LOAN NUMBER 9508-CG Loan Agreement (Accelerating Governance Institutional Reforms for Sustainable Services Operation) between REPUBLIC OF CONGO and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF CONGO ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). (A) WHEREAS the Borrower has requested a financing from the Bank, consisting of: (i) a program for results-financing for the financing of the Program (as described in Part I of Schedule 1 to this Agreement); and (ii) an investment project financing for the financing of the Project (as described in Part II of Schedule 1 to this Agreement, and referred to, collectively with the Program, as the "Operation"). (B) WHEREAS by agreement dated the same date as this Agreement (the "Financing Agreement"), the International Development Association ("Association") has agreed to extend to the Borrower a credit in the amount of twenty-three million six hundred thousand Euros (€23,600,000) for the purpose of assisting in financing the Operation. NOW, THEREFORE, the Borrower and the Bank hereby agree as follows, with respect to the financing of the Operation. ARTICLE I 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. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of forty-two million five hundred thousand Euros (€42,500,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the Operation. 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. All withdrawals from the Loan Account shall be deposited by the Bank into an account specified by the Borrower and acceptable to the Bank. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. ! 2.05. The interest rate is the Reference Rate plus the Variable Spread; or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Borrower elects to apply the Automatic Rate Fixing Conversion to the Loan. Accordingly, without limitation upon the provisions of Article IV of the General Conditions and unless otherwise notified by the Borrower to the Bank in accordance with the provisions of the Conversion Guidelines, the interest rate basis applicable to the aggregate principal amount of the Loan withdrawn during six (6) consecutive Interest Periods shall be converted from the initial Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread for the full maturity of such amount in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. 2.06. The Payment Dates are May 15 and November 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. ARTICLE III OPERATION 3.01. The Borrower declares its commitment to the objective of the Operation. To this end, the Borrower shall carry out the Operation in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV EFFECTIVENESS; TERMINATION 4.01. The Additional Conditions of Effectiveness consist of the following: (a) the Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness (other than the effectiveness of this Agreement) have been fulfilled; and (b) the Borrower has developed and adopted an Operation Manual in accordance with Section I.B of Schedule 2 to this Agreement. 4.02. The Effectiveness Deadline is the date one hundred twenty (120) days after the Signature Date. 4.03. For purposes of Section 9.05 (b) of the General Conditions, the date on which the obligations of the Borrower under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE V-REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its minister in charge of finance. 5.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Ministry of Economy and Finance Boulevard Denis Sassou Nguesso B.P.2083 Brazzaville Republic of Congo; and (b) the Borrower's Electronic Address is: E-mail: contact@finances.gouv.cg 5.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) AGREED as of the Signature Date. REPUBLIC OF CONGO By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Title: Date: 1 ' SCHEDULE 1 Operation Description The objective of the Operation is to increase efficiency of domestic resource mobilization and expenditure management, with a particular focus on health and education sectors. The Operation comprises the Program and the Project and consists of the following activities: Part I. The Program: Within the PFM Reform Program, the Program supports the following two priority areas for a period spanning from 2023 to 2026 (over the second phase and the beginning of the third phase of the PFM Reform Program): (i) increase efficiency in domestic resource mobilization and (ii) modernize PFM and implement program budgeting. It expressly excludes the activities included in the Project. It comprises the following activities to improve the following results areas. Result Area I Increasing Efficiency in Domestic Resource Mobilization Modernization of tax and customs administrations in a manner which increases synergies between the tax, customs and treasury administrations, and increased transparency and accountability in the extractive industry. Result Area 2: Increasing efficiency ofexpenditure management with a particularfocus on health and education 2.A: Improving the Efficiency ofPublic Spending and Managing Climate-Related Fiscal Impacts Strengthening ofbudget management, by: (a) strengthening the assessment of fiscal risks (including those arising from climate change and adverse weather events; (b) implementing program budgeting; (c) improving procedures and organization of the accounting, budgetary and financial functions, to improve budget execution; (d) improving public procurement practices including green-procurement; (e) strengthening the management of public investment, with the integration of climate aspects in the regulatory texts that set out the modalities in the preparation, formulation and selection of projects, the development of the associated procedures manuals and tools for project preparation and selection, and the introduction of assessment and evaluation of expenditures; and (f) enhancing the effective internal and external oversight of public finances. 2.B: Improving the efficiency ofpublic spending in the health and education sectors For each of the Borrower's ministries respectively responsible for health, primary, secondary, and technical education and vocational training, piloting the implementation of performance-based budgeting to improve allocative and spending efficiency in the health and education sectors, by: (a) improving budget preparation and execution; (b) using technology to access' real-time budget information for decision-making to enhance service delivery; (c) improving public procurement management; (d) accelerating access to financing at the level of service providers; (e) facilitating citizens' access to budget execution data of service providers; and, for the ministry responsible for health only; and (f) improving budget planning and allocation for climate-related impacts in the health centers, particularly from waterborne diseases such as malaria. Part II. The Project: The Project includes the following activities: (a) Providing technical assistance and IT packages and carrying out studies to support the strengthening of capacity to manage fiscal risk and mobilize revenues, such as (i) reviewing, analyzing and providing guidance on: (A) options for the modernization of the tax and customs administrations; (B) how to introduce risk-based techniques in the tax and customs administrations; and (C) options for the optimization of the audit function for oil operators and the modeling of oil cost; and (ii) providing digital tools and training of staff to promote revenue mobilization efficiency. (b) Providing technical assistance and IT packages and carrying out studies to support the strengthening of capacity to improve the efficiency of public finance, such as: (i) reviewing, analyzing and providing guidance on: (A) the reorganization of ministries for the operationalization ofprogram budgeting; (B) the institutionalization ofperformance contracts; (C) the procedures and processes for execution of program budgets; (D) the deconcentration of commitment controls and decentralization of budgetary control function in line ministries and relevant institutions; (E) the options for a better selection and monitoring of public investment projects; (F) the evaluation of procurement performance; (G) the incorporation of climate change and gender elements into the budget and reporting; (H) the introduction of performance-based and risk-based auditing techniques and tool; and (ii) providing digital tools and training of staff for public finance efficiency. (c) Providing technical assistance and IT packages and carrying out studies to support the strengthening of capacity to implement the Borrower's 2022-2026 National Development Plan, such as: (i) the design of a monitoring and evaluation system of the reforms; (ii) the preparation of key sectoral strategies and studies identified in the Borrower's 2022-2026 National Development Plan for priority sectors; and (iii) the design and implementation of a communication strategy. (d) Providing technical assistance to support the strengthening of capacity to: (i) monitor and evaluate financial and technical partnerships; and (ii) implement performance management tools in the human resource management system. (e) Providing technical assistance and IT packages and carrying out studies to support the strengthening of capacity to deliver services in health and education, such as: (i) reviewing, analyzing and providing guidance on financing options to facilitate disbursement to the benefit of schools and health centers; and (ii) providing digital tools and training of staff on decision making to enhance service delivery. (f) providing technical assistance and IT packages and carrying out studies to support the change management, verification ofDLRs and audits, such as: (i) strengthening of capacity of national coaches for the application of the Borrower's rapid results initiative national; (ii) strengthening of capacity of the PCU-PRISP with respect to disbursement, monitoring and evaluation and audits, including the carrying out the independent verification of and producing reports on the achievement of the DLRs; (iii) the development of a monitoring and evaluation system to track the implementation progress of the Program and evaluate its impacts; (iv) developing and providing training on data for decision making; (v) developing and operationalizing an ICT-based grievance redress mechanism; and (vi) developing a monitoring and evaluation system to track the level of satisfaction of beneficiaries and supporting civil society participation in oversight activities. SCHEDULE2 Operation Execution Section I. Implementation Arrangements A. Operation Institutions 1. Strategic Committee. The Borrower shall establish, no later than thirty (30) days after the Effective Date and thereafter maintain, throughout the period of implementation of the Operation, its Strategic Committee, which shall provide strategic policy guidance to the Steering Committee and facilitate the implementation of the Operation among multiple stakeholders, with mandate, composition and resources acceptable to the Bank, as further described in the Operation Manual. 2. Steering Committee. (a) The Borrower shall: (i) no later than thirty (30) days after the Effective Date, expand the mandate of the Steering Committee-PRISP to cover its activities in connection with the Operation and its composition to include members from the unit in charge of governance reforms in the office the Borrower's Prime Minister, and the head of cabinet of the Borrower's beneficiary ministries; and (ii) thereafter maintain, throughout the period of implementation of the Operation, the Steering Committee-PRISP with mandate, composition and resources acceptable to the Bank, as further described in the Operation Manual. (b) Without limitation to Section I.A.2(a) of this Schedule, the Steering Committee- PRISP shall monitor progress in implementation of the reforms, facilitate the implementation of the reforms and ensure coordination among stakeholders for the smooth implementation of the Operation, all with technical support from the Borrower's PFM Permanent Secretariat. 3. PFM Permanent Secretariat The Borrower shall, throughout the implementation of the Program, maintain its PFM Permanent Secretariat, for the purpose of (among other things), coordinating the implementation of the activities under the Program, and working closely with the PCU- PRISP and the Steering Committee-PRISP. 4. PCU-PRISP. (a) The Borrower shall: (i) no later than thirty (30) days after the Effective Date, expand the mandate ofthe PCU-PRISP and the contracts of its staff and consultants as needed to cover their activities in connection with the Operation; and (ii) thereafter maintain throughout the period of implementation of the Operation, the PCU-PRISP with composition, attribution and resources acceptable to the Bank, as further described in the Operation Manual. (b) Without limitation to paragraph (a) immediately above, the Borrower, through the PCU-PRISP, shall, no later than ninety (90) days after the Effective Date, recruit and retain at all times during implementation of the Operation: (i) a social safeguards specialist; and (ii) an environmental safeguards specialist, both with terms of reference, qualifications and experience satisfactory to the Bank. (c) Without limitation to Section I.A.3 of this Schedule, the PCU-PRISP shall provide day to day support as needed to the PFM Permanent Secretariat, with a focus on fiduciary, environmental and social, and reporting aspects, and relationship with the Bank. 5. Focal points. The Borrower shall, no later than thirty (30) days after the Effective Date, designate and thereafter maintain in each of its ministries and/or institutions involved in the implementation of the reforms supported under the Operation, a focal point, to facilitate the coordination between the PFM Permanent Secretariat and the ministry and/or institution the focal point represents, for the implementation of the reforms included in the Operation which fall under his or her ministry's (or institution's) mandate. B. Operation Manual 1. The Borrower shall develop and adopt one or more manual(s) (including inter alia a procurement procedures manual) for the Project and the Program (individually referred to, and collectively referred to if there is more than one manual, as the "Operation Manual"), in a manner and substance acceptable to the Bank, and thereafter ensure the Operation is carried out in accordance with such manual. 2. Without limitation to Section I.B.1 of this Schedule, the Operation Manual, shall set forth: (a) the definition of the contours of the Program and Project activities; (b) the institutional, administrative, financial, technical and operational arrangements and procedures for the implementation of the Program, including the agreed Program Action Plan and the verification protocol agreed with the Bank for the evaluation of the achievement of the DLis and their respective DLRs, the overall budget and detailed Program Expenditures; (c) the institutional, administrative, financial, technical and operational arrangements and procedures for the implementation of the Project; as well as (d) the arrangements and procedures applicable to the Operation (with their specificities depending on whether they relate to the Program or the Project), including detailed environmental and social risk mitigation measures and documents; financial management protocols and standards; detailed guidelines for the administration and flow of funds; procurement arrangements; guidance and protocols for the preparation and approval of Annual Work Plans and Budgets in consultation with the Borrower and the Bank; and monitoring and evaluation requirements. ESCP; and (C) corrective and preventive measures taken or required to be taken to address such conditions; and (ii) the Bank is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. (e) The Borrower shall establish, publicize, and thereafter maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. Section II. Excluded Activities The Borrower shall ensure that the Program excludes any activities which: A. in the opinion of the Bank, are likely to have significant adverse impacts that are sensitive, diverse, or unprecedented on the environment and/or affected people; or B. involve the procurement of: (I) works, estimated to cost US$75 million equivalent or more per contract; (2) goods, estimated to cost US$50 million equivalent or more per contract; (3) non-consulting services, estimated to cost US$50 million equivalent or more per contract; or (4) consulting services, estimated to cost US$20 million equivalent or more per contract. Section III. Operation Monitoring, Reporting and Evaluation The Borrower shall furnish to the Bank each Project Reports and Program Reports not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section IV. Withdrawal of Loan Proceeds A. General 1. Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Program Expenditures (inclusive of Taxes), on the basis of the results ("Disbursement Linked Results" or "DLRs") achieved by the Borrower, as measured against specific indicators ("Disbursement Linked Indicators" or "DLIs"); (b) pay Eligible Expenditures for the Project; in the amount allocated to each Category; and (c) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium; all as set forth in the table in paragraph 2 of this Part A ("Disbursement Table"). 2. The Disbursement Table specifies each category of withdrawal ofthe proceeds ofthe Loan: (a) for the disbursement of amounts for the financing of the Program, the Disbursement Table specifies each category of withdrawal of the proceeds of the Loan (including the Disbursement Linked Indicators ("Category"), the Disbursement Linked Results for each Category (as applicable), and the allocation of the amounts of the Loan to each Category; and (b) for the disbursement of amounts for the financing of the Project, the nature of the Eligible Expenditures in the corresponding Category, the allocation ofthe amounts of the Loan to each Category and the maximum percentage of expenditures which may be financed by the Bank using the funds allocated to such Category: Category Disbursement Linked Amount of the Percentage of (including Disbursement Result (as applicable)' Loan Expenditures to Linked Indicator as Allocated' be Financed applicable) (expressed in (inclusive of EUR) Taxes) 3 (1) DLI #1: Increased efficiency in mobilizing tax 6,071,000 and customs revenues DLR 1.1: The Borrower has Yes/No: 1,821,000 64.3% reorganized its tax and custom administration by specialties and functionalities (type of taxes, taxpayers, and taxable bases) m a manner consistent CEMAC Directives on tax and custom's organization. DLR 1.2: The Borrower has From a baseline of 270 1,821,000 64.3% reduced the number of days days, €945,000 when to treat tax disputes reaching 240 days and (scalable) €472,500 for each subsequent 15 day- reduction, up to a max1mum allocated aggregate amount of €2.833.000 DLRl.3: The Borrower has From a baseline of 5%, 608,000 64.3% increased the percentage of €118,000 for the first 20% the taxpayers in LTOs using mcrease and for each $ + .' 1 Formulas describing results required for disbursement (including amounts from both IDA and IBRD financings to calculate each DLR). 2 Total amount allocated from the IBRD financing to the individual DLR. 3 The balance of 35.7% will be financed by IDA. online e-tax for tax filing and subsequent 10% increase, payment (scalable) up to a maximum allocated aggregate amount of €945,000 DLR 1.4: The Borrower has From a baseline of 276 1,821,000 64.3% reduced the number of hours hours, €709,000 when for customs clearance reaching 250 hours and for (scalable) each subsequent 50 hour- reduction, up to a maximum allocated aggregate amount of €2,833,000. (2) DLI #2: Implementation 6,072,000 of performance-based budgeting. DLR 2.1: The Borrower has Yes/No: 1,215,000 64.3% adopted its conceptual framework for programs and program budgets are aligned with the chart of accounts (prior result) DLR 2.2: The Borrower has Yes/No: 1,215,000 64.3% designated the program managers and heads of program operational units in line ministries in accordance with the regulation DLR 2.3: The Borrower's From a baseline of 0, 1,821,000 64.3% ministries in charge of €236,000 per ministry health, primary and when reaching at least 3 secondary education, and new ministries each year, vocational training, up to a maximum allocated respectively, and other aggregate amount of ministries have each €2,833,000 prepared their program action plan to plan and prioritize their needs as part of the preparation of the finance law (scalable) DLR 2.4: The Borrower's From a baseline of 0, 1,821,000 64.3% ministries in charge of health €236,000 per ministry, pnmary and secondary when reaching at least 3 education and vocational new ministries for each 8 training, respectively, and year, up to a maximum other ministries have each allocated aggregate amount prepared an annual of €2,833,000 performance report before the end of first trimester following the fiscal year to which it relates (scalable) (3) DLI #3: Increased 5,471,000 transparency and efficiency in public procurement DLR 3.1: The Borrower has From a baseline of 45%, 3,650,000 64.3% increased the percentage of €945,000 for each 5% public contracts (weighed by increase, up to a maximum contract value) which are allocated aggregate amount awarded through a of €5,666,000 competitive tender process (scalable) DLR3.2: The Borrower has From a baseline of 30%, 1,821,000 64.3% increased the percentage of €472,500 for each 10% public contracts (weighed by increase, up to a maximum number) which are signed by allocated aggregate amount all parties during the period of €2,833,000. of validity of the tender, (scalable) (4) DLI #4: Improved 6,071,000 efficiency of public investments DLR 4.1: The Borrower has Yes/No: 1,821,000 64.3% approved a regulation which sets forth the modalities for the preparation, design and selection of projects, taking into account the climate aspects. (prior result) DLR 4.2: The Borrower has From a baseline of 5%, 4,250,000 64.3% increased the percentage of €472,500 for every 5% new public investment increase, up to a maximum projects in the finance law allocated aggregate amount with studies validated by of €6,615,000. CNEEPIP and screened for climate change mitigation and adaptation (scalable) (5) DLI #5: Increase in 4,856,000 availability of operating grants to frontline providers in health and education DLR 5.1: The Borrower has From a baseline of 0, 2,428,000 64.3% increased the percentage of €236,000 for each 5% health and education increase, up to a maximum (primary, secondary, and allocated aggregate amount vocational training) budget of €3,780,000 appropriation by the national budget director to the departments and municipalities made in compliance with Article 7(1) of the Borrower's decree no. 2022-1875 dated October 29, 2022, on the modalities of budget allocations and priority disbursement of funds for general education schools and health centers (scalable) DLR 5.2: The Borrower has From a baseline of 0, 2,428,000 64.3% increased the percentage of €236,000 for each 5% disbursement of subsidies increase, up to a maximum made to health centers and allocated aggregate amount pnmary, secondary, and of €3,780,000 vocational training schools) by the departments and municipalities, in compliance with Article 7(2) of the Borrower's decree no. 2022-1875 dated October 29, 2022, on the modalities of budget allocations and priority disbursement of funds for general education schools and health centers (scalable) (6) DLI #6: Increased 4,856,000 availability of financial execution information from frontline service providers in health and education DLR 6.1: Number of primary, secondary, and From a baseline of 0, 2,428,000 €94,500 for each 50- .., 64.3% vocational training schools schools increase, up to a with a financial execution maximum allocated report (budget and own aggregate amount of resources) adopted by the €3,780,000 school management committee and published (scalable) DLR 6.2: Number of health From a baseline of 0, 2,428,000 64.3% centers with a financial €4 7,250 for each 25-health execution report (budget and centers increase, up to a own resources) adopted by maximum allocated the health center committee aggregate amount of and published (scalable) €3,780,000 (7) Goods, non-consulting 8,996,800 64.3% services, consulting services, Training and Workshops, and Incremental Operating Costs for the Project (8) Front-end Fee to be paid N/A 106,200 100% pursuant to Section 2.03 of this Agreement in accordance with Section 2.05 (b) of the General Conditions (9) Interest Rate Cap or NIA 0 100% Interest Rate Collar premium to be paid pursuant to Section 4.05 (c) of the General Conditions TOTAL AMOUNT 42,500,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) on the basis ofDLRs achieved prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed €4,725,000 may be made on the basis of DLRs achieved prior to this date but between April 11, 2022 and the Signature Date; or/and (b) for any DLR under Categories (1), to (6), until and unless the Borrower has furnished evidence satisfactory to the Bank that said DLR has been achieved; or/and (c) under Category (7) until and unless the Bank has received evidence that the grievance mechanism under ESS 10, Section 10.2 of the ESCP, has been established, publicized, adopted and is operational, in form and substance satisfactory to the Bank. ·' 2. Notwithstanding the provisions of Part B.1 (b) of this Section, the Borrower may withdraw: (i) an amount not to exceed €10,395,000 as an advance; provided, however, that if the DLRs in the opinion of the Bank, are not achieved (or only partially achieved) by the Closing Date, the Borrower shall refund such advance (or portion of such advance as determined by the Bank in accordance with the formulas in the Disbursement Table) to the Bank promptly upon notice thereof by the Bank. Except as otherwise agreed with the Borrower, the Bank shall cancel the amount so refunded. Any further withdrawals requested as an advance under any Category shall be permitted only on such terms and conditions as the Bank shall specify by notice to the Borrower. 4. Notwithstanding the provisions of Part B.l(b) of this Section, if the scalable DLRs under Category (1.2), (1.3), (1 .4), (2.3), (4.2), (5.1 ), (5.2), (6.1) or (6.2) have not been achieved, the Bank may, by notice to the Borrower: (a) authorize the withdrawal of such lesser amount of the unwithdrawn proceeds of the Loan then allocated to said Category which, in the opinion of the Bank, corresponds to the extent of achievement of said DLR, said lesser amount to be calculated in accordance with the formula set out in the Disbursement Table; (b) reallocate all or a portion of the proceeds of the Loan then allocated to said DLR to any other DLR; and/or (c) cancel all or a portion of the proceeds of the Loan then allocated to said DLR. 4. The Closing Date is June 30, 2027. SCHEDULE3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). •• IR epayments L eveIP rmnenpa Principal Payment Date Installment Share On each May 15 and November 15 Beginning May 15, 2028 1.67% through May 15, 2057 On November 15, 2057 1.47% APPENDIX Definitions 1. "Anti-Corruption Guidelines" means, (a) for purposes of paragraph 5 of the Appendix to the Program General Conditions, the Bank's "Guidelines on Preventing and Combating Fraud and Corruption in Program-for-Results Financing," dated February 1, 2012, and revised July 10, 2015; and (b) for purposes of paragraph 5 of the Appendix to the Project General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 2. "Annual Work Plan and Budget" means the yearly work plans and budgets for the Project prepared and approved by the Borrower incorporating the views of the Bank, all pursuant to Section I.D.1 of Schedule 2 to this Agreement and the protocols and requirements further elaborated in the Operation Manual. 3. "Association" means the International Development Association. 4. "Category" means a category set forth in the Disbursement Table. 5. "CEMAC" means the Central African Economic and Monetary Community. 6. "CEMAC Directives" means the three following directives on tax and custom's organization adopted by the CEMAC: (i) Directive no. 01/04-UEAC-177 U-CM-12 dated July 30, 2004; (ii) Directive no. 11/22-CEMAC-UEAC-0IOA-CM-38 dated November 10, 2022; and (iii) Directive no. 13/22-CEMAC-UEAC-0l0A-CM-38 dated November 10, 2022. 7. "CNEEPIP" means Centre national d'etudes et d'evaluation des projets d'investissement public (National center for studies and evaluation ofpublic investment projects), an agency established by the Borrower's law no. 34-2018 dated October 5, 2018 8. "Disbursement Linked Indicator" or "DLI" means in respect of a given Category, the indicator related to said Category as set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement. 9. "Disbursement Linked Result" or "DLR" means in respect of a given Category, the result under said Category as set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement, on the basis of the achievement of which, the amount of the Loan allocated to said result may be withdrawn in accordance with the provisions of said Section IV. 10. "Disbursement Table" means the table in Section IV.A.2 of Schedule 2 to this Agreement. 11. "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated March 8, 2023, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Borrower shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 12. "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Bank. 13. "Financing Agreement" means the financing agreement for the Operation between the Borrower and the Association, dated the same date as this Agreement, as such financing agreement may be amended from time to time. "Financing Agreement" includes· all appendices, schedules and agreements supplemental to the Financing Agreement. 14. "General Conditions" means, collectively (unless the context otherwise require), the Program General Conditions and the Project General Conditions. In such cases, capitalized definitions are the same in both sets of General Conditions. In cases where the capitalized definition defers, the term will be defined in this Appendix. 15. "Incremental Operating Costs" means the incremental operating expenses of the PCU- PRISP, based on annual budgets approved by the Association, on account of the Project, consisting of operation and maintenance costs of office, vehicles; water and electricity utilities, telephone, office supplies, bank charges, salaries of contractual staff, travel and supervision costs including per diem, but excluding the salaries, indemnities and meeting allowances, other sitting allowances, salary top ups and all honoraria of officials and public servants of the Borrower's civil service. 16. "LTOs" means the taxpayers qualifying as large taxpayers under the Borrower's Tax Code ("Code General des Impots '') (Articles 26 to 28). 17. "Operation" means, collectively, all activities described under the Program and the Project in Schedule 1 to this Agreement. 18. "Operations Manual" means the manual developed and adopted by the Borrower for the carrying out of the Project and the Program, pursuant to Article 4.01 of this Agreement, in accordance with the provision of Section I.B.1 of Schedule 2 to this Agreement. 19. "PCU-PRISP" means the project coordination unit established by the Borrower's decree no. 2018-384 dated October 11, 2018, for the creation, attributions and organization of the public sector integrated reforms project's coordination unit, with modifications in accordance with Section I.A.4(a) of Schedule 2 to this Agreement. 20. "PFM" means public finance management. 21. "PFM Reform Program" means the Borrower's PFM Reform Program documented in the 2020-2029 PFM Strategy ("Plan strategique de reforme du systeme de GFP gestion des finances publiques") validated by the Borrower's minister in charge of budget dated August 5, 2020, to be adopted by the Borrower's government1in alignment with its 2022- 2026 National Development Plan, which focuses on the following four priority areas, covering 2020-2029 for an estimated cost equivalent to US$135,000,000: (i) increase efficiency on domestic mobilization, (ii) modernize PPFM and implement program budgeting, (iii) rationalize debt management and increase sustainability of public finance; and (iv) strengthen the management of PFM reforms. 22. "PFM Permanent Secretariat" means the Borrower's committee established in accordance with the Borrower's decree no. 2021-673 dated December 31, 2021, on the organization of its ministry of finance, budget and public portfolio, having attributions and organization as spelled out in the Borrower's decree no. 2022-423 dated July 22, 2022 on the attribution and organization of the permanent secretariat for public finance reforms. 23. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the Project General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 24. "Project" means the activities described in Part II of the Operation. 25. "Project Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 26. "Project General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018 (revised on August 1, 2020, December 21, 2020, April 1, 2021, and January 1, 2022). 27. "Program" means the activities described in Part I of the Operation. 28. "Program Action Plan" means the Borrower's plan dated March 7, 2023 and referred to in Section I. C. l of Schedule 2 to this Agreement, setting out the actions that the Borrower will need to take to address gaps identified in the current fiduciary and environmental and social system and complaints, as such plan may be amended from time to time with the agreement of the Bank. 29. "Program Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the Program General Conditions, the Association's "Guidelines on Preventing and Combating Fraud and Corruption in Program-for-Results Financing," dated February 1, 2012, and revised July 10, 2015. 4 Prior to implementing the Program, the Borrower shall adopt the PFM Reform Program. 30. "Program General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Program-for-Results Financing", dated December 14, 2018 (revised on August 1, 2020, December 21, 2020, April 1, 2021, and January 1, 2022). 31. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 32. "Steering Committee-PRISP" means the committee established by Borrower's decree no. 2018-383 dated October 11, 2018, for the creation, attributions and composition of the public sector integrated reforms project's steering committee, with modifications in accordance with Section I.A.2(a) of Schedule 2 to this Agreement. 33. "Strategic Committee" means the committee to be established by the Borrower 1n accordance with Section I.A. I of Schedule 2 to this Agreement. 34. "Training and Workshops" means the reasonable cost oftrainings, study tours, conferences and workshops conducted and/or attended by the Borrower's officers and personnel, in the territory of the Borrower or, subject to the Bank's prior no objection, overseas, including the purchase and publication of materials, rental of facilities, course fees, and lodging, travel expenses and per diems for trainers and/or trainees, as approved by the Bank in an Annual Work Plan and Budget. 35. "Verification Agents" means the consultant or consultants, government agency/ies and/or panel(s) of experts to be selected/appointed in accordance the provision of Section I.C.2(a) of Schedule 2 to this Agreement. 36. "Verification Protocol" means the verification protocol agreed between the Borrower and the Bank, which shall form part of the Operation Manual, setting forth the basis and methodology for verification of the achievement of Disbursement-Linked Results, as the same may be modified from time to time with the prior written agreement of the Bank. 3 7. "Year" means an uninterrupted period of consecutive days, starting on the Effective Date for the first period and on January 1 for each subsequent period, and ending on December 31 except for the last period which ends on the Closing Date. " +'