Docusign Envelope ID: 19065E9E-710C-4427-887E-A6A253D71A1B Office of the Director of the Regional Integration Africa, Middle East and North Africa Region Washington, DC., January 22, 2025 H.E. M. Ilidio Te Minister of Finance Ministry of Finance Bissau, Guinea-Bissau Re: Guinea-Bissau: OMVG Interconnection Project Credit No. 5661-GW Notice ofReallocation ofFunds and Extension ofthe Closing Date and Amendment to the Financing Agreement Excellency: 1. We refer to the Financing Agreement (the "Agreement"), dated June 23, 2015, between the Republic of Guinea Bissau ("Recipient") and the International Development Association ("Association"), as amended. We also refer to your letter dated September 11, 2024, requesting specific modifications to the Agreement. Please note that the capitalized terms used in this letter ("Amendment Letter") and not defined herein have the meanings ascribed to them in the Agreement. 2. This letter cancels and replaces the letter signed by the Association on December 24, 2024, and countersigned by the Recipient on January 6, 2025, on the same subject, in which the revised disbursement table and corresponding cross reference were erroneous. Notice of Reallocation of Funds and Extension of the Closing Date 3. We are pleased to inform you that the Association has established June 30, 2025, as the later date for purposes of Section 111.B.2 of Schedule 2 to the Financing Agreement and reallocated the funds in the disbursement table in Section IV. (A) of Schedule 2 (Withdrawal of the Proceeds of the Financing) as shown in this new disbursement table: QUOTE: Amount of the Credit Percentage of Category Allocated Expenditures (expressed in SDR) to be Financed (inclusive of Taxes) (1) Goods, works, non-consulting services, 48,628,000 100% and consultants' services for (a) Part 1.1 (i) of the Project for part of Lot 5: Mansoa -Tanaf, Mansoa-Bissau, Bambadinca-Mansoa, @woRLD BANK GROUP Docusign Envelope ID: 19065E9E-710C-4427-887E-A6A253D71A1B -2- (2) Goods, works, non-consulting services, 1,300,000 100% and consultants' services for Part 2.1 (ii) of the Project (3) Goods, works, non-consulting services, 100% and consultants' services for Part 2.2 of the Project (a) for the first disbursement for Part 2.2 of the 0 Project 0 (b) for the second disbursement for Part 2.2 of the Project 0 (c) for the third disbursement for Part 2.2 of the Project 0 (d) for the fourth disbursement for Part 2.2 of the Project (e) for the fifth disbursement for Part 2.2 of the 0 Project (4) Resettlement Costs under Part 2.l(i) and 4,372,000.00 100% (ii) - (5) Goods, works, non-consulting services, and 1,200,000.00 100% consultants' services for Part 1.2(iii) TOTAL AMOUNT 55,500,000 UNQUOTE The revisions to the Financing Agreement made by this notice are effective as of December 24, 2024. Amendment to the Financing Agreement 4. We are pleased to inform you that the Association agrees to your request and proposes to amend the Agreement as follows: 1. Schedule 1 (Project Description) is amended to read as set out in Annex 1 to this Amendment Letter. 2. Section IV. (B)(l) ofSchedule 2 (Withdrawal Period) is amended to read asfollows: "B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) for payments made prior to the date of this Agreement, except that withdrawals up to an aggregate amount not to exceed SDR 11,100,000 may be made for payments made prior to this date but on or after June 30, 2014, for Eligible Expenditures under Categories (1) and (2); or (b) under Category (1) until: (i) the contract for the Project Management Firm has been signed in form and substance satisfactory to the Association; and (ii) the Western Branch Financing has become effective, and the right of the Participating Countries to make withdrawals under the relevant financing Docusign Envelope ID: 19065E9E-710C-4427-887E-A6A253D71A1B -3- agreement (other than the effectiveness of this Agreement) shall have vested; (c) under Category (3) until: (i) AMA has been legally established and made operational in the territory of one of the Participating Countries in accordance with the AMA legislation, all in form and substance satisfactory the Association, and AMA has assumed full control of the management and operation of the OMVG Transmission Network; (ii) the AMA project agreement has been signed in form and substance satisfactory to the Association; (iii) OMVG has entered, under terms and conditions acceptable to the Association, into an assignment and assumption agreement with the Asset Management Agency pursuant to which OMVG shall, among other things, assign all of its rights under the Subsidiary Agreements to AMA and the AMA shall resume all of OMVG's obligations (financial and otherwise) under the Subsidiary Agreements; and AMA has appointed OMVG to continue to perform until the Closing Date, all fiduciary, administrative, disbursements, safeguards, reporting and other Project implementation support responsibilities under the Project, under terms and conditions acceptable to the Association." 3. Paragraph 8 ofSection I (A) ofSchedule 2 is amended to read asfollows: "Section I (A).Asset Management Agency 8. Without limitation to the generality ofthe foregoing provisions ofparagraph (8) immediately above, the Asset Management Agency shall be responsible, inter alia, for the operation and maintenance of the OMVG Transmission Network, such operation and maintenance to be carried out by a qualified temporary operator under contract that is acceptable to the Association, and once an AMA subsidiary established for such purpose is functional and ready to take over the operation and maintenance, with guidelines acceptable to the Association, by suchsubsidiary." All other terms and conditions ofthe Agreement that have not been amended hereby shall remain unchanged and in full force and effect. Please indicate your agreement with the foregoing Amendment to the Financing Agreement, by countersigning and dating the two original copies ofthis letter and returning one countersigned original copy to the Association. Upon receipt by the Association of said original countersigned by the authorized representative of the Recipient, this Amendment shall become effective as of the date of countersignature. Please also note that the Project Restructuring Paper dated December 24, 2024, a copy of which is enclosed herewith, will be disclosed on the Association's external website as per the World Bank's policy on Access to Information. Because of this restructuring, the milestones and targets to be achieved under the indicators selected to measure the performance of the Project will have to be adjusted to reflect the change of its scope. The proposed revised framework is included in the Project Docusign Envelope ID: 19065E9E-710C-4427-887E-A6A253D71A1B -4- Restructuring Paper. Such adjustments will have to be reflected in the Project's monitoring and evaluation and reporting systems before the due date of the next Project Report, or such other date as may be acceptable to the Association. We are looking forward to receiving the revised version of the Project Implementation Manual for the Association's non-objection on the revised results framework. Sincerely, INTERNATIONAL DEVELOPMENT ASSOCIATION Marina Wes Acting Director for Regional Integration Africa, Middle East and North Africa Region· AGREED: REPUBLIC OF GUINEA-BISSAU By:---------- Authorized Representative Name: ---------- Title: _ Date: Docusign Envelope ID: 19065E9E-710C-4427-887E-A6A253D71A1B -5- Annex 1 Schedule 1 Project Description The objective of the Project is to enable electricity trade between The Gambia, Guinea, Guinea-Bissau and Senegal. Part 1: Extension of WAPP transmission network - OMVG Interconnection 1. Transmission lines. Provision ofworks, technical assistance, equipment and goods for the construction of (i) approximately 566 km of Lots 5, 6 and 7 between Brikama and Boke of225 kV transmission network and a corresponding fiber optic cable; (ii) approximately 1,111 km of Lots 1, 2, 3, 4 and 6, of 225 kV transmission network and a corresponding fiber optic cable, interconnecting the electrical networks of the four Participating Countries. 2. Substations Provision of works, technical assistance, equipment and goods for the construction of (i) the 225/30 kV Substations of Bambadinca and Salthino in Guinea Bissau and an electrical bay in the Brikama substation in The Gambia, and (ii) nine 225/30 kV Substations, one 225/33kV Substation and one 225/110/30kV Substation on the interconnection; and (iii) the 225kV Substations of Mansoa and Bissau in Guinea Bissau. Part 2: Technical Assistance to OMVG 1. Implementation Support. (i) Provision of technical assistance, training, capacity building, equipment and supporting operating costs related to the coordination and implementation of Project activities, monitoring and evaluation, implementation of safeguard requirements and assessment of the impacts of the Project activities; and (ii) provision of technical assistance to the PMU through the Project Management Firm, for the financing of internal audits, the carrying out of environmental impact studies, biodiversity management plans, the implementation of the ESMP and corrective measures recommended in the RAP audits, the carrying out of technical studies such as feasibility studies, the carrying out of a study for the commercialization of the fiber optic cables, the carrying out of a study for the optimal functional organization of a subsidiary of the asset management agency, which has been established to be responsible for operation and maintenance of the line, as well as the provision of technical assistance for the increased collaboration between OMVG and OMVS. 2. Operations and Maintenance support. Financing part of the costs of operation and maintenance of the OMVG Transmission Network in the initial years of operation, including cost of services for temporary operators entrusted with these services until the subsidiary of the asset management agency responsible for operation and maintenance is established and operational."