Execution Version Dated October 9, 2014 COLLABO)RATION ARRANGEMENT relating to Global Ini[astructure Facility Partnership Program Execution Version This Collaboration Arrangement is entered into on October 9, 2014 between: (1) CAISSE DE DEPOT ET PLAGEMENT DU QUEBEC, represented by its Senior Vice Presi lr Private Equity and Infrastructh re and headquartered at 1000, Place Jean Paul Riopelle, Mc -In al (Quebec) H2Z 2B3 (as an "Ac visory Partner"); and (2) THE WORLD BANK GROUP comprising the INTERNATIONAL BANK FOR RECONSTRUCTION AND DHVELOPMENT ("IBRD") and INTERNATIONAL DEVELOPM EN ASSOCIATION ("IDA"), head quartered at 1818 H Street, NW, Washington, DC 20433, US \ ie INTERNATIONAL FINANCE CORPORATION, ("IFC") headquartered at 2121 Pennsylvan Avenue, NW, Washington, DC; 20433, USA, and the MULTILATERAL INVESTMENT GUARANTEE AGENCY, ("M GA"), headquartered at 1818 H Street, NW, Washington, DC C 33, USA (the "World Bank Group") (each a "Party" and together, the "Parties"). Preamble (A) There is broad international recognition, as confirmed by the G20, the OECD, Interl Eli: 'ial Organizations (IOs), the G77 and the private sector represented by the B20 that investin, r :he infrastructure of Emerging M arkets and Developing Economies (EMDEs) is needed, to :::r Ind access to basic services and raise living standards for all, and to meet global economic c rc vth targets. (B) Meeting this need presents a significant financing challenge. Given constraints on i! i, ng sources of infrastructure finance-particularly in the public sector-a redoubled and coor:Ii, ed effort is needed to mobilize pr vate sector finance for EMDE infrastructure. (C) There is an absence of robu ;t pipelines of structurally sound and bankable projects anc hi is understood to be the greatest barrier to achieving significantly more infrastructure investm( r t. (D) Governments, development fiiance institutions, donors, and private investors share an int ie! in developing the market for priiate infrastructure finance in EMDEs: both on the demand :;i:1 in the numbers of structurally sc und and bankable projects seeking finance, and gradual emE re ice of EMDE infrastructure as a ecognized asset class; and the supply side, in the range of pri ate investors that actively partici )ate in financing those projects. Achieving these goals will be efit from collective action between this range of entities-to leverage resources and knowli-cig, to find solutions to complex irfrastructure financing challenges that no single institutior c: uld achieve alone. (E) In support of these goals, the Parties propose the establishment of a Global Infrastructure 1: 3: lity Partnership Program ("GIF"). The GIF will be an open global platform aiming at leverac ir Ithe efforts of the wide range of ir stitutions currently engaged in supporting EMDE infrastructh r: /ith the participation of private infrastructure investors, coalescing around project prep ilal on, structuring, and risk mitigatic n for individual infrastructure investments. In this regard, i 31F aims to complement existing and proposed services and initiatives currently supported t,y the Parties and other prospective GIF partners. The GIF intends to provide resources to prepa o, ell- structured, infrastructure pro ects, and to serve as an additional mechanism for access irc the expertise of the Parties and other GIF partners, in combination with guidance from pros p: ive private sector financiers into project structures. The GIF thereby aims to achieve greater IE Va ige of official resources in the face of substantial EMDE infrastructure needs-in particular fir I ge and complex projects with the potential to attract significant private capital. (F) The Parties are now interes ed in collaborating in developing the Global Infrastructure F a: lity Partnership Program, together with other partners. 2 Execution Version Accordingly, the Parties have come to the following understanding: 1 Global Infrastructure Facilit I Partnership Program Framework 1.1 The GIF is intended to be based on the preliminary objectives and principles set ot t ir Annex 1 (Preliminary GIF FoLndational Principles). The Parties acknowledge their mutual understanding that while the GIF Foundational Principles are an initial basis for their collat :z on, they are of an indicative natura and will continue to be developed amongst the Parties and A it, other potential partners until the GIF is formally established. The final version of these obje:: i% s and principles will be agreed upon by the GIF Partners and be reflected in the agreement establishing the GIF. 1.2 The Parties intend to Nork together with any additional participants who may be collaborating on the GIF to fuither enhance their coordination, in particular by developing tI E IF, with a view to formally establi:;hing the program by December 2014. 2 Further Collaboration 2.1 Pursuant to the foregoing, the Parties will use reasonable endeavors to continue tc collaborate in developing the 31F, including but not limited to: a. Nature and scope of collaboration under the GIF, such as proposed categories of partnership and the roles, rights, and responsibilities associated with each categor, b. Governance arrangerients of the GIF; c. Operational policies applicable to the GIF's operations; d. Scope of GIF activities and sources/uses of GIF funds, including approach to projE:: selection criteria and :oordination with the Parties' existing facilities; and e. Any other aspects of :ollaboration required to finalize the design of the GIF, includ n- sharing best practice and experience with regard to project preparation, through th u! a of knowledge platforn is for the infrastructure sector. 2.2 During the process of finaliz ng the design of the GIF, the multilateral development banl<; Ii ted in Annex 2 will be invited to participate as initial Technical Partners. Once the GIF d( sic is finalized, additional collaborative efforts are required to develop the operational details f:i the GIF, at all times complem nting existing efforts and facilities and building upon the s red knowledge and experience of the Parties in this area. This includes determining the e" of coordination between the Parties and project origination process. 3 General 3.1 This Collaboration Ar angement is not a legally binding agreement or commitment bi le Parties to enter into or provide support for any specific activity or project. The Parties acknowledge that the provisic ns of this Collaboration Arrangement represent their commoi understanding and intentions only and that the Parties do not intend to create or impose a 1. gal obligations or liabilities on an, Party. 3.2 This Collaboration Ar angement is valid and effective for a period of one year from t .c date thereof, unless supersec ed at an earlier date by the establishment of the GIF. 3.3 The Parties expect that this document and information with respect to the collabor t v activities contemplated hereir will be publicly disclosed. Such disclosure will be made in accordance with the Parties' iespective disclosure policies. The Parties plan to consult witl w h 3 Execution Version other concerning the manner and form of any acknowledgment of the other Party's support regarding the activities. 3.4 Nothing in this arrang ament will constitute or be construed as a waiver, renunciatic 1 c other modification of any of th e privileges, immunities and exemptions granted to any of thE Parties under their constituen documents, international conventions and any applicable lai \ In witness whereof, each of the Parti as has caused this Collaboration Arrangement to be execute : ir two (2) counterparts of equal content and form by a duly authorized representative of each Party a, of ie date first set forth above. 4 Execution Version CAISSE DE DEPOT ET PLACEMEN- DU QUEBEC By: MACKY TALL, SENIOR VICE PRESIDENT, PRIVATE EQUITY AND INFRASTRUCTURE 5 Execution Version THE WORLD BANK GROUP, comprising the INTERNATIONAL BANK FOR RECONSTRUCTIOt V. D DEVELOPMENT, the INTERNATION %L DEVELOPMENT ASSOCIATION, the INTERNATIONAL FINANCE CORPORATION and the IV ULTILATERAL INVESTMENT GUARANTEE AGENCY By: JI ONG KIM, PRESIDEN6 6 Execution Version Annex I Prelirr inary GIF Foundational Principles 1 Objectives 1.1 The objective of the C IF is to promote private sector investment in infrastructure pr e: :s in emerging markets and developing economies (EMDEs) through robust project preparatic r provision of appropriate risk r itigation instruments, and thereby increasing the commercial 2 n: institutional investor engagerrent in the EMDE infrastructure market. It is focused on collaboration in complex publi,:-private partnerships and projects with potential for commer:i:1l viability which require project )reparation resources, policy dialogue and eventual infrastruit it financing solutions that no sin 3le institution could achieve alone. 1.2 To this end, the GIF eims to create a global platform to provide financial and coord ra: on resources in collaboration with the project preparation, advisory, and financing efforts of thi fv e range of donor and developm Bnt finance institutions currently engaged in supporting EMDI infrastructure, with the input aid ideas of private infrastructure investors. GIF's engagemer : :: ild stretch from upstream suppor on project definition, preparation, and investment feasibility assessment, through to down stream transaction preparation, financial structuring, and risk mitigation/credit enhancemen . 1.3 Over the longer term, by contributing to the stock of high quality and well-structure infrastructure projects, the GIF can be expected to help in the development of EMDE infrastructure as an asset claE s attractive to a wide range of private investors seeking long. tor I assets in faster growing economies, but which until now have been presented only limited infrastructure investment opportunities that meet their risk tolerance and investment profilei. 2 Operating Principles 2.1 The GIF intends to or erate according to the following core principles, to be finalize Ju on agreement among GIF partners: (i) Leveraging the irivate sector-specializing in project financing modalities t 'II draw together comparative advantages of public and private sectors; (ii) Addressing pub ic goods-focusing on core infrastructure; particularly those infrastructure pro ects that are climate friendly or trade enabling; (iii) Promoting sust inability and inclusiveness-ensuring projects adhere to b :t practice standards for social and environmental responsibility; and (iv) Collaborating, c ,mplementing and partnering for solutions-mobilizing te. ill cal and financial resc urces of all partner entities-World Bank Group entities, mul 1i1 ral development inst tutions, other public institutions, and private investors-in an innovative and fle xible way, to complement existing capacities, achieve greate leverage and adcress the complex infrastructure financing challenges that are beyond the resoL rces of any individual partner. 3 Institutional Arrangements and Governance 3.1 The GIF is expected o involve a wide range of stakeholders who are involved in t E development and implementation of infrastructure projects, both public and private. GIF pa Ii, 's are expected to fall into one c r more of the following categories: 7 Execution Version (i) Funding Partners-Partners that provide financial contributions to the GIF wil he considered Fundi ig Partners. (ii) Technical Partnurs-Partners that can and who will agree to provide specific technical advice z:nd support to GIF activities including execution of GIF-funde i activities and/or provision of GIF-backed credit enhancement or liquidity suppc t instruments. (iii) Advisory Partne 's-Private investors or entities that represent the voice of commercial and/ r institutional investment, whether pension funds, insurance companies, sovereign wealth funds, banks or other financial institutions, as we Ia other multilateral )r bilateral agencies engaged in supporting private sector infrastructure projects, to be invited into discussions related to project preparat n, optimal approach as to financial structuring, and the design and use of risk instruments, with a view to ensure suitability of projects for commercial and/or institutional inves ment. 3.2 A GIF Governing Co:ncil is proposed to oversee the GIF's strategic programmin, management and use of fund -, and development of operational policies and procedures; a 1 hold the GIF Management Unit (see section 4.1) accountable for delivering on the facility's objectives and principles, witl advice and support from the Advisory Partners. The compoc it ci of the Governing Council will be agreed between IBRD and prospective partners, but is propc :3!( to comprise representatives of Funding and Technical Partners. 3.3 An Advisory Counci comprised of all GIF partners, chaired by the Managing Dire .c and Chief Financial Officer of the World Bank Group, will be periodically convened to facilit re coordination of GIF activities and support GIF operations. This Advisory Council will serve :i. sounding board, providing guidance and support for GIF Management, and in particular wii i view to ensuring suitability of )rojects for private sector investment. 4 Management 4.1 The GIF will be admir istered by the World Bank Group, through a small, dedicatec t :.: n established for this purpose (Ihe GIF Management Unit). The GIF Management Unit will fu 1 ti n as a coordinating body as pro ects are identified for inclusion in the pipeline, and then mov, toward technical support and inancing phases. The GIF Management Unit will not lead inc \ ic jal projects. 4.2 GIF activity implemer tation teams will be led by selected staff of Technical Partnel institutions, coordinated by th, GIF Management Unit in consultation with client goverrimei t;, according to specific project r)quirements and the project origination processes. Composi i r 3f the implementation teams mEy vary according to the need of individual projects and gover in: nts. 5 Activities and Projects 5.1 Project selection criteria and processes could be developed to reflect the follow r g principles: (i) Development Impact-projects that support the development goals of the GIl partner institution 3; (ii) Alignment-proj ,cts that are aligned with recipient/sponsor country priorities it c strategies; (iii) Complexity-prcjects that require multiple parties to come together to provide structuring, arran 3ing and financial support, and/or projects which require a bl r d )f financial instrume nts; and 8 Execution Version (iv) Catalytic Impact-projects that have significant potential to achieve financial ia lity, leverage public fL nds, and attract private sector and/or institutional investors- s.14 as through Public-Private Partnership (PPP) modalities-while still meeting government's service delivery objectives. The GIF will focus on infrastr cture investments that have global public good characteristic !: ich as climate friendly-projects that are low emitting or encourage efficiency in the provisior cf infrastructure services; and trade enabling-projects that facilitate or enhance interconnei tv and trade. 5.2 The scope of suppo I provided to a particular project will be defined flexibly, with : v Iw to complementing the resources and support already available from partner entities and ot 1or funding mechanisms. During he GIF pilot phase, this support may include the following ac ii s, corresponding to major project development stages: (i) Project definition and enabling environment - sector planning and investment prioritization; project definition, including needs analysis and pre-feasibility scr ! r ig; and legal, regulatory, or institutional reforms; (ii) Project preparation and investment feasibility - feasibility studies, investment appraisal, and PFIP structuring; (iii) Transaction support and financial structuring - preparing and implementing transactions, and design of risk mitigation/credit enhancement packages; and (iv) Financial arrangiig and credit enhancement - arranging and mobilizing financi l1 packages from a range of sources and partners. 6 Operational Policies Sound operational policies-i icluding in particular the management of environmental and :Ic 1l impacts and risks, and transparency in procurement-are critical to the success of infrastri cth e projects in supporting sustain able, inclusive development; as well as for investors in those projects to manage financial, eputational and legal risks. In developing the appropriate framework for GIF-supported operations, the GIF could draw upon existing arrangements - external implementing entitie,. under World Bank Partnership Programs. GIF partners will collaborate to establish an aporoach to fiduciary, environmental and social safeguards anc 0t 3r standards and policies, and develop, manage and oversee an accreditation process for GI : Technical Partners who are eKpected to function as implementing entities for GIF activities 9 Execution Version Annex 2 Multilateral Development Banks (MDBs) and their Respective Project Preparation Resources and Initiatives During the process of finalizing the design of the GIF, the following MDBs will be invited to partici :,it: as initial Technical Partners. The opera ional details for the GIF will at all times complement the i!i ng efforts and facilities of these MDBE, which include but are not limited to the infrastructure rc act preparation resources and initiatives I sted below: a. African Developmeit Bank (AfDB) - NEPAD Infrastructure Project Preparation 1-I lity (NEPAD-IPPF) as w 1ll as the project development business segment of Africa i ind various support effort 3 for Africa-focused PPFs; b. Asian Development Bank (ADB) - Office of Public-Private Partnership and its pr no ;ed Asia Pacific Project :reparation Facility ('AP3F') as well as several dedicated I ti nal PPFs; c. European Bank foi Reconstruction and Development (EBRD) - Legal Tr ir s ion Programme, and the !roposed EBRD Infrastructure Project Preparation Facility ('I1Pl); d. European Investmetit Bank (EIB) - European PPP Expertise Centre (EPEC); e. Inter-American Development Bank (IADB) - 'InfraFund' project preparation facili y f. Islamic Developmeit Bank (IsDB) - Arab Financing Facility for Infrastructure TE c' cal Assistance Facility (ikFFI TAF), co-managed with the International Finance Corl cIn ion (IFC); and g. World Bank Group (WBG) comprising the International Bank for Reconstruct:i nd Development (IBRD) the International Development Association (IDA), the Inter 1 t nal Finance Corporation IFC), and the Multilateral Investment Guarantee Agency (MI 3V 10