-2- 88883 FROM: The Corporate Secretary Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Thursday, June 5, 2014 at 10:04 a.m. 1. There were present: CHAIR: J.-Y. Cai, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: K. Alkhudairy L. Laraia G. Alzetta L. Larose G. Balcytyte A. Lourenco O. Bougara I. MacDonald J. Bravo Y. Nishii B. Charassangsomboon R. Raineri A. Delaunay W. Rissmann M Fikre C. Roberts J. Frieden V. Tamozhnikov B. Han R. Tan F. Heemskerk M. Tareque M. Kayad M. Willcock K. Wissa OFFICERS AND STAFF PARTICIPATING: D. Harris, Deputy General Counsel A. Gibbs, Acting Corporate Secretary J.P. Prosper, Vice President C. Seydi, Director G. Zahar, Chief Investment Officer N. Vestergaard, Principal Environmental 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. -3- Democratic Republic of Congo - Investment in PPC Barnet DRC Holding Limited 2. The Board of Directors considered the President's Memorandum and a Report on an investment IFC in the form of: (i) an “A” loan of up US$56.1 million for IFC’s own account; (ii) an equity investment of up to US$11.2 million; and (iii) a loan of up to US$28 million from IFC in its capacity as implementing entity for the MCPP to PPC Barnet DRC Holding Limited in the Democratic Republic of Congo (IFC/R2014-0178 dated May 22, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-0025 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. Aviel wished to be recorded as abstaining. Democratic Republic of Congo - Nyumba Ya Akiba S.A.R.L 3. The Board of Directors considered the President's Memorandum and a Report on an investment by IFC in the form of: (i) an “A” loan of up US$30 million; and (ii) a “B” loan of up to US$30 million to Nyumba Ya Akiba S.A.R.L. in the Democratic Republic of Congo (IFC/R2014-0177, dated May 22, 2014) and adopted the following resolution: RESOLUTION NO. IFC 2014-00XX RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraphs 7.1 and 7.2 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. Aviel and Ms. Santala 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. -4- Adjournment 4. The meeting adjourned at 10:48 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- 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 June 5, 2014 at 10:51 a.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: K. Alkhudairy D. Kalyalya G. Alzetta M. Kayad S. Annamalai L. Laraia O. Bougara M. Muhtar J. Bravo Y. Nishii N. Cassidy M. Prasad M. Colodenco W. Rissmann A Delaunay C. Roberts M. Fikre S. Santala J. Frieden V. Tamozhnikov B. Han R. Tan F. Heemskerk M. Willcock K. Wissa OFFICERS AND STAFF PARTICIPATING: A. Toft, Deputy General Counsel D. Harris, Deputy General Counsel, IFC S. Suleymanov, Acting Corporate Secretary M. Diop, Vice President J.P. Prosper, Vice President, IFC D. Gaye, Country Director C. Seydi, Director, IFC 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- Kenya - Country Partnership Strategy 2. The Executive Directors discussed the joint IDA/IFC/MIGA Country Partnership Strategy for Kenya for the period FY2014-2018 (R2014-0176[IFC/R2014-0150, MIGA/R-0032] dated May 13, 2014). Rwanda - Country Partnership Strategy 3. The Executive Directors discussed the joint IDA/IFC/MIGA Country Partnership Strategy for Rwanda for the period FY2014-2018 (R2014-0170[IFC/R2014-0144, MIGA/R-0029] dated May 13, 2014). Adjournment 4. The meeting adjourned at 12:52 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, held in the Board Room on June 5, 2014 at 12:52 p.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: H. Al-Ghwell F. Liu K. Alkhudairy B. Lvin S. Annamalai M. Muhtar V. Bassant V. Palma J. Bravo W. Rissmann A. Delaunay C. Roberts M. Fikre S. Santala J. Frieden R. Tan J. Harris M. Tareque F Heemskerk J. Villena Petrosino D Kalyalya M. Willcock Y. Kato G. Yazganarikan F. Kwateng-Amaning OFFICERS AND STAFF PARTICIPATING: A. Toft, Deputy General Counsel M. Mohieldin, Corporate Secretary A. van Trotsenburg, Regional Vice President J. Roome, Sector Director * V. Kwakwa, Country Director P. Iyer, Lead Water and Sanitation 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. -8- Vietnam - Results-Based National Urban Development Program in the Northern Mountains Region 2. The Executive Directors considered the President’s Memorandum and Recommendation (IDA/R2014-0173, dated May 14, 2014) and approved the credit in the amount of SDR 161.80 million (US$250 million equivalent) for a Results-Based National Urban Development Program in the Northern Mountains Region in Vietnam, on the terms and conditions set out in the President’s Memorandum and Recommendation. Adjournment 3. The meeting adjourned at 1:22 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. -9- 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 4, 2014 and June 5, 2014 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: Guyana – Credit – Secondary Education Improvement Project 2. The Executive Directors recorded their approval on June 4, 2014 of the credit to Guyana for a Secondary Education Improvement Project in the amount of SDR 6.5 million (US$10 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0164 dated May 15, 2014). Guyana – Credit - Flood Risk Management Project 3. The Executive Directors recorded their approval on June 4, 2014 of the credit to Guyana for a Flood Risk Management Project in the amount of SDR 7.7 million (US$11.89 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0172 dated May 15, 2014). Saint Lucia – Credits, Loan and Grant - Disaster Vulnerability Reduction Project 4. The Executive Directors recorded their approval on June 4, 2014 of the credits, including a credit from the IDA Crisis Response Window (CRW) Resources and loan and grant from the Pilot Program for Climate Resilience (PPCR) under the Strategic Climate Fund (SCF) to Saint Lucia for a Disaster Vulnerability Reduction Project in the amount of SDR 26.6 million (US$41 million equivalent, including US$17 million equivalent in CRW Resources, Co-financing from the SCF grant in the amount of US$12 million) and a loan in the amount of US$15 million on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0198 dated May 27, 2014). Vietnam – Development Policy Credits - Second Economic Management and Competitiveness Development Policy Operation 5. The Executive Directors recorded their approval on June 5, 2014 of the development policy credits to Vietnam for a Second Economic Management and Competitiveness Development Policy Operation in the amount of SDR 161.8 million (US$250 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0171; /3 dated May 14, 2014 and June 2, 2014 respectively). ******************************************************************* 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: -10- Egypt - Investment in Egyptian Centers for Real Estate Development 6. The Board of Directors authorized on June 4, 2014 an investment in Egypt – Egyptian Centers for Real Estate Development (IFC/R2014-0175, dated May 22, 2014) in the form of: (i) an “A” loan of up to US$60 million; and (ii) mobilization of up to US$60 million through a parallel loan. Lao People’s Democratic Republic – Investment in Banque Franco-Lao Limited 7. The Board of Directors authorized on June 5, 2014 an investment in Lao PDR – Banque Franco-Lao Limited (IFC/R2014-0179, dated May 23, 2014) in the form of a risk sharing facility of up to US$5 million. Côte d’Ivoire – Investment in Bridge Bank Group Côte d’Ivoire 8. The Board of Directors authorized on June 5, 2014 an investment in Côte d’Ivoire – Bridge Bank Group Côte d’Ivoire (IFC/R2014-0180, dated May 23, 2014) in the form of a Euro-denominated senior loan of up to EUR 5 million (approximately US$7 million). **************************************************************** THE BOARD OF DIRECTORS OF MIGA: Turkey – Guarantee to ING Bank 9. The Board of Directors recorded its concurrence on June 4, 2014 with the President’s proposal to issue the guarantee to ING Bank, a branch of ING-DiBa AG of Germany, as set out in the Report from the President entitled "Turkey – Guarantee to ING Bank to Cover its Loan to Izmir Metropolitan Municipality” (MIGA/R2014-0038, dated May 22, 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 10. 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 June 4, 2014 of the Minutes of the meeting held on May 27, 2014 and of the record of approvals or authorizations between May 23 through May 27, 2014 (M2014-0025 [IDA/M2014-0025, IFC/M2014-0025, MIGA/M2014-0019], dated May 29, 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.