GRANT NUMBER E4040 Financing Agreement (WAPP-Ghana-Côte d’Ivoire Interconnection Project Phase 1(b) of the West Africa Regional Electricity Market Program under a Multi-Phase Programmatic Approach) between INTERNATIONAL DEVELOPMENT ASSOCIATION and WEST AFRICAN POWER POOL FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”). and WEST AFRICAN POWER POOL (“Recipient”). The Association and the Recipient hereby agree as follows: 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 — FINANCING 2.01. The Association agrees to extend to the Recipient a grant, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to forty-one million and four hundred thousand Special Drawing Rights (SDR 41,400,000) (“Grant”), to assist in financing the project described in Schedule 1 to this Agreement (“Project”). 2.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Grant Balance. 2.04. The Payment Dates are March 15 and September 15 in each year. 2.05. The Payment Currency is Dollar. ARTICLE III — PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project and the MPA Program. To this end, the Recipient shall carry out the WAPP Respective Part of the Project and contribute to the establishment and operation of the joint implementation arrangements, 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: -2- (a) the Project Management Unit has been established in accordance with Section I.A.3 of Schedule 2 to this Agreement; and (b) the Project Implementation Manual has been prepared and adopted for the Project in accordance with Section I.C.1 of Schedule 2 to this Agreement; and 4.02. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 4.03. For purposes of Section 10.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twelve (12) years after the Signature Date. ARTICLE V — REPRESENTATIVE; ADDRESSES 5.01. The Recipient’s Representative is its General Secretary. 5.02. For purposes of Section 11.01 of the General Conditions: (a) the Association’s Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association’s Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 5.03. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: West African Power Pool BP 574 Abomey-Calavi Benin; and (b) the Recipient’s Electronic Address is: E-mail: info@ecowapp.org -3- AGREED as of the Signature Date. INTERNATIONAL DEVELOPMENT ASSOCIATION By _____________________________________ Authorized Representative Franz R. Drees-Gross Name: ______________________________ Acting Director for Regional Integration Title: ______________________________ 01-Mar-2025 Date: ______________________________ WEST AFRICAN POWER POOL By _____________________________________ Authorized Representative H.E. Abdoulaye Dia Name: ______________________________ Secretary General Title: ______________________________ 02-Mar-2025 Date: ______________________________ -4- SCHEDULE 1 Project Description The objectives of the Project are to: (i) increase electricity trade between Ghana and Côte d’Ivoire; and (ii) improve the WAPP network and market operation. The Project constitutes sub-phase 1(a) of the MPA Program and consists of the following parts: Part 1 – Second Ghana Cote d’Ivoire Interconnection 1(a) Supply of equipment and construction of climate resilient infrastructure from the Dunkwa II Substation in the Central Region of Ghana to the Bingerville substation in the Abidjan district in Côte d’Ivoire, including the construction of a high voltage cross-border transmission line, and the construction or expansion of associated substations with transformers and other devices for their operation, including SCADA and fiber optic equipment. 1(b) Provision of technical assistance and implementation support in connection with the infrastructure developed under 1(a), including: (A) the services of a common owners’ engineer; (B) the development of capacity and the implementation of the Recipient’s legal and contractual obligations related to the assessment and mitigation of the impact of the Project on the environment and the populations; (C) establishment or reinforcement of project implementation units; and (D) training and consulting services. Part 2 – Strengthen National Transmission Capacity 2(a) Construction and provision of equipment for a high-voltage climate resilient transmission line between Dunkwa II Substation and Awodua in Ghana. 2(b) Provision of owner’s engineers’ support to GRIDCo for national and cross border activities, and technical assistance to strengthen the capacities of Ghana and GRIDCo, to comply with their contractual obligations to the financier of the Project, including coordination, management and monitoring of Project activities and assessment and mitigation of the impact of the Project on the environment and the populations, as provided or referred to in their respective financing and project agreement. Part 3 –Market readiness support to the WAPP/ICC and establishment of the liquidity enhancement revolving fund 3(a) Power systems integration, upgrade and synchronization: (i) installation and deployment of hardware and equipment for real time monitoring of the grid by the -5- WAPP/ICC; (ii) provision of technical assistance and tools to strengthen key power systems and markets’ analytical capacity, the coordination of the protection, the operation and maintenance of the interconnected systems, the enhancement of national control centers and the integration of transnational organizations’ systems into the ICC system. 3(b) WAPP ICC start up support: Strengthening the capacities and human resources of WAPP ICC in system planning, market operations, power system databases, and regional transmission system operation. 3(c) Market frameworks testing and implementation: provision of technical assistance to WAPP and their members for their compliance with the regional legal and regulatory framework for the regulation and operation of the regional market (including the grid and market code, the transmission tariff methodology and other standardized commercial agreements), through the identification of technical, regulatory, and capacity gaps, development of action plans and implementation of capacity building activities to address them and achieve compliance. 3(d) Carrying out or updating of feasibility studies for critical regional infrastructure identified under the current ECOWAS Master Plan for the development of regional power generation and transmission infrastructure, and updating the existing regional Master Plan, including climate resilience related studies. 3(e) Assistance for the establishment of a liquidity enhancement revolving fund: provision of technical assistance to carry out due diligence for the establishment of a liquidity enhancement revolving fund and make recommendations on its institutional and administrative structure; and provision of technical assistance and other support, for the establishment of the fund; including for fund raising for the financing of its activities. -6- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. Joint Interstate Committee (a) No later than three (3) months after the Effective Date, the Recipient shall establish, and thereafter operate in an efficient manner and maintain throughout the implementation of the Project, a committee, with composition, attributions and resources acceptable to the Association (“Joint Interstate Committee”). (b) Without limitation to Section I.A.1(a) of this Schedule, the Joint Interstate Committee shall include representatives of Participating Countries and the Recipient. It shall be chaired by the minister responsible for energy of the Participating Countries or their duly authorized designated representative. (c) Without limitation to Section I.A.1(a) of this Schedule, the Joint Interstate Committee shall be responsible for taking strategic decisions, unlocking deadlocks in implementation of the Project activities and ensuring overall oversight of the Project. 2. Joint Technical Steering Committee For the operationalization of the Joint Technical Steering Committee, the Recipient shall: (a) designate, not later than two (2) weeks after the establishment of the Joint Interstate Committee, a representative with the qualification and experience which shall enable such representative to efficiently contribute to the activities and decision-making of the Joint Technical Steering Committee; and (b) thereafter ensure that such representative actively participates in the activities of Joint Technical Steering Committee throughout the period of implementation of the Project, in accordance with the attributions and rules of operation of the Joint Technical Steering Committee. 3. Project Management Unit (a) The Recipient shall establish within its General Secretariat, a dedicated unit (“Project Management Unit”) with attribution, staff and resources acceptable to the Association, and thereafter maintain it throughout the period of implementation of the Project. -7- (b) Without limitation to Section I.A.3(a) of this Schedule, the Project Management Unit shall be responsible for: (i) the establishment and operation of the Joint Interstate Committee; (ii) its active participation in the activities and decision making of the Interstate Joint Technical Steering Committee; and (iii) the management, coordination and supervision (including reporting) of the activities included in the WAPP Respective Part of the Project; all in compliance with the obligations included or referred to in this Agreement. (c) Without limitation to Section I.A.3(a) of this Schedule, the Project Management Unit shall include a Project Coordinator, and staff covering key project implementation functions which can be selected from the Recipient’s staff if available, including: a Project coordinator, a financial management specialist, an accountant, a procurement specialist, the environmental and social staff as specified in the ESCP, a monitoring and evaluation specialist, and an internal auditor, each with terms of reference, qualification and experience acceptable to the Association. B. Environmental and Social Standards 1. The Recipient shall ensure that the WAPP Respective Part of the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph 1 above, the Recipient shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan (“ESCP”), in a manner acceptable to the Association. To this end, the Recipient shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. -8- 4. The Recipient shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association 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. 5. The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of WAPP Respective Part of the 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 Association. C. Project Implementation Manual 1. The Recipient shall prepare and adopt its manual or set of manuals for the WAPP Respective Part of the Project (referred to, collectively or individually, as the “Project Implementation Manual” or “PIM”) in form and substance acceptable to the Association, which shall contain: (i) a detailed and sequenced description of the activities included in the WAPP Respective Part of the Project, with a timeline and ongoing planning and budgeting procedures and staffing plan; (ii) descriptions and guidelines for the application of all implementation, monitoring and evaluation arrangements, reporting, financial management procedures, contract management, grievance redress mechanism, procurement procedures and procedures to implement to comply with the Anticorruption Guidelines and the Environmental and Social Standards, including resources building plans and inspection matters; (iii) detailed arrangements for the implementation of activities included in the WAPP Respective Part of the Project; and (iv) such other administrative, financial, technical and organizational arrangements and procedures as shall be required for purposes of implementing the WAPP Respective Part of the Project. -9- 2. The Recipient may amend, suspend, waive, and/or void provision of the PIM, whether in whole or in part, subject to having previously obtained the prior written concurrence of the Association. 3. The Recipient shall ensure that, throughout the period of implementation of the WAPP Respective Part of the Project, the WAPP Respective Part of the Project is implemented in accordance with the provisions of the PIM. In the event of a conflict between the provisions of the PIM and those of this Agreement, the provision of this Agreement shall prevail. D. Annual Work Plans and Budgets 1. The Recipient shall, not later than one (1) month after the Effective Date for the Fiscal Year in which this Agreement shall become effective, and October 1 of each subsequent Fiscal Year, consolidate and furnish to the Association for the Association’s no objection, a consolidated annual program of activities proposed for implementation under the WAPP Respective Part of the Project during the following Fiscal Year, together with a proposed budget which shall include the funds from the Financing, as well as any other sources of funds as may become available for the WAPP Respective Part of the Project from time to time. 2. Without limitation to the provision of Section I.D.1 of this Schedule, each annual work plan and budget prepared under Section I.D.1 of this Schedule shall set forth: (i) a detailed description of the planned activities under the WAPP Respective Part of the Project for the period covered by the plan, including any proposed conferences and training and operating costs; and (ii) the sources and proposed use of funds therefor (including the Recipient’s financing (if any), other financing provided by the Association and/or the Bank, and financing provided by other financiers). 3. The Recipient shall exchange views with the Association on each such proposed consolidated annual work plan and budget and take into account comments which the Association may have, before finalizing its annual work plan and budget not later than two (2) months after the date referred to in Section I.D.1 of this Schedule (once finalized, an “Annual Work Plan and Budget”). 4. The Recipient shall carry out the activities included in each of the Annual Work Plans and Budgets during the Fiscal Year to which they relate. Annual Work Plans and Budgets may be revised during the Fiscal Year to which they relate, with the prior written non objection of the Association on the proposed revisions. Section II. Project Monitoring, Reporting and Evaluation (a) The Recipient shall furnish to the Association each Project Report on the WAPP Respective Part of the Project not later than forty-five (45) days after the end of each calendar quarter, covering the calendar quarter. -10- (b) Except as may otherwise be explicitly required or permitted under this Agreement or as may be explicitly requested by the Association, in sharing any information, report or document related to the activities described in Schedule 1 of the Financing Agreement, the Recipient shall ensure that such information, report or document does not include Personal Data. Section III. Withdrawal of the Proceeds of the Grant 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 Recipient may withdraw the proceeds of the Grant to: (a) finance Eligible Expenditures; and (b) repay the Preparation Advance; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Category Amount of the Percentage of Grant Allocated Expenditures to be (expressed in SDR) Financed (inclusive of Taxes) (1) Goods, works, non-consulting 36,800,000 100% services, consulting services, Training and Operating Costs for Part 3 of the Project (2) Refund of Preparation Advance 4,600,000 Amount payable pursuant to Section 2.07 (a) of the General Conditions TOTAL AMOUNT 41,400,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date. 2. The Closing Date is January 31, 2030. -11- APPENDIX Definitions 1. “Annual Work Plan and Budget” means, individually, one of the annual workplans and budgets prepared by the Recipient for the implementation of the WAPP Respective Part of the Project in accordance with Section I.D of Schedule 2 to this Agreement, which reflects the comments provided by the Association in accordance with Section I.D.3(a) of Schedule 2 to this Agreement; and “Annual Work Plans and Budgets” means, collectively, more than one such annual work plan and budget. 2. “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. 3. “Category” means a category set forth in the table in Section III.1 of Schedule 2 to this Agreement. 4. “ECOWAS” means Economic Community of West African States, a regional organization established among its member states and operating in accordance with the ECOWAS Treaty signed by the Heads of State and Government of fifteen West African Countries on May 28, 1975, in Lagos, Nigeria. 5. “Environmental and Social Commitment Plan” or “ESCP” means the environmental and social commitment plan for the Project, dated November 22, 2024, 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 Recipient 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. 6. “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 -12- Resources”; (vii) “Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan African Historically Underserved Traditional Local Communities”; (viii) “Environmental and Social Standard 8: Cultural Heritage”; (ix) “Environmental and Social Standard 9: Financial Intermediaries”; and (x) “Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure”; effective on October 1, 2018, as published by the Association. 7. “Fiscal Year” means a period of twelve (12) consecutive months commencing on January 1 and ending the next December 31. 8. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing”, dated December 14, 2018 (Last revised on July 15, 2023), with the modifications set forth in Section II of this Appendix. 9. “Interstate Joint Technical Steering Committee” means the committee to be established jointly by the National Project Management Units in accordance with Section I.A.B of the Schedule to the Project Agreements. 10. “Joint Interstate Committee” means the committee to be established by WAPP in accordance with Section I.A.1 of Schedule 2 to the WAPP Financing Agreement. 11. “MPA Program” means the multiphase programmatic approach program designed to increase regional electricity trade, scale up renewable energy integration and expand access to electricity in the West Africa region. 12. “Operating Costs” means the reasonable incremental operating expenses of the Project Management Unit, the Joint Interstate Committee and the Joint Technical Steering Committee, as approved by the Association through an Annual Work Plan and Budget, on account of the Project management, 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. 13. “Personal Data” means any information relating to an identified or identifiable individual. An identifiable individual is one who can be identified by reasonable means, directly or indirectly, by reference to an attribute or combination of attributes within the data, or combination of the data with other available information. Attributes that can be used to identify an identifiable individual include, but are not limited to, name, identification number, location data, online identifier, metadata and factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of an individual. 14. “Preparation Advance” means advance no. V4680 referred to in Section 2.07 (a) of the General Conditions, granted by the Association to the Recipient pursuant to -13- the letter agreement signed on behalf of the Association on February 28, 2023, and on behalf of the Recipient on April 1, 2023. 15. “Procurement Regulations” means, for purposes of paragraph 85 of the Appendix to the General Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated September 2023. 16. “Project Implementation Manual” or “PIM” means the manual adopted by the Project Implementing Entity for the Project pursuant to Section 5.01(b) of this Agreement, in accordance with Section I.C.1 of the Schedule to the Project Agreement, as may be amended from time to time in accordance with Section I.C.2 of the Schedule to the Project Agreement. 17. “Project Management Unit” means the unit established by the Recipient pursuant to Section 5.01(a) of this Agreement, in accordance with Section I.A.3 of Schedule 2 to this Agreement. 18. “SCADA” means supervisor control and data acquisition, a type of application for the large-scale control acquisition and management of data in real time. 19. “Signature Date” means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applied to all references to “the date of the Financing Agreement” in the General Conditions. 20. “Training” means the reasonable cost, as approved by the Association through an Annual Work Plan and Budget, of training, study tours, conferences and workshops conducted and/or attended by staff from the Recipient, and/or the Project Implementing Entity, in the territory of the Recipient (or, subject to the Association’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. 21. “WAPP” means the West African Power Pool, created by Decision A/DEC.5/12/99 of the Twenty-Second Summit of the ECOWAS Authority of Heads of State and Government, which is governed by the Articles of Agreement for WAPP organization and functions adopted through Decision A/DEC.18/01/06 and was granted the status of Specialized Institution of ECOWAS by Decision A/DEC.20/01/06, both decisions made by the Twenty-Ninth Summit of the ECOWAS Authority of Heads of State and Government held in Niamey. 22. “WAPP ICC” means the Information and Coordination Center of the WAPP. 23. “WAPP Respective Part of the Project” means the activities to be implemented under Part 3 of the Project. -14- Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Section 2.06 is modified to read as follows: “Section 2.06. Financing Taxes The use of any proceeds of the Grant to pay for Taxes levied by, or in the territory of, the Member Country on or in respect of Eligible Expenditures, or on their importation, manufacture, procurement or supply, if permitted by the Legal Agreements, is subject to the Association’s policy of requiring economy and efficiency in the use of the proceeds of its credits and grants. To that end, if the Association at any time determines that the amount of any such Tax is excessive, or that such Tax is discriminatory or otherwise unreasonable, the Association may, by notice to the Recipient, adjust the percentage of such Eligible Expenditures to be financed out of the proceeds of the Grant.” 2. Paragraphs (b) and (c) of Section 3.18 are modified to read as follows: “(b) All Financing Payments shall be paid without restrictions of any kind imposed by, or in the territory of, the Member Country, and without deduction for, and free from, any Taxes levied by, or in the territory of, the Member Country. (c) The Legal Agreements shall be free from any Taxes levied by, or in the territory of the Member Country, or in connection with their execution, delivery or registration.” 3. In Section 5.11, paragraph (a) is modified to read as follows: “Section 5.11. Visits “(a) The Recipient shall take all action necessary or useful to ensure that the Member Country affords all reasonable opportunity for representatives of the Association to visit any part of their territories for purposes related to the Grant or the Project.” 4. Section 6.01 is deleted in its entirety and the remaining section in Article VI is renumbered accordingly. 5. Section 8.02 is modified as follows: (a) Paragraph (j) on Membership is modified to read as follows: -15- (j) Membership. The Member Country or any member of the Recipient: (i) has been suspended from membership in or ceased to be a member of the Association; or (ii) has ceased to be a member of the International Monetary Fund.” (b) Paragraph (m) is renumbered as paragraph (n), and a new paragraph (m) is added to read as follows: “(m) Interference. The Member Country: (i) has taken or permitted to be taken any action which would prevent or interfere with the execution of the Project or the performance by the Recipient of its obligations under the Financing Agreement; or (ii) has failed to afford a reasonable opportunity for representatives of the Association to visit any part of its territory for purposes relating to Grant or the Project.” 6. The Appendix (Definitions) is modified as follows: (a) Paragraph 77 (Member Country) is modified to read as follows: “77. “Member Country” means the member of the Association in whose territory the Project is carried out or any such member’s political or administrative subdivisions. If such activity is carried out in the territory of more than one such member, “Member Country” refers separately to each such member.” (c) Paragraph 92 (Recipient) is modified to read as follows: “92. “Recipient” means the party to the Financing Agreement to which the Grant is extended.”