Satu Kahkonen Country Director, Namibia, Botswana, Eswatini, Lesotho, South Africa Eastern and Southern Africa. 24-Nov-2024 Date: _______________ Mr. K. S Haulofu Managing Director Namibia Power Corporation (Proprietary) Limited Windhoek Namibia Re: IBRD Loan 9674-NA (Transmission Expansion and Energy Storage Project) Additional Instructions: Disbursement and Financial Information Letter Dear Mr Haulofu: I refer to the Loan Agreement between Namibia Power Corporation (Proprietary) Limited (“Borrower”) and the International Bank for Reconstruction and Development (“Bank”) for financing the above-referenced Project. The General Conditions, as defined in the Loan Agreement, provide that the Borrower may from time-to-time request withdrawals of Loan amounts from the Loan Account in accordance with the Disbursement and Financial Information Letter (“DFIL”), and such additional instructions as the Bank may specify from time to time by notice to the Borrower. The General Conditions also provide that the Disbursement and Financial Information Letter may set out Project-specific financial management and reporting requirements. This letter constitutes such Disbursement and Financial Information Letter and may be revised from time to time. I. Disbursement Arrangements, Withdrawal of Loan Funds, and Reporting of Uses of Loan Funds for the Project (i) Disbursement Arrangements The Disbursement Guidelines for Investment Project Financing, dated February 2017 (“Disbursement Guidelines”), are available on the Bank’s secure website “Client Connection” at https://clientconnection.worldbank.org and its public website at https://www.worldbank.org. The Disbursement Guidelines are an integral part of the DFIL, and the manner in which the provisions in the Disbursement Guidelines apply to the Loan is specified below. The table in Schedule 1 sets out the disbursement methods which may be used by the Borrower, and conditions, information on registration of authorized signatories, processing of Withdrawal Applications (including the minimum value of applications and processing of advances), instructions on supporting documentation, and frequency of reporting on the Designated Account(s). -2- (ii) Withdrawal Applications (Electronic Delivery) 1 The Borrower shall submit applications for withdrawal or for special commitment (“Applications”)” with supporting documents electronically through the Bank’s web-based portal “Client Connection” at https://clientconnection.worldbank.org. This option will be effected after the officials designated in writing by the Borrower, who are authorized to sign and deliver Applications, have registered as users of “Client Connection.” The designated officials shall deliver Applications electronically by completing Form 2380, which is accessible through “Client Connection.” By signing the Authorized Signatory Letter, which can be delivered manually or electronically, the Borrower confirms that it is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to the Bank by these means. The Borrower may exercise the option of preparing and delivering Applications in paper form on exceptional cases (including those where the Borrower encounters legal limitations) and which were previously agreed with the Bank. By designating officials to use SIDC and deliver the Applications electronically, the Borrower confirms through the Authorized Signatory Letter its agreement to (a) abide by the Terms and Conditions of Use of Secure Identification Credentials in connection with the Use of Electronic Means to Process Applications and Supporting Documentation, available in the Bank's public website at https://www.worldbank.org and “Client Connection” at https://clientconnection.worldbank.org; and (b) to cause such officials to abide by those terms and conditions. II. Financial Reports and Audits 2 (i) For the Project  Financial Reports The Borrower shall prepare and furnish to the Bank not later than forty-five (45) days after the end of each calendar quarter interim unaudited financial reports (“IFRs”) for the Project covering the quarter.  Audits Each audit of the Project specific Financial Statements shall cover the period of one (1) fiscal year of the Borrower, commencing with the fiscal year in which the first withdrawal was made. The audited Financial Statements for each such period shall be furnished to the Bank by the Borrower not later than [six (6) months after the end of such period. III. Other Important Information For additional information on disbursement arrangements, please refer to the Loan Handbook available on the Bank’s public website at https://www.worldbank.org and “Client Connection” at https://clientconnection.worldbank.org, the Bank recommends that you register as a user of “Client Connection.” From this website, you will be able to prepare and deliver Authorized Signatory Letters and Withdrawal Applications, monitor the near real-time status of the Loan and retrieve related policy, financial, and procurement information. For more information about the website and registration arrangements, or if you have any queries in relation to the above, please contact the Bank by email at askloans@worldbank.org using the above reference. 1 Section 10.01 (c) of the General Conditions 2 Section 5.09 of the General Conditions -3- Yours sincerely, ______________________________ Satu Kahkonen Country Director Namibia, Botswana, Lesotho, South Africa and Eswatini Eastern and Southern Africa Region Attachments 1. Form of Authorized Signatory Letter 2. Interim unaudited Financial Report (IFR) -4- Schedule 1: Disbursement Provisions Basic Information Country Republic of Namibia Section III.B.2 of Schedule 2 to the Closing Date Borrower Namibia Power Corporation (Pty) Ltd Loan Agreement. IBRD Loan No. 9674-NA Transmission Expansion and Disbursement Four (4) months after the Closing Name of the Project Energy Storage Project Deadline Date date Subsection 3.7 ** Disbursement Methods and Supporting Documentation Disbursement Methods Methods Supporting Documentation Section 2 (**) Subsections 4.3 and 4.4 (**) Direct Payment Yes Copy of records (e.g., invoices and receipts) Reimbursement Yes Interim unaudited Financial Report (IFR) in the format provided in Attachment 2 of the DFIL Advance (into a Designated Yes Interim unaudited Financial Report (IFR) in the format provided in Attachment 2 of the DFIL Account) Special Commitments Yes Copy of Letter of Credit (including pro forma invoice(s), if cited in the Letter of Credit) Designated Account (Sections 5 and 6 **) Type Pooled (to be used for all the 3 sources of financing) Ceiling Variable Financial Institution - Name To be established at a financial institution acceptable to the Bank Currency USD Frequency of Reporting Based on 2 quarters cash forecast cleared Same as IFR: Quarterly Amount Subsection 6.3 (**) by TTL Minimum Value of Applications (subsection 3.5) The minimum value of applications for Reimbursement, Direct Payment and Special Commitment is USD100,000 equivalent. Authorized Signatures (Subsection 3.1 and 3.2 **) The form for Authorized Signatories Letter is provided in Attachment 1 of this letter Withdrawal and Documentation Applications (Subsection 3.3 and 3.4 **) The form for Authorized Signatory Letter is provided in Attachment 1 of this letter. The ASL and all Withdrawal Applications with their supporting documentation will be submitted electronically via the Bank’s “Client Connection” system. [If the ASL and all Withdrawal Applications with their supporting documentation will be submitted manually to the following address] [State the address for the new ASL letter: The World Bank, Loan Department, Delta Center, 13th Floor, Upper Hill, Menengai Road, Nairobi, Kenya. Tel: 254 20 2936 000 Attention: TF & Loan Operations (WFACS) Additional Information A local currency account may be opened to facilitate payments of Namibia dollar contracted consultants/contracts. Other -5- Attachment 1 Form of Authorized Signatory Letter [Letterhead] Ministry of Finance [Street address] [DATE] The World Bank 1818 H Street, N.W. Washington, D.C. 20433 United States of America Attention: [Country Director] 3 Dear [Country Director]: Re: IBRD Loan 9674-NA - [Country Code] – (Transmission Expansion and Energy Storage Project) I refer to the Loan Agreement (Agreement”) between the International Bank for Reconstruction and Development (“Bank”) and [Borrower Name] (“Borrower”), providing the above Loan. For the purposes of Section 2.02 of the General Conditions as defined in the Agreement, any 4 [one/two/three] of the persons whose authenticated specimen signatures appear below is/are authorized on behalf of the Borrower to sign and submit an application to request a withdrawal from the Loan Account (“Applications”). For the purpose of delivering the Applications to the Bank, 5 [one/two/three] of the persons whose authenticated specimen signatures appear below is/are authorized on behalf of the Borrower, acting [individually / jointly6] to deliver the Applications, and evidence in support thereof on the terms and conditions specified by the Bank. This Authorization also confirms that the Borrower is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to the Bank, including by electronic means. The Bank shall rely upon such representations and warranties, including the representations and warranties contained in the Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation (“Terms and Conditions of Use of SIDC”), the Borrower represents and warrants to the Bank that it will cause such persons to abide by those terms and conditions. This Authorization replaces and supersedes any Authorization currently in the Bank records with respect to the Agreement(s) referred to in the subject line of this Authorization. 3 Instruction to Bank staff: please forward this letter to the Country Lawyer for further processing (Borrower: please do not delete this note). 4 Instruction to the Borrower: Stipulate if more than one person needs to sign Applications, and how many or which positions, and if any thresholds apply. Please delete this footnote in the final letter that is sent to the Bank. 5 Instruction to the Borrower: Stipulate if more than one person needs to jointly sign Applications, if so, please indicate the actual number. Please delete this footnote in the final letter that is sent to the Bank. 6 Instruction to the Borrower: Use this bracket only if several individuals must jointly sign each Application; if this is not applicable, please delete it. Please delete this footnote in the final letter that is sent to the Bank. -6- Signatory Details Name Position Email ID [Signatory Name] [Title] [Email] Specimen Signatures Signatory Name Signature 1 Signature 2 Signature 3 [User Name] [User Name] Yours truly, / signed / ______________ [Position]7 7 Instruction to Bank staff: please forward this letter to Country Lawyer for further processing (Borrower: please do not delete this note). -7- Attachment 2 - Interim unaudited Financial Statements Project Implementing Agency:NAMPOWER Project Name: Namibia: Transmission Expansion and Energy Storage Project No: P177328 Interim Unaudited Financial Reports Sources and Uses of Funds For the period ZZZZZ Period xxx to XXX Forecast- Cumulative LIBELLE (quarter Next 6 US $ US $ months US$ CASH RECEIPTS IBRD 0.00 0.00 GCF GPG Others receipts (Interest) 0.00 0.00 TOTAL FINANCING [A] 0.00 0.00 Expenditures by components Component 1 Component 2 Component 3 0.00 0.00 0.00 TOTAL ReceiptsEXPENDITURE [B] less Expenditure 0.00 0.00 0.00 (Net Change in Cash) C= A- B 0.00 0.00 0.00 Opening Cash Balances Designated Account Other 0.00 0.00 Total [D] Closing Cash Balance E= C+D 0.00 0.00 Represented by Designated Account Other Total [F=E] 0.00 0.00 -8- Project No: P177328 Interim Unaudited Financial Reports Uses of Funds statement Period Quarter Cumulative Explanation for the variance PAD (full period) Component/ Project Component/ Activity US $ US $ Activity No. Planned Actual Variance Planned Actual Variance US $ 1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2 2.1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.3 3 3.1 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -9- Designated/ Special Account (SA) Activity Statement For the reporting period ZZZZ Project name: Project No Deposit Bank: A/C No: Currency: USD Part1 USD 1. Cummulative Advances to end of current reporting period 0 2. Cummulative expenditures to end of last reporting period - 3. Outstanding Advance to be accounted (Line 1 minus line 2) - Part 2 4. Opening SA balance at beginning of reporting period (as of …………) 0 5. Add/substract: Cummulative adjustments (if any) 0 6. Advances from world bank during reporting period 0 7. Add lines 5 and 6 0 8. Outstanding advances to be accounted for (Add line 4 and line 7) 0 9. Closing SA balance at end of current reporting period (as of………..) 0 10. Add/ Substract: Cummulative adjustments (if any) 0 11. Expenditures for current reporting period - 12. Add lines 10 and 11 - 13. Add lines 9 and 12 - 14. Difference ( if any) ( Line 8 minus line 13) - Part 3 15. Total forecasted amount to be paid by World Bank - 16. less: closing SA balance after adjustments 0 17: Direct payments/ SC payments 0 18: add lines 16 and 17 0 19. Cash requirements from the world bank for next two reporting periods (Line 15 minus line 18) -