64558       FROM: Vice President and Corporate Secretary     Minutes of Meeting of the Board of Directors of IFC, held in the Board Room on Thursday, July 7, 2011 at 10:04 a.m.     1. There were present:   CHAIR:   L. Thunell, Executive Vice President   EXECUTIVE DIRECTORS AND ALTERNATES ACTING AS EXECUTIVE DIRECTORS:   S. Al Issa (Temporary Alternate) W. Lui (Temporary Alternate)   K. Alkhudairy (Temporary Alternate) N. Maddirala (Temporary Alternate) G. Alzetta (Alternate) H. Manao   J.J. Bravo (Alternate) E. Namjildorj (Temporary Alternate) K. Dalrymple (Alternate) K. Panov (Temporary Alternate)   H. Dufey (Temporary Alternate) L. Schneller (Temporary Alternate) P. Espinola (Temporary Alternate) L. Shuaibu (Temporary Alternate)   H. Illi (Temporary Alternate) I. Solomon S. James (Alternate) I. Sovala (Temporary Alternate)   D. Kalyalya (Alternate) R. Studart M.S. Kayad (Alternate) R. Treffers   A. Lamrani (Temporary Alternate) E. Wakamatsu (Temporary Alternate) L. Laraia (Temporary Alternate)   ALTERNATE NOT ACTING AS EXECUTIVE DIRECTOR:   V. Dhanpaul     OFFICERS AND STAFF PARTICIPATING: A. Peuker, Acting Corporate Secretary A. Mehta, Director, CMGDR R. Robbins, Vice President and P. Leahy, CM2M7 General Counsel, CLVVP S. Porta, CM2M7 R.-R. Kaldany Vice President, CGIVP R. Krech, Corporate Secretariat 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.    -2-   Brazil - Investment in Construtora Norberto Odebrecht   2. The Board of Directors considered the President’s Memorandum and a Report on an investment in Construtora Norberto Odebrecht S.A. in Brazil (IFC/R2011-0208, dated June 24, 2011) in the form of a   Partial Credit Guarantee Facility and adopted the following resolution:   RESOLUTION NO. IFC 2011-0034   RESOLVED:   (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 7.1 of the Report substantially on the terms therein set forth; and   (B) THAT the President, Executive Vice President, a Vice President, a   Department Director, the General Counsel or the Deputy General Counsel, or any staff member of the Corporation authorized by any one of them, enter   in the name and on behalf of the Corporation, into an agreement or agreements providing for such transactions and containing such other terms   and conditions as he or she, by the execution thereof, shall approve.   Mr. Solomon wished to be recorded as abstaining.   3. The Board of Directors recorded its authorization for Management to proceed with the following investments under the Streamlined Procedure:   (a) Africa Region - an investment in Emerging Markets Communications Inc. (IFC/R2011-0188,   dated June 9, 2011) in the form of a "C" loan of up to US$12 million and equity of up to US$7.5 million, authorized on June 21, 2011.   (b) India - an investment in Vishwa Infrastructure and Services Pvt. Ltd. (IFC/R2011-0189, dated   June 9, 2011) in the form of an "A" loan of up to US$5 million, authorized on June 21, 2011.   (c) Nigeria - an investment in Food Concepts Plc (IFC/R2011-0190, dated June 9, 2011) in the form of an "A" loan of up to US$7 million and equity of up to US$13 million, authorized on June 21,   2011.   (d) World Region - an investment in Sunpreme Ltd. (IFC/R2011-0193, dated June 13, 2011) in the form of a quasi-equity of up to US$25 million, authorized on June 23, 2011. Mr. Solomon (via     email dated June 23, 2011) wished to be recorded as abstaining. (e) India - an investment in Paradeep Phosphates Limited (IFC/R2011-0194, dated June 13, 2011) in the form of an "A" loan of up to US$50 million, authorized on June 23, 2011. (f) Mongolia - an investment in Newcom LLC (IFC/R2011-0198, dated June 17, 2011) in the form of an "A" loan and a "C" loan of up to US$40 million, authorized on June 29, 2011. (g) Jordan - an investment in the Central Electricity Generating Company (IFC/R2011-0200, dated June 20, 2011) in the form of equity of up to US$12 million, authorized on June 30, 2011. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.    -3-   Minutes of Previous Meetings   4. The Board of Directors recorded its approval on June 30, 2011, of the Minutes of meetings held   on May 19 (IFC/M2011-0019) and June 20, 2011 (IFC/M2011-0027), respectively; and on July 6, 2011 of the Minutes of the meeting held on May 12, 2011 (IFC/M2011-0017/1).   Review of IFC’s FY11 Treasury Activities and Proposed FY12 Program   5. The Board of Directors recorded its approval on June 22, 2011 of the recommendation contained   in the President's Memorandum entitled "Review of IFC’s FY11 Treasury Activities and Proposed FY12 Program" (IFC/R2011-0166; /1-2, dated June 3 and June 16, 2011, respectively) and adopted the   following resolution:   RESOLUTION NO. IFC 2011-0033   FY12 Funding Authorization   WHEREAS, the Corporation has determined that it is in the Corporation's best interest to borrow funds in various markets or from other sources in specified   currencies or currency units from time to time and, for that purpose, to issue its notes, bonds, structured debt instruments or other evidences of indebtedness   ("Obligations");   WHEREAS, by Resolution No. IFC 97-26, approved by the Board of Directors on June 19, 1997, the Corporation is authorized to repurchase, redeem or tender for,   from time to time, outstanding Obligations issued by the Corporation in various markets and denominated in various currencies or currency units;   WHEREAS, the Corporation has determined that it is in its best interest to be   able to increase its funding authority during FY12 in order to prefund a portion of the Corporation’s FY13 borrowing requirements after completion of the FY12 funding   program;   NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:   (A) THAT, during the period from July 1, 2011 through June 30, 2012 (both dates inclusive), the Corporation is authorized to borrow, in various markets or from     other sources (including without limitation from the International Bank for Reconstruction and Development ("IBRD"), to the extent separately authorized by the Executive Directors of the IBRD and the Board of Directors of the Corporation) and in various currencies or currency units, and for that purpose to issue its Obligations, in an aggregate principal amount (or in the case of zero coupon or deep discount Obligations the aggregate gross proceeds) not to exceed S$10,000,000,000 equivalent, determined by any Authorized Officer (defined in paragraph (I) below) on the basis of exchange rates prevailing as of the dates on which the financial terms of the respective borrowings are agreed, such Obligations to be in such form and denominations, and to bear such interest rate, maturity and other terms, as shall be approved by any Authorized Officer; This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.    -4-   (B) THAT, during the period from July 1, 2011 through June 30, 2012 (both   dates inclusive), subject to completion of its FY12 funding program in accordance with the authority granted under paragraph (A) above, and for purposes of prefunding a   portion of the Corporation’s FY13 borrowing requirement, the Corporation is authorized to borrow, in various markets and from other sources and in various currencies or   currency units, and for that purpose to issue its Obligations in an aggregate principal amount (or, in the case of zero coupon or deep discount Obligations, the aggregate gross   proceeds) not to exceed US$2,000,000,000 equivalent, determined by any Authorized Officer on the basis of exchange rates prevailing as of the dates on which the financial   terms of the respective borrowings are agreed, such Obligations to be in such form and denominations, and to bear such interest rate, maturity and other terms, as shall be   approved by any Authorized Officer;   (C) THAT, during the period from July 1, 2011 through June 30, 2012 (both dates inclusive), for purposes of funding investment operations with a maturity of one   year or less approved by the Board of Directors of the Corporation and expected to be disbursed by the Corporation during such period, the Corporation is authorized to   borrow, in addition to amounts borrowed by the Corporation under paragraphs (A) and (B) above, in various markets and from other sources and in various currencies or   currency units, and for that purpose to issue its Obligations in an aggregate principal amount (or, in the case of zero coupon or deep discount Obligations, the aggregate gross   proceeds) at any time outstanding not to exceed the aggregate committed principal amount of such investment operations, such Obligations to be in such form and   denominations, and to bear such interest rate, maturity and other terms, as shall be approved by any Authorized Officer;   (D) THAT, in addition to issuing its own Obligations, the Corporation is   authorized to structure its funding transactions in a manner that, as determined by an Authorized Officer, meets the requirements of the Islamic finance markets, and that such   structures may include, without limitation, features such as the establishment of special-purpose vehicles (“SPVsâ€?) to hold in trust assets originated by IFC and   transferred to such SPVs, the issuance by such SPVs of trust certificates evidencing ownership interests in such assets, the sale and repurchase of such assets by IFC to and   from such SPVs from time to time, and such other features as an Authorized Officer deems advisable under the circumstances, and that the trust certificates, notes, bonds,   structured debt instruments or other evidences of indebtedness issued in connection with any such funding transaction shall be deemed to be “Obligationsâ€? for purposes of this   Resolution;   (E) THAT, with respect to any issue of Obligation under the terms and conditions of which the Corporation is obligated or may elect to redeem or prepay such Obligation before maturity, any Authorized Officer is hereby authorized, in the name and on behalf of the Corporation, to elect to redeem and to call for redemption and redeem, or to prepay such Obligations upon the terms and conditions specified therein, at such time or times as such Authorized Officer shall deem advisable, in accordance with the mandatory, automatic or optional redemption or prepayment provisions of such Obligation; This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.    -5-   (F) THAT, during the period from July 1, 2011 through June 30, 2012 (both   dates inclusive), the Corporation is authorized to borrow such additional amounts (determined by any Authorized Officer on the basis of exchange rates prevailing as of the   dates on which the financial terms of the respective borrowings are agreed), and for that purpose issue and sell additional Obligations, in an aggregate principal amount (or, in the   case of zero coupon or deep discount Obligations, the aggregate gross proceeds) not to exceed the aggregate principal amount of the Obligations prepaid, repurchased,   redeemed or tendered for by the Corporation during the same period pursuant to authority granted under paragraph (E) above;   (G) THAT, subject to receipt of requisite approvals from member governments   pursuant to the Corporation’s Articles of Agreement, any Authorized Officer is authorized, in the name and on behalf of the Corporation, to offer and sell all or any part   of the Obligations authorized under paragraphs (A), (B), (C), (D), (E) or (F), at such price and on such terms, to such purchasers and upon such other terms and conditions as   shall be approved by such Authorized Officer, and, in connection with such offer and sale, any Authorized Officer is hereby authorized, in the name and on behalf of the   Corporation, to: (i) issue, execute and deliver such Obligations, and receive, or arrange for receipt of, payment therefore; (ii) issue and/or publish, or authorize the issuance   and/or publication, of any prospectus, offering circular or other offering documentation relating to such Obligations; (iii) apply, if necessary, for the listing of such Obligations   or on appropriate stock exchanges; and/or (iv) enter into, execute and deliver such agreements, instruments and other documents, and to take such other action, as such   Authorized Officer shall deem necessary or advisable, in order fully to carry into effect the transactions authorized by this Resolution;   (H) THAT, with respect to Obligations, or coupons issued in connection   therewith, any Authorized Officer may sign by manual or facsimile signature; and   (I) THAT, as used herein, the term "Authorized Officer" means any of the following officers of the Corporation, acting jointly or severally, in the name and on   behalf of the Corporation: (i) the President, the Executive Vice President and any Vice President of the Corporation; and (ii) any other officer of the Corporation designated in   writing for this purpose by the President, the Executive Vice President or any Vice President of the Corporation.   China - Subscription of the Warrants in Epure International Ltd./Sound Global Ltd.     6. The Board of Directors recorded its approval on June 24, 2011 of the subscription of the warrants in Epure International Ltd./Sound Global Ltd. (IFC/R2011-0195, dated June 14, 2011) and adopted the following resolution: RESOLUTION NO. IFC 2011-0035 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 5 of the Report substantially on the terms therein set forth; and This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.    -6-   (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or the Deputy General Counsel,   or any staff member of the Corporation authorized by any one of them, enter in the name and on behalf of the Corporation, into an agreement or   agreements providing for such transactions and containing such other terms and conditions as he or she, by the execution thereof, shall approve.   Suriname - Application for Membership   7. The Board of Directors recorded its approval on July 1, 2011 of the recommendation contained in   the Report entitled "Suriname - Application for Membership" (IFC/R2011-0205, dated June 22, 2011), namely, that the report and the draft resolution contained therein be transmitted to the Board of Governors   for a vote without meeting.   Adjournment   8. The meeting adjourned at 10:47 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.  Â