OFFICIAL DOCUMENTS LOAN NUXIBER 9670-tA LOAN N (MBER 9669-L A Loan Agreement (Growth Foundations Development Policy Loan) between t KRAINE and INTERNATION'AkL BAWNK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT AGREFMENT dated as of the Signaturc Datc between UKRAINE (-Borrower-) and INTIRNATIONAI BANK FOR RECONSTRUCTIK0N AND DE\l OPMEN[ (rBank-) for the purpose of providing fnancing in support of the Program (as defned in the Appendix to this Agreemnent). The Bank has decided to prox ide this financing on the basis, inwr alia, of: (i) the actions which the Borrower has already taken under the Program and which are deseribed in Section l of Schedule 1 to this ree m ie action to he taken under the Program as referred to in Section 5.01(b) of this Agreement: and (iii) the Borrowcer's maintenance of an adequate macroeconomic policy framewx ork. Tlc Borrow er and the Bank therefore hereby agreC as fo1low\s: ARTICLE 1 - GENERAL CONDITIONS: DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement apply to and form part of this Agreement, 1.02. Uinless the context requires otherwise, the capitalized terms used in this Agreement have the meanings aseribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LO AN 2.01. 1 he Bank agrees to lend to the Borrowk er the amouni of one billion lix e hundred million Dollars (1.500,000,000) consisting of the following and collectixely the (l Loan"): (a) the amount of nine hundred eighty-three million and eight hundred twx enty- fiN e thousand Dollars (s98ý3,825,000) (1 oan A-): and (b) the amount of -ve hundred sixtcen million and one hundred sex enty-tOve thousand Dollars ($51 6,175,000) (1 oan B3). 2.02. (a) I oan A is to be supported by and is subject to the Credit Fnhancenenit denominated in the I oan Currency. (b) 1 oan B is to be guaranteed by and is subject to the UK Guarantee denominated in the 1. oan Currene. (e) Accordingly, Currency Conv ersion shall not be penmied in respect of this I oan, and the pio\ sios of ie ( Gencial Conditions relatiig to Cutrency Conmersion, including the provisions of Article IV (as applicable),. shall not apply to this Loan. 2.03. Tbc Front-end Fee is one quarter of one percent (0.25' of tlie 1. oan anount. 2.04. lhe Conmitiment Charge is one quarter of one percent (0.25`) per annum on the I nwithdrawn I.oan Balance. 2.05. Thbe interest rate is the Reference Rate plus the Variable Spread or such rate as may apply following a (onxcrsion: subject to Section 3.02(e) of the (eneral Conditions. 2.06. 1 e Payment Dates are February 15 and August 15 in cach ear. 2.07. The principal amount of the l oan shall be repaid in accordance w ith Schedule 2 to this Agreement. 2. . \Without limitation upon the pro\ isions of Section 5.05 of thc General Conditions. the Borrower shall promptly fuirnish to the Bank such inftormation relating to the pro\ isions of this Article I as the Bank may. from time to time, reasonably request. ARTICILE Il -- PROGRAM 301. l hie Borrowxer declares its comminment to the Program and its implementation. To this end. and further to Section 5.05 of the General Conditions: (a) the Borrowx er and the Bank siall from time to time, at the request of either party, exchange vixews on the Borrower's macroecornomic policy framewx ork and the progress achieved in carrying out the Program. including the action specified in Section 5.01 (b) of this Xreemnent: (b) prior to cach such exchange of views, the Borrower shall furnish to the Bank for its reviewx and comment a report on the progress achliexed in carrying out the Program. including the action specitied in Section 5.01(b) of this Agreement, in such detail as the Bank shall reasonably request: and (c) w\ithout limitation upon paragraph (a) and (b) of this Seetion, the Borrowker shall promptly inform the Bank of any situation that would haxe the effect of materially rev ersing the ohjectives of the Program or any action taken under the Program including any action specified in Section l of Schedule 1 to this Agreement or in Section 5.01 (b) of this Agreement. ART ICLE IV - REMEDI ES OF THE BANK 4.01. The Additional Event of Suspension consists of the following, namely that a situation has arisen w%hich shall make it improbable that the Program. or a significant part of it, will be carried out. 4.02. The Additional Event of Acceleration consists of the following. nanely that the exent specified in Section 4.01 of this Agreement oceurs and is continuing for a - 3i - period of sixty (60) days after notice of the e ent has been giv en by the Bank to the Borrower. 4.03. In addition to e ents spec fied in Section 7.03 of thc General Condii ons, the Bank reserv es the right to cancel L oan B to be guaranteed by the U K Guarantec, if. upon eonsul tauons wk ith the UK Guarantor and the Borrow% er, thle Bank deterin 0e tåhat the L-K Guarantec Agrecinent wkil not be sined in a reaäsonaible amount ofu fme. ARTICl E V - EFTFCTI FNESS: 1 ERMIN ATION 5.01. The Addi tional Conditions of E ffectis eness consist of the fot low inu: (a The Bank is satistied ssith the progress achiesed by the Bonower in carrying out the Program and with the adequacy of the Borrows er s macroeconlomie policy framew ork. (b) The Borrowser has enacted a lass strengthening the independence and institutional capacity of the NSSMC in accordance w ith the IOSCO Principles. 5.02. The E ffectiveness Deadline is the date sixty (60) days after the Signature Datc. 5.03. Without limitation to Section 10.02(b) of the General Conditions, any imodficationl to this Agreement shall be executed by written instrument agreed by the parties hereto. Such amendment shall becoie effectise as set fonh iii the anending agreemnent. ARTICIE VI - REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representativ e is its Minister of linarice. 6. 02. For purposes of Section 10.0 l of the General Conditions: (a) the Borrower s address is: Ministry of Finance of Ukraine 12 2 M Irushev skoho Str.. Kyiv, 01008 Ukraine; and tb) the Borrower's Electronic Address is: Facsimile: E-mail: +38 (044) 425-90-26 infomfj-minfin. o. ua -4- 6. 0 3. For purposes ot Sect i( n 10. 01 It he ( eneral Cond1iion1s (a) ihe Bank's address is: International Bank for Reconstruction and De elopment i181 - Street, \NW Washington. D.C. 20433 United States ef Amerca: and (b) the Bank's E lectronic \ddress is: Felex: Facsimile: I mail: 248423(NCI)or 1 -202-477-6)91 abanerji'cw orldbank.org 64145(MCI) AGREED as of the Signature Date. UKRUNE By Authorized Representative ai e: Title: U,n -' Date: C4&.te INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: C4(1 Title: IOr)Q i Date: SCHEDIL. I.E 1 Program Actions; Av ailability of Loan Proceeds Section 1. Actions under the Program The actions taken by the Borron cr under the Program include the following: 1. o reduce the distortionary inpact of S1Es on competition and advance their commercialization. the Borrower has strenethened the accountability and independence of SOE supers isory boards, as evidenced through 1 aw 3 587-LX dated Februay22, 2024, and published in the Official Gazee on March , 2024. 2. lo promote renevwable energy generation, the Borrower has replaced the fixed feed-in lariff with a transparent auction-based incentie mechanism. as esidenced by Lawk u3220-[X dated June 30, 202), and published in the Official (Gazette on July 26, 2023. 3. To enable the trading of rcnewý ahle energy, the Borrows er. through its (oM. has approved the institutional mechanismi required to isse, circulate, and redeei guarantees of origin of electricity produced from renewable energy sources, as e idenced by Resolution :227 dated February 27, 2024. 4. To iiprov e farmers' acce,, to loans through digital technologics, the Borrowser has introduced a new financial instrument that allows for the use of agranan notes as collateral. as ev idenced by l aný '.358i6-IX dated February 22, 2024. and published in the Official Gazeie on March 7, 2024. 4. To efficiently use public funds to support the private sector's access to finance, the BoTower, through its CoM, has rev ised the 5-7-Q [ oan Program to limitii eligibility to SMEsexclusively, as evidenced by Resolution --1403 dated December 27, 2023. 6. To facilitate export processing, the Borrows er, through its CoM, has submitted to the Verkhosna Rada of Ukraine for approsal on January 1 6, 2024, the draft I aw 10411 anending the custons code of Ukraine and aligning it with the European Union customs legislation. lo strengthen the land tax base, the Borrow er. through its CoM. has appro\ ed the initiation of a pilot mass valuation of land salues. as esidenced by Resolution -1078 dated Ociober 13, 2023. 8. To reduce corruption in public procurement, the Borrower. tirough the Miinistry of Finance and the Ministry of E`conomy. has adopted a joint order initiating and outlining the steps for the update of autoinatic risk indicators for e-proeurement, as es idenced by Order -66 3757 dated February 12. 2024. Section kl. Availability of Loan Procceds A. General. The Borrower may wA ithdraw the proceeds of the i oan in accordance wk ith the pro\ isions of this Section and such additional instructions as the Bank may specify hy notice to the Borrower. B. Allocation of Loan Amounts. The Loan is allocated in: (a) a single wý ithdraw al tranche, from wk hich the BorroNN er may make wk ithdrawk als of the 1 oan proceeds: and (b) the amounts requested by te Borrow er to pay: (i the Front-end Fee: (i) each Inierest Rate Cap or Interest Rate Collar premium: and (iii) interest and Commitnent Charges. ihe allocation of the amounts of the I oan to this end is set out in the table below: Amount of Loan A (9670- Anount of Loan B (9669- A) LA) Allocations .,Allocated Xllocated (expresscd in Dollars) (exp resse d in Dollars) (1 Siigle WithdrawA al 81 8 25,00) 514,884,562.50 1 ranche (2 Front-end Fee 2,459,562.50 1,290,43150 13 Amouni due pursuant 0 to Section 4.05(c) of the (ieneral Conditions (4) Amount to be paid 99,540.437.50) n a pursuarnt to Section 2.05(e) of the General Conditions TOTAL ANIOUNT 983,825,000 516.175,000 C. Withdraw al Tranche Release and other Conditions. 1. No wk ithdrak al shall be rnade of the Single \\ ithdrawal franche I oan A unles the Bank is satisfied: (a) w iti the Program heing carried out bs the Borrower: and (sb) xith the adequacy of the BorrowCr's macroeconomti policy fratnework. 2. No w ithdrawal shal be made of the Single Withdraw al franche I oan H unless: (a the Bank and the U K Guarantor has e signed the L K Guarantee Areement and the I K uaranteeAgreement has been delis ered to the Bank and has become eflectisc and (b) the Bank is satismed with: (i) the Program heine carried out bs the Borrower: and iii c the adequacy of the Borroswer omaceconomic policy framework. 3. Pavienis under ( ategory (4) shall be nmade ott of the proceeds ofl oia A tor the interest and Commtlitment Charges accrued up to the Closinu Date and up to the amount allouated under Categors (4t ahose: prov\ided that should the actual interest and Cjommnitment Charges acerued up to the Closing Date exceed the amoumtt indicated under Catecory (4>. the Borrosswer shal] be responsihle fr paing an0 suich additi onal inierest and Commitmet harges 1). Deposit of Loan Anounts. The Borrower, w, ithin ses en (7) days after the withdrawal of the 1 oan from the Loan Account, shall report to the Bank: (a) the exact sum received into the account referred to in Section 2.03(a) of the General Conditionts: (b) the detai s of the account to wk hich the Ukrainian lryv nia equis alent of the I oan proceeds ss il] be credited: (c) Ilie record that an equivalent anount has been accounted tbr in tie Borros er's buduet managemem system: and (d) the ,tatenent of receipts and disbursement of the accounli referred to in Section 2.03(a) of the General Conditions. E. Audit. ( pon the Bank's request, the Borrower shall: 1. hav e the accoun referred to in Section 2.03(a) of the ( General Conditions audited by independent auditors acceptable to the Bank, in accordance wmith consistentl applied auditing standards acceptable to the Bank: 2. furnish to the Bank as soon as available, but in any case. iot later than four (4) months after. a certified copy of ilte report of such audit. of such scope and in such detail as the Bank shall reasonably request, and make such report publie as ailable in a timely fashion and in a manner acceptable to the Bank: and 3. ftmish to the Bank such other information concerning the account referred to in Section 2.03(a) of the General Conditions and their audit as the Bank shall reasonably request. F. Closing Date. Fhe Closing Date is Dcember 3 L 2025. G1. Vse of Loan Proceeds. The Borrowk er undertakes that no Loan proceeds or resources riay be used for defense, securitv, or militarv purposes. or for anv payments made to any defense. security, or military forces. 2. If the Bank determnies. at any time, that an amount of the Loan w as used to make a payment for either: (a) Excluded Expenditures: or (b) used for defense, securny, or iilitar (including any other types of military forces. if' such may be relex ant purposes, tle Bomtei shall, pioniptly upo) noutice fui the Bank, iefund an amoun equal to the amount of such expenditures financed by the Bank. All amounts so refunded to the Bank pursuant to the abovementioned request will be subsequently cancelled. Seetion III. Other tUndertakings A. Credit Enhancement. S Ihe Borrower acknowledges and conlirms that L oan A is supported by a Credit Enhancement. pursuant to which certain oblgations of the Borrower under this Agreemeint are supported througli the Credit Enhaneminent Trust Fund, subject to the terns and conditions set forth in the TF Docruments. 2. ihe Borrowker understands and agrees that, in the event ot any paymen to the Bank pursuant to the terms of the IF Documents as a result of any non-paynent by the Borrower under this Agreemerm, the Contibutor under the Credit Enhancetnent Trust Fund may ha% e certain ights of subrogation and the Bank may assign to the Contributor any right to receive repayment from the Borrower under this Agreement, all subjeet to the terms and conditions of the TF Documents. B. I K Guarantee In the event the LK (juarantec Agreement is signed, the Borrower acknowledges and confirms that Loan B is guaranteed by a UK Guarantec, pursuant to Xwhich the UK Guarantor will guarantec certain obligations of the Borrower under this Agreenten, subjeet to the terms and conditions set forth therein. 2. The Borrower understands and agrees that. in the eNent of any payment to the Bank by the LK Guarantor under the LK Guarantee Agreement as a result of any ion- payment by the Borrowser under this Agreemeint, the U K Guarantor may ha\ e cenain nghts of subrogation and the Bank may assign to the UK Guarantor any - 1 - right to recci\ e repayment from the Borrow Cr under this Agrecmnt, all subjcel to tc tems and conditions ofl thc UK Guarantee cgrement - I l - SCHEDU LE 2 Commitment-L.inked Amortization Repayment Schedule fhe follow ing table sets I'th the Principal Paynent Dates of the I oan and the percentage of the total principal amount of the I oan payable on cach Principal Payment Date Installlmeni Share Level Principai Repaynents Principal Payment Date Installment Share On cach February 15 and August 1 Beginning Augiust 15, 2030 t1ouIg F-d u U 15, 205" 1 On Auust 15, 205?, -i_______ 2` ___ 7 - l2 - APPENDIX Section 1. Definitions 1. )·5-7-9 I oan Progrm means Borrowiuers progran to pro,ide interest rae compensation for loans to husinesses. established by the Borrower's Resolution of the Cabinet of Ministers oft kraine No. 28 dated January 24, 2020. ainended. 2. oM ieans Ilie Borrower-s Cab et of inisters. 3. c ontributor ncans a Member Country makin a conribution to the Credit lnharcment T rust F und in accordance wý iII the terins of the F Documents. 4. -redit Enliatcement" means the credit enhaictement pros ided fot loans made by the Bank to the Borrower pursuant to the terms of the TF Documeitts. I( redit Enhtancenent 1 ust und" means the Adsncinc Needed (redit 1 nhancement for 1 kraine T rust F und (lrust 1-und No. IT0-398i 1 established at the Bank to pros Ide credit enhaflceen et tt tor loans pro\ ided by Ilie Bank to lie Borro er. 6. "(ieneral Condition- nieans the International Bank for Reconstructior änd eelopmenit General (ondhions for IBR) Financing, )evelopment Policy Vinancin,. dated December 14. 2018 (0 ast re\ ised on July 15. 20231, with the iodi ications set forth in Section 11 of this Appendix. -10SCO Principles- means imernaotioal Organization of Securities Commissionts 38 principles on elffcti\ e regulation of securities and capital markets. K 1 oan A means the loan provided for under Section 2. (a) of Ilie I oan Agrecment. 1 oan B- means tle loan pro\ided for under section 2.01(bh of the l oan Agreeniet 10. NSSMC" means the National SCeurities and Stock Market Conunissioi Ilie Borrower's state capital markets regulator. i i Afficial Gazette means one of the Borroer's official lournIas in which las enacted by the Borrower are published. 12. ·Program- means: the program of objecti es. policies. and actions set Corth or referred to in the letter dated March 8, 2024 from the BorTower to the Bank. including the action to be taken and referred to in Section 5.01 (b) of this Agreement. declaring the Borrow er^s commwitmllent to the ecution of the Program, and requesting assistance from the Bank in support of the Program during its execution and comprising actions taken. including those set fOrth in Section I of Schedule I to this Agreenent, and actions to be taken consistem w hit the prograr's objectives. 13. iSs neans state-owned cnerprises. 14. ~Signature Date means the later of the tw o dates on wý hich the BorrowA er and the Bank signed this Agreement and such defnition applies to all references to *the date of the L oan \greementt" in the General Conditions. 15. "Single Withdrawal T1ranxh means the anount f the Ioan allcated t, the category entitled ·Sintgle Withdrawal 1 ranche- in the table set forth in Part 13 of Section 1l of Schedule 1 to this Agreemem. 16. ~SMEs means small and mediunt enterprises. i. ~Tv- means Trust Fund. S5. 1 K (iuarantee- means a guarantee extended b the 1L K Guarantor under the 1 K Guarantec Agreement in a principal atnount of SS 16.1 ?500 iogether with interest. in respect of Loan B. 19. liK Guarantee AgreeTIent- means the guarantec agreetnen entered into between the Bank and the LIK Guarantor providing for the UK Guarantee. as such guarantee agreement may be amended from time to time. and such term inciludes all appendices. schedules and agreements supplemental to the UK (iuarantec Agreement. 210. ~UK Guarantor" means the United Kingdom of Great Britain and Nortltern Ireland. 21. -Lkrainian 1 Iryvnia- means the Borrower"s national currency. 22. 'Verkhovna Rada of Ujkraine means the Burrowers parliament attd sole legislative entity. Section Ii. Modifications to the General Conditions The General Conditions are hereby modilied as follows s: 1. Paragraph (b) of Section 3.01 is deleted in its entirety and replaced wkith the following: - 14 - [BTe Roro\wer shall pay the Rank a ( ommitmIent Ohdrge 0n the UnwNithdrawn j-oan Balance at the rate specified in the 1 oan Agreemnt. l be Comitment Charge on the U nwithdrawn 1 oan Balance of: (a) 1 oan A shall acerue front a date ,ixt\ (60) days afier the datc ol be l oän Agreement to the respecti\ e dates on w hich aounts are k ithdra\. n by the Borrower from the Loan Account or cancelled. (b) 1 nan 13 shall acruce fron a date sixty (60) days allter the datc of the 1 K Guarantec Agreement to the respective dates on xhich amounts are wk ithdraw n by the Borrower fron thc I oan Account or catncelled. 1 xcept as otherxwise pro\ ided in Seetion 107e),t te Borrows er shtall pay the Coimiiiitnent i Charce semti-arttnla ll in arrear on cach a mea Dllat e