THE WORLD BANK
                                           BRO. ID I WORLD      GROUP



BOUTHEINA GUER MAZI
Director, Regional Integration
Afri ca and Middle East and North Africa




                                                             Washington D.C., December 17, 2024



      H.E.M Sid'Ahmed Bouh
      Minister of Economy and Finance
      Ministere de l'Economie et des Finances
      Avenue Nelson Mandela - BP: 238
      Nouakchott
      Islamic Republic of Mauritania



                                   Re: Grant No. D6390-MR
                                    (Additional Financing for
               Sahel Women Empowerment and Demographic Dividend Regional Project)
                             Partial Cancellation of Grant Proceeds

      Excellency:

             We refer to the Financing Agreement between the Islamic Republic of Mauritania
      ("Recipient") and the International Development Association ("Association") dated June
      16, 2020 ("Additional Financing Agreement"), pursuant to which the Association has
      extended the above-captioned Grant ("Grant") for the Additional Financing for the Sahel
      Women Empowerment and Demographic Dividend Regional Project ("Project").

             We also refer to your letter dated November 6, 2024, as well as your follow-up
      email dated November 19, 2024, requesting the Association to partially cancel funds from
      the Grant.

              In view of the foregoing and pursuant to the provisions of Section 8.01 of the
      International Development Association General Conditions for IDA Financing, Investment
      Project Financing, the Association hereby cancels as of November 7, 2024, an amount of
      the Grant equal to eighteen million five hundred ninety-two thousand seventy-one Special
      Drawing Rights (SDR 18,592,071) Accordingly, the withdrawal table set forth in Section
      III. A of Schedule 2 to the Additional Financing Agreement has been revised to read as set




                                            @WORLD BANK GROUP
                                         -2-



forth in the Annex to this letter. The commitment charges on the total amount canceled
cease to accrue from November 7, 2024.

                                   Yours sincerely,




                                 Boutheina Guermazi
                          Director for Regional Integration
                         Africa, Middle East and North Africa




AGREED:
REPUBLIC OF MAURITANIA



By: _ _ _ _ _ _ _ _ __
     Authorized Representative

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Enclosed: Annex I- Revised Withdrawal Table
                                      -3-




                                                                              Annex I


 MAURITANIA: Additional Financing for Sahel Women Empowerment and
             Demographic Dividend Regional Project)
                     (Grant No. D6390-MR)

             Category                  Amount of the        Percentage of
                                      Grant Allocated    Expenditures to be
                                    (expressed in SDR)         Financed
                                                         (inclusive of Taxes)
(1) Goods, Non-Consulting                                0% until the Original
Services, Consultants' Services,                             Grant is fully
                                       22,608,740
Operating Costs, Workshops and                           disbursed, thereafter,
Training for the Project                                         100%

(2) Conditional Cash Transfers,                          0% until the Original
Unconditional Cash Transfers, In-                            Grant is fully
Kind Cash Transfers under               2,799,189        disbursed, thereafter,
Component 1. 2 (a,b,c,d) of the                            100% of amounts
Proj ect                                                      disbursed

Amount cancelled as ofNovember 7,       18,592,071
2024

TOTAL AMOUNT                           44,000,000