9, 2014 of the credit in the amount of SDR 6.5 million (US$10 million equivalent) and IDA grant in the amount of SDR 6.5 million (US$10 million equivalent) to Lao PDR for the Small and Medium Enterprise Access to Finance Project on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0175, dated May 20, 2014). Morocco – Second Additional Loan – Second Rural Roads Project 8. The Executive Directors recorded their approval on June 9, 2014 of the second additional loan to the Caisse pour le Financement Routier, with a sovereign guarantee from Morocco for the Second Rural Roads Project in the amount of EUR 70 million (US$96.55 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2014-0099, dated May 20, 2014). Tunisia – Additional Loan and Restructuring – Urban Water Supply Project 9. The Executive Directors recorded their approval on June 9, 2014 of the additional loan and restructuring to the Societe Nationale de l’Exploitation et de Distribution des Eaux (SONEDE, or National Water Exploitation and Distribution Company) with the guarantee of Tunisia in the amount of EUR 19 million (US$26.2 million equivalent) for the Urban Water Supply Project on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0106, dated May 20, 2014). Republic of Congo – Credit – Statistics Capacity Building Project 10. The Executive Directors recorded their approval on June 9, 2014 of the credit to the Republic of Congo for the Statistics Capacity Building Project in the amount of SDR 3.1 million (US$4.8 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R23014-0194, dated May 20, 2014). Kyrgyz Republic – Development Policy Credit and Grant – Second Development Policy Operation (DPO2) 11. The Executive Directors recorded their approval on June 10, 2014 of the development policy credit in the amount of SDR 8.99 million (US$13.89 million equivalent) and development policy grant in the amount of SDR 7.19 million (US$11.11 million equivalent) to Kyrgyz Republic for the Second Development Policy Operation (DPO2) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0182, 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. Tajikistan – Grant – Agriculture Commercialization Project 12. The Executive Directors recorded their approval on June 10, 2014 of the grant to Tajikistan for the Agriculture Commercialization Project in the amount of SDR 14.3 million (US$22 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0186, dated May 21, 2014). Uzbekistan – Country Partnership Strategy Progress Report 13 The Executive Directors recorded their noting on June 10, 2014 of the joint IBRD/IDA/IFC/MIGA Country Partnership Strategy Progress Report for Uzbekistan for the period FY12-15 (R2014-0104[IDA/R2014-0180, IFC/R2014-0158, MIGA/R2014-0035], dated May 19, 2014). Egypt – Cairo Airport Development Project TB2 – Proposal to Restructure 14. The Executive Directors recorded their approval on June 10, 2014 of the recommendation contained in paragraph 4 of the President’s Memorandum entitled “Egypt – Cairo Airport Development Project TB2 – Proposal to Restructure” (R2014-0121, dated May 30, 2014). ***************************************************************************** THE BOARD OF DIRECTORS OF IFC South Africa – Global Environment Facility (GEF) Investment in IHS South Africa Workforce Housing Fund II (SAWHF II) 15. The Board of Directors recorded their approval on June 6, 2014 of the recommendation contained in paragraph 4 of the President’s Memorandum entitled “South Africa – Global Environment Facility (GEF) Investment in IHS South Africa Workforce Housing Fund II (SAWHF II)” (IFC/R2014-0199, dated June 2, 2014) and adopted the following Resolution: RESOLUTION NO. IFC2014-0027 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 1, 5, and 13 of the attached 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 eCenter on June 6, 2014) wished to record her abstention. 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. Turkey – Investment in Recordati Ilac 16. The Board of Directors authorized on June 6, 2014 an investment in Turkey – Recordati Ilac (IFC/R2014-0183, dated May 27, 2014) in the form of an “A” loan of up to EUR 25 million. Brazil – Investment in Santander Gender 17. The Board of Directors authorized on June 6, 2014 an investment in Brazil – Santander Gender (IFC/R2014-0181, dated May 27, 2014) in the form of an “A” loan of up to US$75 million; and a “B” loan of up to US$225 million. Bangladesh – Investment in Prime Bank Ltd. (WCSS Prime Bank) 18. The Board of Directors authorized on June 6, 2014 an investment in Bangladesh – Prime Bank Ltd. (WCSS Prime Bank) (IFC/R2014-00182, dated May 27, 2014) in the form of a “A” loan of up to US$20 million. Latin America Region – Investment in Kandeo Fund II 19. The Board of Directors authorized on June 9, 2014 an investment in Latin America Region – Kandeo Fund II (IFC/R2014-0185, dated May 28, 2014) in the form of equity of up to US$20 million. Mexico – Investment in Tuxpan 20. The Board of Directors authorized on June 9, 2014 an investment in Mexico – Tuxpan (IFC/R2014-0184, dated May 28, 2014) in the form of an “A” loan of up to US$75 million. Turkey – Investment in Rönesans Ýnþaat Taahhüt A.Þ. for the RCI WC Project 21. The Board of Directors authorized on June 9, 2014 an investment in Turkey - Rönesans Ýnþaat Taahhüt A.Þ. for the RCI WC Project (IFC/R2014-0140; /1-2, dated May 8, 2014, May 20, 2014, and May 30, 2014, respectively) in the form of an “A” loan of up to US$70 million. Mmes. Aviel and Hines (via eCenter on June 9, 2014) wished to record their abstentions; and Mr. Smith (via eCenter on June 9, 2014) wished to record his opposition. Vietnam – Investment in Mekong Enterprise Fund III, L.P. 22. The Board of Directors authorized on June 10, 2014 an investment in Vietnam – Mekong Enterprise Fund III, L.P.(IFC/R2014-0186, dated May 29, 2014) in the form of equity of up to US$15 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. THE BOARD OF DIRECTORS OF MIGA South Sudan – Agreement on Legal Protection for Guaranteed Foreign Investments 23. The Board of Directors recorded their approval by special majority on June 6, 2014 of the recommendation contained in the President’s Memorandum entitled “South Sudan – Agreement on Legal Protection for Guaranteed Foreign Investments” (MIGA/R2014-0041, dated May 28, 2014). Indonesia – Guarantees to Japan Bank for International Cooperation and Mizuho Bank Ltd. For their Non-shareholder Loans to PT Rajamandala Electric Power 24. The Board of Directors recorded its authorization on June 6, 2014 for the President to proceed with issuance of the guarantees as set out in the Report from the President entitled “Indonesia – Guarantees to Japan Bank for International Cooperation and Mizuho Bank Ltd. For their Non-shareholder Loans to PT Rajamandala Electric Power (MIGA/R2014-0042, dated May 27, 2014). ***************************************************************************** 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 25. The Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA recorded their approval on June 6, 2014 of the Minutes of the meeting held on April 24, 2014, and the Record of Approvals and authorizations between April 23, 2014 through April 24, 2014 (M2014-0015[IDA/M2014-0015, IFC/M2014-0015, MIGA/M2014-0010]; /1, dated May 30, 2014). 26. The Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA recorded their approval on June 10, 2014 of the Minutes of the meeting held on May 29, 2014 and the Record of Approvals and authorizations between May 28, 2014 through May29, 2014 (M2014-0026[IDA/M2014-0026, IFC/M2014-0026, MIGA/M2014-0020], dated June 3, 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.