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: Grant No. TF0C3911 (Transmission Expansion and Energy Storage Project) Additional Instructions: Disbursement and Financial Information Letter Dear Mr. Haulofu: I refer to the Grant Agreement (“Agreement”) between the Namibia Power Corporation (Proprietary) Limited (“Recipient”) and International Bank of Reconstruction and Development (“Bank”) acting as Trustee of the IBRD Fund for Innovative Global Public Goods Solutions for the above-referenced project. The Standard Conditions, as defined in the Grant Agreement, provide that the World Bank may issue additional instructions regarding the withdrawal of the proceeds of Grant TF0C3911 (“Grant”), and may set out Project specific financial reporting requirements. This letter (“Disbursement and Financial Information Letter”), as revised from time to time, constitutes such additional instructions. I. Disbursement Arrangements, Withdrawal of Grant Funds, and Reporting of Uses of Grant Funds The Disbursement Guidelines for Investment Project Financing, dated February 2017 (“Disbursement Guidelines”), are available on the Bank's public website at https://www.worldbank.org and are an integral part of the Disbursement and Financial Information Letter. The manner in which the provisions in the Disbursement Guidelines apply to the Grant is specified below. (i) Disbursement Arrangements The table in Schedule 1 provides the disbursement methods which may be used by the Recipient, information on registration of authorized signatories, processing of Withdrawal Applications (including the minimum value of applications and advances), instructions on supporting documentation, and frequency of reporting on the Designated Account(s). (ii) Withdrawal Applications (Electronic Delivery) The Recipient shall deliver Withdrawal Applications (with supporting documents, “Applications”) electronically through the Bank’s web-based portal “Client Connection” at https://clientconnection.worldbank.org. This option will be effective after the officials designated in writing by the Recipient, who are authorized to sign and deliver Applications, have registered as users -2- 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 Recipient 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 Recipient may exercise the option of preparing and delivering Applications in paper form on exceptional cases (including those where the Recipient encounters legal limitations) and which were previously agreed with the Bank. By designating officials to use SIDC and deliver the Applications electronically, the Recipient 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 (i) Financial Reports The Recipient must 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 Financial Statements shall cover the period of one (1) fiscal year of the Recipient, 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 Recipient 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 Applications, monitor the near real-time status of the Grant, 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. Yours sincerely, ______________________________ Satu Kahkonen Country Director for Namibia, Botswana, Lesotho, South Africa and Eswatini Eastern and Southern Africa Region Attachments 1. Form of Authorized Signatory Letter 2. Form of Interim unaudited Financial Report (IFR) -3- Schedule 1: Disbursement Provisions Basic Information Country Republic of Namibia Section III.B.2 of Schedule 2 to the Closing Date Recipient Namibia Power Corporation (Pty) Ltd Grant Agreement. Grant No. TF0C3911 Transmission Expansion and Disbursement Name of the Project Deadline Date Four (4) months after the Closing date Energy Storage Project Disbursement Methods and Supporting Documentation Disbursement Methods Methods Supporting Documentation 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 Designated Account Type Pooled (Same DA for all sources of funds) Ceiling Variable Financial Institution - Name To be established at a financial institution acceptable to the Bank Currency USD Based on 2 quarters cash forecast cleared by Frequency of Reporting Same as IFRs-Quarterly Amount TTL Minimum Value of Applications (subsection 3.5) The Minimum Value of Reimbursement, Direct Payment and Special Commitment Applications is USD 100,000 equivalent Authorized Signatures Withdrawal and Documentation Applications The form for Authorized Signatories Letter is provided in Attachment 1 of this letter (i) Authorized Signatures A letter in the Form attached (Attachment 1) should be furnished to the World Bank at the address indicated below providing the name(s) and specimen signature(s) of the official(s) authorized to sign Applications: (ii) Applications. Please provide completed and signed (a) applications for withdrawal, together with supporting documents, to the address indicated below: The World Bank, Loan Department, Delta Center, 13th Floor, Upper Hill, Menengai Road, Nairobi, Kenya. Tel: 254 20 2936 000 Attention: Loan Department Additional Information A local currency account may be opened to facilitate payments of Namibia dollar contracted consultants/contracts. Other GPG funds (TF0C3911) to be fully disbursed before GCF Loan funds (TF0C3910) for category 1. ** Sections and subsections indicated relate to the Disbursement Guidelines for Investment Project Financing dated February 2017. ` -4- [Attachment 1 – Form of Authorized Signatory Letter] Form of Authorized Signatory Letter [Letterhead] Ministry of Finance [Street address] [City] [Country] [DATE] The World Bank 1818 H Street, N.W. Washington, D.C. 20433 United States of America Attention: [Country Director] 1 Dear [Country Director]: Re: Grant No. TF0C3911 (Transmission Expansion and Energy Storage Project) I refer to the Grant Agreement (“Agreement”) between the Namibia Power Corporation (Proprietary) Limited (“Recipient”) and International Bank of Reconstruction and Development (“Bank”) acting as Trustee of the IBRD Fund for Innovative Global Public Goods Solutions for the above-referenced project. For the purposes of Section 3.04 (b) of the Standard Conditions, as defined in the Agreement, any [2one] of the persons whose authenticated specimen signatures appear below is authorized on behalf of the Recipient to sign applications for withdrawal [and applications for a special commitment] under this Grant. For the purpose of delivering Applications to the Bank, 3[each] of the persons whose authenticated specimen signatures appears below is authorized on behalf of the Recipient, acting 4[individually] 5[jointly], to deliver Applications and evidence in support thereof on the terms and conditions specified by the Bank. 6 [This confirms that the Recipient is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to the Bank by electronic means. In full recognition that the Bank shall rely upon such representations and warranties, including 1 Instruction to Bank staff: please forward this letter to the Country Lawyer for further processing (Recipient: please do not delete this note). 2 Instruction to the Recipient when sending this letter to the Bank: Stipulate if more than one person needs to sign Applications, how many or which positions, and if any thresholds apply. Please delete this footnote in the final letter that is sent to the Bank. 3 Instruction to the Recipient: 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. 4 Instruction to the Recipient: Use this bracket if any one of the authorized persons may sign; if this is not applicable, please delete it. Please delete this footnote in the final letter that is sent to the Bank. 5 Instruction to the Recipient: 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 Instruction to the Recipient: Add this paragraph if the Recipient wishes to authorize the listed persons to accept Secure Identification Credentials and to deliver Applications by electronic means; if this is not applicable, please delete the paragraph. Please delete this footnote in the final letter that is sent to the Bank. -5- without limitation, 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 Recipient 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 this Agreement. [Name], [position] Specimen Signature: ____________________ [Name], [position] Specimen Signature: ____________________ [Name], [position] Specimen Signature: ____________________ Yours truly, / signed / ______________ [Position] 7 7 Instruction to Bank staff: please forward this letter to the Country Lawyer for further processing (Recipient: please do not delete this note). -6- 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 EXPENDITURE Receipts [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 -7- 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 -8- 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) -