FROM: Vice President and Corporate Secretary Minutes of a Meeting of the Board of Directors of IFC held in the Board Room on May 9, 2019 at 10:03 a.m. 1. There were present: CHAIR: Mr. Le Houerou, Chief Executive Officer, IFC DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS DIRECTORS: M. Abdul Karim D. Kinder E. Agustin L. Klemola H. Alogeel B. Lvin M. Bhuiyan J. Nathan P-O. Chotard F. Odey K. Davidse P. Pagano C. DeLuca D. Pierini R. Eletreby Y. Suzuki N. Francken S. Tarar W. Gruber J-C. Tchatchouang C. Hogan Y. Wang F. Jimenez J. Zattler A. Kabagambe OFFICERS AND STAFF PARTICIPATING: L. Sturtevant, Acting Vice President and General Counsel Y. Tsikata, Vice President and Corporate Secretary S. von Friedeburg, Chief Operating Officer S. Pimenta, Regional Vice President N. Thapar, Manager I. De Calonje, Chief Investment Officer J. Middleton, Principal Environmental Specialist D. La Porta, Senior Mining Specialist * M. Bae, Senior Social Development 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. Sierra Leone – Investment in Sierra Rutile 2 2. The Board of Directors of IFC considered the President’s Memorandum and a Report on an investment in Sierra Rutile 2 in Sierra Leone in the form of straight equity of up to US$60 million (IFC/R2019-0097;/4, dated April 12, 2019, April 15, 2019, April 25, 2019, April 29, 2019, and May 6, 2019, respectively) and adopted Resolution No. IFC2019-0015. Mr. Bethel wished to be recorded as objecting and Messrs. Schoenleitner and Zattler wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 11:51 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. Minutes of Meeting of the Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA held in the Board Room on May 9, 2019 at 11:56 a.m. 1. There were present: CHAIRS: S. Yang, Managing Director and WBG Chief Administrative Officer S. von Friedeburg, Chief Operating Officer, IFC Mr. Iyer, Vice President and Chief Operating Officer, MIGA EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: E. Agustin L. Klemola A. Alkhalaf W. Ko R. Beadle B. Lvin M. Bhuiyan J. Nathan P-O. Chotard T. Nomoto K. Davidse P. Pagano R. Eletreby D. Pierini W. Gruber G. Schoenleitner D. Harris J-C. Tchatchouang F. Jimenez M. Zhang M. Joao J. Zattler A. Kabagambe A. Zekri D. Kinder OFFICERS AND STAFF PARTICIPATING: S. Okoro, Senior Vice President and General Counsel Y. Tsikata, Vice President and Corporate Secretary * C. Muller, Regional Vice President * G. Baker, Regional Vice President, IFC M. Sherman, Director, Strategy and Operations L. Burunciuc, Country Director J-P. Olters, Country Manager * C. Colbert, Manager, IFC P. Khandelwal, Deputy Division Chief, IMF * via videoconference This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Tajikistan – Country Partnership Framework 2. The Executive Directors discussed the joint IDA/IFC/MIGA Country Partnership Framework for Tajikistan for the period FY19-FY23 (IDA/R2019-0087[IFC/R2019-0099, MIGA/R2019-0042];/2, dated April 17, 2019, May 1, 2019, and May 6, 2019, respectively). Adjournment 3. The meeting adjourned at 1:20 p.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. The following item(s) have been approved on an Absence-of-Objection Basis or have been authorized to proceed on a streamlined basis between May 3, 2019 and May 9, 2019 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Ghana – Additional Loan and Additional Grant - Ghana Forest Investment Program (FIP) - Enhancing Natural Forest and Agroforest Landscapes Project 1. The Executive Directors recorded their approval on May 3, 2019 of the additional loan and grant in the amount of US$7.00 million and US$12.39 million, respectively, from the Strategic Climate Fund (SCF), to Ghana for a Ghana Forest Investment Program (FIP)- Enhancing Natural Forest and Agroforest Landscapes Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0086, dated April 16, 2019). Djibouti - Second Additional Credit and Grant - Improving Health Sector Performance Project 2. The Executive Directors recorded their approval on May 3, 2019 of the second additional credit and grant in the amount of SDR 0.8 million (US$1.0 million equivalent) for the credit and SDR 3.6 million (US$ 5.0 million equivalent) for the grant from the IDA18 Sub-Window for Refugees and Host Communities (RSW) to Djibouti for the Improving the Health Sector Performance Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0080;/2, dated April 9, 2019, and April 25, 2019, respectively). Messrs. Bethel and de Villeroche wished to be recorded as abstaining. China - Grant from the Global Environment Facility (GEF) - Distributed Renewable Energy Scale-Up Project 3. The Executive Directors recorded their approval on May 3, 2019 of the grant from the Global Environment Facility (GEF) in the amount of US$7,278,600 to China for the Distributed Renewable Energy Scale-Up Project on the terms and conditions set out in the President’s Memorandum (GEF/R2019-0002;/3, dated April 19, 2019, and April 30, 2019, respectively). Mr. Bethel wished to be recorded as objecting. Central African Republic - Development Policy Grant - Consolidation and Social Inclusion Development Policy Financing 4. The Executive Directors recorded their approval on May 6, 2019 of the development policy grant in the amount of SDR 71.6 million (US$100 million equivalent) to Central African Republic for a Consolidation and Social Inclusion Development Policy Financing on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0083, dated April 15, 2019). Post-Employment Benefits Plan Proposal for Consistent Cost Recovery Provisions 5. The Executive Directors recorded their approval on May 8, 2019 of the document entitled “Post-Employment Benefits Plan Proposal for Consistent Cost Recovery Provisions (R2019- 0100, dated April 29, 2019). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Armenia – Additional Loan and Restructuring - Lifeline Road Network Improvement Project 6. The Executive Directors recorded their approval on May 8, 2019 of the additional loan in the amount of EUR 13.4 million (US$ 15 million equivalent) to Armenia and restructuring of the Lifeline Road Network Improvement Project on the terms and conditions set out in the President’s Memorandum (R2019-0087, dated April 19, 2019). Moldova – Credit and Scale Up Facility Credit - Power System Development Project 7. The Executive Directors recorded their approval on May 8, 2019 of the credit in the amount of EUR 47.9 million (US$55 million equivalent) and a Scale Up Facility credit (SUF) in the amount of EUR 13.1 million (US$15 million equivalent) to Moldova for a Power System Development Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0085;/2, dated April 12, 2019, and April 25, 2019, respectively). Mr. Marshavin wished to be recorded as abstaining. Micronesia – Grant - Federated States of Micronesia Maritime Investment Project 8. The Executive Directors recorded their approval on May 9, 2019 of the grant in the amount of SDR 27.6 million (US$38.49 million equivalent), which includes SDR 6.9 million (US$9.62 million equivalent) in National IDA and SDR 20.7 million (US$28.87 million equivalent) in Regional IDA, to Micronesia for a Federated States of Micronesia Maritime Investment Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0092, dated April 22, 2019). Marshall Islands – Grant - Marshall Islands Maritime Investment Project 9. The Executive Directors recorded their approval on May 9, 2019 of the grant in the amount of SDR 23.7 million (US$33.12 million equivalent), which includes SDR 11.3 million (US$15.75 million equivalent) in National IDA and SDR 12.4 million (US$17.37 million equivalent) in Regional IDA, to Marshall Islands for the Marshall Islands Maritime Investment Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0093, dated April 22, 2019). Samoa – Additional Grant - Samoa Aviation Investment Project Additional Financing II 10. The Executive Directors recorded their approval on May 9, 2019 of the additional grant in the amount of SDR1.6 million (equivalent to US$2.20 million) to Samoa for the Samoa Aviation Investment Project Additional Financing II on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0091, dated April 22, 2019). Tonga – Grant - Digital Government Support Project 11. The Executive Directors recorded their approval on May 9, 2019 of the grant in the amount of SDR3.4 million (equivalent to US$4.65 million) to Tonga for the Digital Government Support Project on the terms and conditions set out in the President’s Memorandum (IDA/R2019-0094, dated April 22, 2019). 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 Egypt – Investment in Edita Food Industries S.A.E. for the Edita Project 12. The Board of Directors authorized on May 7, 2019 an investment in Egypt - Edita Food Industries S.A.E. for the Edita Project (IFC/R2019-0116, dated April 25, 2019) in the form of one or more “A” loans for an aggregate amount of up to US$30 million. Turkey – Investment in Alternatifbank A.Ş. 13. The Board of Directors authorized on May 7, 2019 an investment in Turkey - Alternatifbank A.Ş. (IFC/R2019-0112, dated April 25, 2019), of up to US$100 million in senior debt financing that comprises the following: (i) an “A” loan of up to US$80 million and (ii) a trust loan of up to US$20 million from IFC acting in its capacity as the implementing entity for the MCPP. India – Investment - Shriram Transport Finance Company Limited 14. The Board of Directors authorized on May 7, 2019 an investment in India - Shriram Transport Finance Company Limited (IFC/R2019-0114, dated April 25, 2019), in the form of debt investment of up to INR7,100 million (US$100 million equivalent). East Asia and Pacific Region – Additional Investment - Jungle Ventures III, L.P. 15. The Board of Directors authorized on May 8, 2019 an investment in East Asia and Pacific Region - Jungle Ventures III, L.P. (IFC/R2019-0117, dated April 26, 2019), in the form of additional equity commitment of up to US$5 million to Jungle Ventures III LP. IFC’s aggregate commitment will remain below 20 percent of total fund size. They also adopted Resolution No. IFC2019-0016. ****************************************************************************** THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC AND THE BOARD OF DIRECTORS OF MIGA Business Continuity - Presidential Order of Succession 16. The Executive Directors recorded their approval on May 3, 2019 of the “Business Continuity - Presidential Order of Succession” (R2019-0099[IDA/R2019-0103, IFC/R2019- 0115, MIGA/R2019-0050];/1, dated April 24, 2019, and May 3, 2019, respectively). Official Travel of Executive Directors, Alternate Executive Directors, Senior Advisors and Advisors to Executive Directors as of May 2, 2019 17. The Executive Directors recorded their approval on May 6, 2019 of the “Official Travel of Executive Directors, Alternate Executive Directors, Senior Advisors and Advisors to 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. Executive Directors as of May 2, 2019” (R2019-0107[IDA/R2019-0130, IFC/R2019-0127, MIGA/R2019-0055], dated May 3, 2019 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.