Satu Kristiina Kahkonen Country Director for Namibia, Botswana, Eswatini, Lesotho, South Africa Eastern and South Africa 29-Jan-2025 Date: ______________ Mr. Simson Haulofu Managing Director Namibia Power Corporation (Proprietary) Ltd NamPower Center, 15 Luther Street Windhoek REPUBLIC OF NAMIBIA Dear Mr. Haulofu, Re: Climate Resilient Debt Clause – Amendment to Loan Agreement We refer to the loan agreement entered into between Namibia Power Corporation (Proprietary) Limited (the “Borrower”) and the International Bank for Reconstruction and Development (the “Bank”) in respect of the Loan listed in Annex I to this letter (the “Loan Agreement”). In connection with the Bank’s offer of the inclusion of the Climate Resilient Debt Clause (CRDC) in the loan agreements of certain eligible borrowers, we hereby confirm the Bank’s agreement to amend the relevant provisions of the Loan Agreement for the Loan listed in Annex I to this letter, so as to modify the General Conditions and Loan Agreements applicable to such Loans as provided in Annex II to this letter. The amendments (set forth in Annex II to this letter) to the provisions of the Loan Agreement and the General Conditions incorporated by reference therein, are based on the versions of the General Conditions indicated in Annex II to this letter. The Loan Agreement covered by this amendment is hereby amended in its equivalent provisions, to give full effect to the revisions set forth in Annex II hereto, regardless of differences in terminology or enumeration. Please confirm your agreement with the foregoing by signing and dating this amendment letter in the space provided below. This amendment shall become effective upon due execution by both parties. Yours sincerely, Satu Kahkonen Country Director Namibia, Botswana, Eswatini, Lesotho, South Africa Eastern and Southern Africa AGREED: NAMIBIA POWER CORPORATION (PROPRIETARY) LIMITED By: _________________________ Authorized Representative Simson Haulofu Name: _________________________ Title: Managing Director _________________________ 31-Jan-2025 Date: _________________________ ANNEX I CRDC-eligible loan Project # Financier Loan Number Project Name P177328 IBRD 96740 Transmission Expansion and Energy Storage -4- Loan Agreement Amendment ANNEX II Amendments to General Conditions applicable to Loan 1. New Section 4.06 is introduced as follows in the General Conditions prior to 2017: “Section 4.06. Early Termination. Except as otherwise provided in the Conversion Guidelines, upon the early termination of any Conversion by either the Bank, or the Borrower: (i) the Borrower shall pay a transaction fee for the early termination, in such amount or at such rate as announced by the Bank from time to time and in effect at the time of the early termination of the Conversion; and (ii) the Borrower or the Bank shall pay an Unwinding Amount, if any, for the early termination (after setting off any amounts owed by the Borrower to the Bank), in accordance with the Conversion Guidelines. Transaction fees provided for under this paragraph and any Unwinding Amount payable by the Borrower pursuant to this paragraph shall be paid not later than sixty (60) days after the effective date of the early termination.” 1 2. The following definitions of new terms are inserted in the Appendix as paragraphs [114- 120], respectively, or, in case such terms were already included in the General Conditions, such terms shall be modified as follows: “[114]. “CRDC” or “Climate Resilient Debt Clause” means a mechanism established in the Loan Agreement allowing the eligible Borrower to defer certain payments of principal and/or interest (and other Loan charges) during a Deferral Period upon occurrence of an Eligible Event. [115]. “CRDC Terms and Conditions” means the Climate Resilient Debt Clause terms and conditions, as issued and revised from time to time, by the Bank, in effect at the time of the Payment Deferral request. [116]. “Deferral Period” means the period of up to 24 (twenty-four) months, during which the Payment Deferral is activated pursuant to the provisions of the Loan Agreement. [117]. “Eligible Event” has the meaning given to such term in the CRDC Terms and Conditions. [118]. “Interest Payment Deferral” means a one-time temporary deferral of payment of Interest and other applicable Loan charges during a Deferral Period, requested by the Borrower, and activated by the Bank pursuant to the provisions of the Loan Agreement. [119]. “Payment Deferral” means a Principal Payment Deferral and/or Interest Payment Deferral, requested by the Borrower and activated by the Bank pursuant to the provisions of the Loan Agreement. 1 References to the sections here and the remainder of the document are to references to the relevant provisions in the General Conditions for IBRD Financing Investment Project Financing, dated December 14, 2018 (Last revised on July 15, 2023). Amended terms apply to the corresponding equivalent provisions in the General Conditions of other vintages as applicable, with appropriate adjustment to their terminology or enumeration. To account for such differences in terminology or enumeration, references herein are placed in brackets. -5- Loan Agreement Amendment [120]. “Principal Payment Deferral” means the one-time temporary deferral of repayments of the Withdrawn Loan Balance during a Deferral Period, requested by the Borrower, and activated by the Bank pursuant to the provisions of the Loan Agreement.” Amendments to Loan Agreement 1. Relevant Sections of Article II of the Loan Agreement relating to the repayment obligations of the Borrower are modified to read as follows: “2.07. Except as provided in Section 2.08 below, the principal amount of the Loan shall be repaid in accordance with Section 3.03 of the General Conditions and Schedule 3 to this Agreement.” 2. Article II of the Loan Agreement is modified by adding new Sections at the end, in accordance with the applicable numbering sequence, as follows: “2.08. (a) Upon occurrence of an Eligible Event and issuance of a government declaration of national emergency, the Borrower may request the Bank to activate: (i) the Principal Payment Deferral in respect of a portion or all of the Withdrawn Loan Balance; and/or (ii) Interest Payment Deferral; for the Deferral Period, provided that such request shall be made no earlier than in respect of the first Principal Payment Date and no later than the fifth anniversary prior to the final maturity of the Loan. Such request and any activation shall be made in accordance with the CRDC Terms and Conditions in effect at the time of the submission of the request, the provisions of which are hereby incorporated by reference and form an integral part of this Agreement. The activation of the Payment Deferral may occur only once during the term of the Loan. (b) At the time of requesting the Principal Payment Deferral pursuant to the provisions of paragraph (a) of this Section 2.08, the Borrower may also request repayment provisions different from those set out in Schedule 3 to this Agreement for a portion or all of the Withdrawn Loan Balance for which Principal Payment Deferral is requested, provided that: (i) the average maturity of the Withdrawn Loan Balance after the Deferral Period equals the original average maturity of such Withdrawn Loan Balance prior to the Principal Payment Deferral request and the final maturity of the Withdrawn Loan Balance after the Deferral Period will not exceed the original final maturity of such Withdrawn Loan Balance prior to the Principal Payment Deferral request; and (ii) such repayment provisions have been agreed between the Borrower and the Bank. (c) Upon review of the Borrower’s request and a reasonable determination by the Bank of the eligibility of the Loan for a Payment Deferral, the Bank shall take such actions as necessary to implement the Payment Deferral in accordance with the terms of this Agreement and the CRDC Terms and Conditions. Effective the date of the activation of the Payment Deferral as notified by the Bank to the Borrower, the provisions of this Agreement providing for repayment of the proceeds of the Loan, including the provisions of Schedule 3, shall be deemed to have been modified, as applicable. The Bank shall notify the Borrower of the applicable financial terms of the Loan, including any revised amortization provisions, if applicable, at the time of the Payment Deferral activation or promptly thereafter. -6- Loan Agreement Amendment (d) In the event the Interest Payment Deferral is activated, the Borrower shall pay to the Bank interest on any such deferred amount at the rate set forth in Section 2.05 of this Agreement until such time as the deferred amount is fully paid to the Bank. Such interest shall accrue from the respective dates when the relevant amounts are deferred after the Interest Payment Deferral is activated and shall be payable on the remaining Payment Dates after the Deferral Period. (e) The Payment Deferral shall not be activated, if the events specified in Section 7.02 (a) or 7.07 (a) of the General Conditions occurs and is continuing, provided, however, that the Payment Deferral, upon its activation, shall not constitute an event described in Sections 7.02 (a) or 7.07 (a) of the General Conditions. Furthermore, the Borrower shall continue to pay all applicable and accrued Loan Payments during the Deferral Period, except the amounts that have been deferred pursuant to the activated Payment Deferral as described herein. (f) If the Withdrawn Loan Balance or any interest and other applicable Loan charges, to which the request for Payment Deferral relates, is subject to a Currency Conversion then in effect, the Borrower and the Bank shall agree to amend or terminate such Currency Conversion. In the event of an early termination of such Currency Conversion prior to the end of its Conversion Period as a result of the Payment Deferral, the provisions of Section 4.06(b) of the General Conditions shall apply.”