Ghana Office INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Independence Avenue Tel: +233-302 214100, 220837 INTERNATIONAL DEVELOPMENT ASSOCIATION King Hassan #3, Fax: +233-302 227887 Accra, Ghana September 30, 2024 Honorable Dr. Mohammed Amin Adam Minister Ministry of Finance Accra, GHANA Dear Honorable Minister, Re: Ghana Economic Transformation Project (Credit Number 6465-GH) Third Amendment to the Financing Agreement We refer to the Financing Agreement between the Republic of Ghana (the “Recipient”) and the International Development Association (the “Association”) dated January 17, 2020, as amended, for the above- mentioned Project (the “Agreement”). We also refer to your letter dated July 17, 2024, requesting a restructuring of the Project. We are pleased to inform you that the Association agrees to your request and proposes to amend the Agreement as set forth below: 1. Subparagraph 1.4 of Part 1 of Schedule 1 to the Agreement is amended to reflect a new rescoping under three main activities as follows: “1.4. Trade Support Support the building of MoTI’s capacity for trade facilitation, trade policy and market access through, inter alia: (a) Supporting (i) the implementation of critical measures under the World Trade Organization (WTO) Trade Facilitation Agreement (TFA) Implementation Action Plan, (ii) the appointment of a Senior Trade Advisor to support MOTI, (iii) strengthening the capacity of the National Trade Facilitation Committee (NTFC), (iv) the establishment of a National Trade Information Portal, (v) e-Phyto automation at the Plant Protection and Regulatory Services Directorate (PPRSD) of the Ministry of Food and Agriculture (MOFA), and (vi) the provision of emergency and priority support to the Ghana Revenue Authority (GRA) and the Division of Customs to improve port efficiency; (b) Providing technical assistance to support the review of the new draft national trade policy to ensure alignment with and incorporation of the Africa Continental Free Trade Agreement (AfCFTA), the Economic Partnership Agreement (EPA), and the African Growth and Opportunity Act (AGOA), as well as bilateral treaties and other relevant agreements; and (c) Supporting market expeditions, capacity building for the AfCFTA National Coordination Office (NCO), enhancing communication and outreach activities, and addressing constraints of Ghanaian firms in accessing finance, insurance, rules of origin, regulatory compliance, and information in the broader AfCFTA market.” Honorable Dr. Amin Mohammed -2- September 30, 2024 2. The following new subparagraph 2.5 is added to Part 2 of Schedule 1 to the Agreement as follows: “2.5. Tourism Support Supporting MoTAC in tourism infrastructure development via (a) the construction and establishment of a Heroes Park, (b) the settlement of confirmed and validated outstanding payment obligations incurred under the now-closed Ghana Tourism Development Project (GTPD), and (c) any unforeseen minor overruns.” 3. Section III.B.4 of Schedule 2 to the Agreement is amended as follows: “3. The Closing Date is June 30, 2026.” 4. The withdrawal table in Section III.A of Schedule 2 to the Agreement is hereby amended as set forth in Attachment 1 to this letter (“Amendment Letter”). 5. The Performance-Based Conditions table under the Annex to Schedule 2 of the Agreement is amended as set out in Attachment 2 to this Amendment Letter. 6. The following definition is hereby added in alphabetical order to the Definitions Section of the Appendix to the Agreement and the remaining definitions are renumbered accordingly to maintain such order: “Ministry of Tourism, Arts and Culture” or “MoTAC” means the Recipient's ministry responsible for tourism, arts and culture.” Please note that capitalized terms used in this Amendment Letter and not defined herein, have the meanings ascribed to them in the Agreement. All provisions of the Agreement which are not expressly modified in accordance with this Amendment Letter shall remain in full force and effect. Please confirm your agreement to the foregoing, on behalf of the Recipient, by countersigning and dating the two original copies of this Amendment Letter and returning one countersigned and dated original to us. Upon receipt by the Association of the countersigned and dated original, this Amendment Letter shall be deemed effective as of the date of the countersignature. Yours sincerely, INTERNATIONAL DEVELOPMENT ASSOCIATION _________________________________ Robert Taliercio Country Director for Ghana, Liberia and Sierra Leone Western and Central Africa Region CONFIRMED AND AGREED: REPUBLIC OF GHANA By: ___________________________ Authorized Representative Dr. Mohammed Amin Adam Name: _________________________ Minister Title: __________________________ 14-Oct-2024 Date: __________________________ Honorable Dr. Amin Mohammed -3- September 30, 2024 Attachment 1 Category Amount of the Percentage of Expenditures to Financing Allocated be Financed (expressed in SDR) (inclusive of Taxes) (1) Goods, works, non-consulting 76,599,261.34 100% services, consulting services, Training, and Operating Costs under Parts 1, 2.1, 2.3, 2.4, 2.5, 3.1, 3.2(a)(i), 3.2(b)(i), and 4 of the Project. (2) Goods, works, non-consulting 0 100% services and consulting services under Part 2.2 of the Project. (3) Sub-Grants under Part 3.2(a)(ii), 17,000,000 100% 3.2(b)(ii) and 3.2(b)(iii) of the Project. (4) Capitalization of SCF under Part 15,000,000 100% 3.3(a) of the Project. (5) Capitalization of SIF under Part 15,000,000 100% 3.3(b) of the Project. (6) Consulting services, non- 3,700,000 100% consulting services, Operating Costs and Training under Part 3.3(c) of the Project. (7) Eligible Expenditures Program 5,970,149 Up to 100% of the Amount of under Parts 1, 2 and 3 of the Financing allocated to each DLI Project. set forth in the first table in the Annex to this Schedule 2 (8) Refund of Preparation Advance 107,039 Amount payable pursuant to Section 2.07 (a) of the General Conditions (9) PBC Expenditures under Parts 1, 2, 11,023,550.66 Up to 100% of the Amount of and 3 of the Project Financing allocated to each PBC set forth in the second table in the Annex to this Schedule 2 TOTAL AMOUNT 144,400,000 Honorable Dr. Amin Mohammed -4- September 30, 2024 Attachment 2 “ANNEX TO SCHEDULE 2 Disbursement Link Indicators (achieved to date) Disbursement Linked Action to be Completed Total Amount of Indicator (DLI) Financing per DLI (and, if indicated below, the last date for completion) (expressed in SDR) DLIs to support the DLI#1 (a) Establishment of Inter- SDR746,269 completed improvement of the ministerial Committee on Business in FY21 business Environment and its Technical Working environment Groups. DLI#1(b) Establishment of the ORC SDR373,134 (Office of the Registrar of Companies). DLI#3 National QI policy adopted by the SDR1,119,403 Cabinet, published and disseminated. DLIs to support SME DLI#7 GEA established according to best SDR1,492,537 development and practice, as specified in the DLI completed in FY21 entrepreneurship Verification Protocol, with budget allocation effective to cover GEA’s operational costs. DLIs to support DLI#8 VCTF governance, operational, SDR2,238,806 venture capital legal, and regulatory reforms are achieved, completed in FY21 financing including approval of a sustainable funding model, and rebranding is complete, as specified in the DLI Verification Protocol. Total SDR5,970,149 Honorable Dr. Amin Mohammed -5- September 30, 2024 Performance-Based Conditions (PBCs, after July 1, 2022) Performance-Based Action to be Completed Amount of the Financing Total Amount of Condition (and, if indicated below, the last date for Allocated per Sub-PBC Financing per PBC (PBC) completion) (expressed in SDR) (expressed in SDR) (and, if scalable, amount per action completed and total amount for all actions completed). PBCs in support of PBC#1 New Business Regulatory Reform SDR335,821 improving the (BRR) Act is enacted in 2023 establishing business MOTI’s current BRR Unit as an Agency. environment PBC#2 Citizen engagement in rulemaking One-third PBC funding for SDR223,881 is improved through the Ghana Business each target of 947 views, Regulatory Reform Portal (scalable PBC 1,500 views and 2,000 measuring the average number of views views per document per document on an annual basis through through the Portal in 2023, the Portal, with an end target of 2,000 2024 and 2025, views per document in FY 2025). respectively. PBC#3 Time to obtain a construction Starting at a baseline of 83 SDR447,761 permit is reduced, with an end target of 50 days. One-third PBC days. funding released when new level reached (65, 56 and end target of 50 days). PBC#4 Cross-cutting PBC: Private sector One-third PBC funding for SDR3,358,208 investments leveraged through Project each target of US$80 activities. Investment commitments target million, US$80 million and of US$250 million in FDI attracted by US$90 million reached in 2026 and scalable over the life of the 2023, 2024 and 2025, project). respectively. PBC# 5 Ghana standard authority bill SDR1,119,409 enacted, as specified in the PBC Verification Protocol. PBC# 6 National accreditation bill and SDR820,895 related legislation approved and enacted, to reflect support to GhaNAS. Honorable Dr. Amin Mohammed -6- September 30, 2024 PBCs in support of PBC#7 Updated legal framework for SEZ Adoption of a new SEZ SDR 1,356,236.18 regulatory and completed. Policy in 2024 institutional reform (SDR452,079); scaled to a in spatial new SEZ Act in 2025 development (SDR452,079); followed by SEZ Regulations also in 2025 (SDR452,079). PBC#8 Establishment of a new SEZ SDR 749,400.48 authority. PBC#9 Approval by VCTF’s board and SDR1,865,672 MoF of a sustainable VCTF funding model, in line with recommendation of the VCTF organizational assessment financed by the Project. PBC#10 Limited Partnership Act is SDR746,267 approved. Total SDR11,023,550.66