102 Yakubu Gowon Crescent Telephone: (+234) 703 583 0641-4 Asokoro District (+234) 708 999 6090-1 P.M.B. 339, Garki Fax: (+234) 9 314 5267 Abuja, FCT Nigeria December 12, 2024 Ref: FMOFIER-241209-DARES-NEP-G146 Mr. Wale Edun Honorable Minister of Finance and Coordinating Minister for Economy Federal Ministry of Finance Central Business District, Abuja, FCT ATTENTION: Mr. Stanley Nyeso George, Director, International Economic Relations Nigeria Distributed Access through Renewable Energy Scale-up (DARES) Project Nigeria Electrification Project (Credit No. 62910) Implementation Support Mission (November 4-12, 2024) Management Letter and Aide Memoire I would like to thank the Federal Government of Nigeria (FGN) for the cooperation extended to the World Bank team that carried out the Implementation Support Mission for the US$750 million Nigeria Distributed Access through Renewable Energy Scale-Up (DARES) Project and the US$350 million Nigeria Electrification Project (NEP). The key objectives of the missions were to (i) ensure implementation kicks off for Nigeria DARES by affirming the readiness of all critical implementation arrangements, (ii) ensure the completion of all necessary analytical work and facilitate the commencement and progression of crucial activities including the National Electrification Strategy and Implementation Plan (NESIP) and the REA business plan, and (iii) commence closure processes of the NEP, take stock of program achievements, and assess progress to completion of the Energizing Education Phase II distributed renewable energy plants at the seven federal universities and two teaching hospitals. Distributed Access through Renewable Energy Scale-Up (DARES): We would also like to acknowledge the adoption of the project implementation manual (PIM) by the Rural Electrification Agency (REA) on November 1, 2024. Furthermore, we are pleased to inform you that the DARES project achieved effectiveness on the 15 November 2024, following the countersignature of the letter for the loan reinstatement and declaration of effectiveness of the Financing Agreement. The mission discussed key issues related to DARES implementation readiness and to closure of the NEP, including: (i) the REA business plan focusing on the staffing plan of the project management unit to ensure sufficient capacity for seamless implementation of the two (2) key funding windows – Performance Based Grant (PBG) and Minimum Subsidy Tender (MST); (ii) the preparation and adoption of a national electrification strategy and implementation plan (NESIP), including clarification on the mandate and role of federal institutions such as the Federal Ministry of Power (FMoP), the REA and that of State Governments; and (iii) the closure processes of the NEP program including critical actions across fiduciary, procurement, environmental and social aspects of the project that need to be concluded before project closing date of December 31, 2024. Mr. Wale Edun 2 December 12, 2024 The mission also discussed the preparedness of critical digital and geospatial platforms and the need to conclude contract arrangements with platform service providers as well as the urgency of finalizing template agreements for project implementation, such as the grant agreement and data sharing agreement. Nigeria Electrification Project (NEP): The NEP has disbursed 85 percent of available financing, with the remaining financing (US$49.76 million) fully committed. Three (3) of the four (4) PDO level indicator targets have been exceeded. This performance is linked to achievements under components 1 and 2 of the project, which are considered to be Highly Satisfactory. As a result, the Project Development Objective (PDO) and Implementation Progress (IP) ratings are currently Satisfactory and Moderately Satisfactory, respectively. The Energizing Education Phase II component is on track to complete all critical aspects of solar plant construction and installation activities before the revised project closing date of December 31, 2024. Therefore, a project closing date extension is not envisaged. Further, the sustainability plan of the Energizing Education Phase II solar plant was discussed, with focus on operations and maintenance of the plants including spare parts stocking and management, budgeting and funding post-commissioning, plant governance, life cycle assessments, and end- of-life activities. We wish to reiterate the need for deepened efforts by the project implementing agency to ensure outstanding works across all Energizing Education Phase II sites are completed before the revised project closing date of December 31, 2024. I would greatly appreciate your support in facilitating the achievement of these critical steps. The Aide Memoire, which details the discussions and outcomes of the mission, is enclosed. Please feel free to reach out to the Task Team Leads, Arsh Sharma (asharma15@worldbank.org), Collins Chukwuma Obi (cobi2@worldbank.org) and Ashish Shrestha (ashrestha1@worldbank.org), for any clarification. We remain committed to supporting the FGN’s universal access target and energy transition plan through implementation of the DARES project. Sincerely, Ndiame Diop Country Director, Nigeria Western and Central Africa Region Attached: Aide Memoire Mr. Wale Edun 3 December 12, 2024 CC: Presidency • Ms. Olu Verheijen, Special Adviser on Energy, Office of the President Nigeria Electricity Regulatory Commission • Mr. Sanusi Garba, Chairman, Nigeria Electricity Regulatory Commission • Mr. Musiliu Oseni, Vice-Chairman, Nigeria Electricity Regulatory Commission • Mr. Nathan Shatti, Commissioner, Nigeria Electricity Regulatory Commission • Mr. Yusuf Ali, Commissioner, Nigeria Electricity Regulatory Commission Rural Electrification Agency • Abba Aliyu, Managing Director/CEO • Olufemi Akinyelure, Head, Program Management Unit (NEP) Lagos State Government • Mr. Biodun Ogunleye, Honorable Commissioner, Lagos State Ministry of Energy and Mineral Resources • Engr (Mrs.) Abiola Kosegbe, Permanent Secretary, Lagos State Ministry of Energy and Mineral Resources Federal Ministry of Power • Chief Adebayo Adelabu, Honourable Minister of Power, Federal Ministry of Power • Alhaji Mamudah Mamman, Permanent Secretary, Federal Ministry of Power • Mr. Sule Abdulaziz, Managing Director, Transmission Company of Nigeria • Engr. Amin Tahir, Program Coordinator, Transmission Company of Nigeria • Engr. Tukur Musa Bamalli, Project Manager, Transmission Company of Nigeria Federal Ministry of Finance • Mrs. Jafiya S. Lydia, Permanent Secretary (Finance) • Mr. Stephen Ohaeri, Director, IERD, Federal Ministry of Finance • Mr. Yomi Lawal, Assistant Director, IERD, Federal Ministry of Finance IDA-IBRD • Ms. Zainab Ahmed, Executive Director for Nigeria, Angola and South Africa, IDA-IBRD • Mr. Pedro Fonseca, Alternate Executive Director for Nigeria, Angola and South Africa, IDA-IBRD • Ms. Gladys Anthony Ekwere, Senior Advisor to the Executive Director, Nigeria, Angola and South Africa, IDA-IBRD NIGERIA Distributed Access through Renewable Energy Scale-Up Project (P179687 - DARES) and Nigeria Electrification Project (P161885 – NEP) Implementation Support Mission AIDE MEMOIRE I. INTRODUCTION 1. A World Bank mission1 was conducted from November 4 - 12, 2024 to provide implementation support to the Nigeria Distributed Access through Renewable Energy Scale- Up (DARES) Project and the Nigeria Electrification Project (NEP). The objectives of the mission were to: kick off the implementation of Nigeria DARES by affirming the readiness of all critical implementation arrangements; review the status of necessary analytical work; assess progress towards achievement of performance based conditions comprising of policy and regulatory actions and process improvements; take stock of NEP achievements, assess progress to completion of the Energizing Education Phase II distributed renewable energy plants at the seven federal universities and two teaching hospitals, and commence closure processes of the NEP. 2. The mission held meetings with the officials of the Rural Electrification Agency (REA) and NEP/DARES Project Management Unit (PMU), Nigeria Electricity Regulatory Commission (NERC), Lagos State Government (LASG) – Ministry of Energy and Mineral Resources (MEMR) and Lagos State Electricity Board (LSEB). In addition to regular mission meetings, special roundtable meetings, including a pre-application meeting/workshop, were organized by REA and the World Bank to engage with the private sector and other stakeholder on DARES program offerings and eligibility, including a detailed walk through of program application processes, grant claim, and disbursement mechanism. The key participants and agenda for the two (2) day roundtables/workshops are provided in Annex C. 3. This Aide Memoire summarizes key findings and recommendations of the mission. Annex A presents the agreed DARES and NEP Action Plan. Annex B presents the list of officials met and the composition of the Bank team. The final version of this Aide Memoire was endorsed by World Bank management, and the document will be publicly disclosed. 1 The mission members included Arsh Sharma (Senior Energy Specialist, TTL), Ashish Shrestha (Energy Specialist, co-TTL), Collins Obi (Energy Specialist, co-TTL), Ifunanya Nwandu (Consultant), Arigu Kudu (Financial Management Specialist), Akeem Bello (Procurement Specialist), Christopher Mays Johnson (Senior Social Development Specialist), Elijah Abiodun Siakpere (Senior Social Development Specialist), Hadija Kamayo (Senior Financial Sector Specialist), Lucky Erhaze (Environmental Specialist), Ufang John Ufang (Team Assistant), Olateju Abimbola (Senior Investment Officer, IFC), Hanning Bi (Investment Officer, IFC), Sarah Afridi (Investment Officer, IFC). 1 II. SUMMARY SNAPSHOT OF NEP AND IMPLEMENTATION STATUS KEY INDICATOR SUMMARY DATA • Approved June 2018 • Effective June 2019 Project Age • Closing December 31, 2024 • 99% of the way toward closing date Status of Financing • $274.22 million disbursed out of $350 million (85%) • 1.15 million households provided with new or improved electricity service (target 1.06 million) (105%) • 1.08 million households and MSMEs electrified with stand- Results alone solar solutions (verified and paid connections) • 107,519 households and MSMEs electrified via 173 mini grids. • Installation of hybrid captive power solutions complete at all of 100 COVID-19 isolation and treatment centers (100%) 4. Transition of Projects from NEP to DARES. The mini grid Performance Based Grant (PBG) budget is fully committed and almost fully disbursed, with disbursement prioritized for projects ready for commissioning and for commissioned projects completing all targeted connections. There is a much larger pipeline of projects that are partially completed, for which there remain insufficient budget under the NEP for the grants due to these projects. The mission team discussed extensively with the REA and the World Bank fiduciary, environmental and social safeguards teams on modalities for these partly completed projects to receive the remaining grant due to them under DARES. It was agreed these partially completed projects will need to be compliant with the new Environmental and Social Framework in order to be eligible for grants under DARES. 5. Progress update on Energizing Education Programme II component: The mission noted the disbursements to date for this component is $110.73 million. Procurement of equipment across all sites has been completed, and all payment requests made for 70% of contract sum, for shipped equipment have been processed and paid, for Lots 1- 7. Factory Acceptance Test (FAT) of major equipment has been concluded for Lots 1- 7. Overall progress of construction works (power plant, streetlights, workshop and training center and rehabilitation of distribution network) is over 74%. Nonetheless, a key issue noted by the Project Owners Engineers (POE), is the outage management hurdle with the DISCOs which hinders rehabilitation works on the distribution lines evacuating power from the solar plant from proceeding at a faster pace. Further, a sustainability plan to ensure the continued operation of the plant through its life cycle was discussed during the mission. 6. Procurement. The mission team noted that the cleared procurement activities, being carried out by the PMU, are in line with the approved procurement methods on STEP and procurement guiding principles. In addition, the procurement performance systems regarding internal controls, record-keeping, and implementation of the project align with the PAD, PIM, and FA. Overall, the Procurement Risk Rating following the Implementation Support Mission (ISM) is assessed as Substantial as a result of the complex nature of the Goods and Services. However, the Procurement Performance Rating is rated Satisfactory. Further, given project closing date of December 31, 2024, 2 the REA was advised to (i) review NEP procurement workplan and provide a post project procurement report documenting activities completed, activities pending, and lessons learnt and (ii) ensure that all undocumented activities be documented and entered on the STEP platform. 7. Financial Management. From the discussion held, the FM risk rating (residual) during the mission is retained as Moderate while the FM performance rating is sustained as Moderately Satisfactory because of timely submission of interim financial report, quick resolution of critical FM agreed actions in the last FM supervision mission, and resolution of some of the issues identified in the FY23 external audit review from the management letter. However, noted, is the delay in submitting Q2 internal audit report. These ratings will be revised depending on the FM performance of the project in the next FM review/discussion, and implementation completion report (ICR). As part of NEP project closure procedure, the REA team was advised to: (i) prepare a payment/disbursement schedule and submit to the Bank before project closing date; (ii) ensure that all invoices from consultants and performance guarantee for closure Audit are delivered to the Bank by December 31, 2024; and (iii) ensure that all expenditure incurred are documented and reflected on client connection to avoid ineligible expenditures. It was noted that payments to contractors, consultants, and other project beneficiaries beyond the project closing date is possible for up to 4 months grace period for only invoices and obligations incurred and submitted to the Bank prior to project closing date of December 31, 2024. Details of FM discussions during the Implementation Support Mission (ISM) are captured in Annex D. 8. Environmental & Social Safeguards. The PMU has been constituted with the required E&S staff with experience in safeguards / ESF implementation. The Bank E&S team will continue to provide the needed support to expedite implementation of on-going project activities and aid seamless implementation of closure procedures. The overall safeguards rating is Satisfactory. Transiting to the DARES project, the required E&S instrument for implementation readiness have been prepared and disclosed in readiness for implementation. As part of NEP closure procedure, the REA team were advised to prepare a schedule of outstanding works and projected completion timeline to enable comprehensive review of E&S aspects of outstanding activities. III. DARES IMPLEMENTATION READINESS STATUS Solar Hybrid Mini Grids Component 9. The mission reached agreement with REA on the grant design and delivery mechanism for the solar hybrid mini grids component. The REA team leveraged the output of detailed analytical work including sensitivity analysis, cost benchmarks, and technical assessment to provide a grant framework that fine-tuned and improved upon the PBG and MST mechanisms for mini grids under the NEP. Key features of the DARES grant framework agreed with REA include (i) A differentiated PGB grant structure for mini-grid and mesh -grid sites categorized into three major groups based on a scoring methodology that considers the number of structures in a proposed mini-grid site, population density, income levels, solar resource potential, proximity to a hub, and mini-grid penetration. (ii) A one -stage MST process for interconnected mini-grids with two sub- steps – pre-qualification and RFP issuance. The private sector developers are expected to compete on the basis of subsidy calibrated in US$ per MW or kW under a fixed entry tariff amount per site in a portfolio of projects with pre-defined minimum technical and service standards. 3 10. The mission team was informed of the progress made on sites preparatory works for the MST for interconnected mini grids. 10 out of 11 DISCOs in Nigeria have submitted over 600 sites across 33 States for technical assessment, evidencing significant interest in the DARES program by DISCOs. REA has executed a memorandum of understanding with participating DISCOs and has commenced the 1st Phase of site assessment for over 300 sites. 40 sites of the assessed 300 plus sites were prioritized based on some criteria including demand for electricity, security and accessibility, distribution network health, cluster metering status, DISCOs interest level and track record in facilitating DER deployment. 11. The mission noted the need to roll-out the PBG window for interconnected mini-grids swiftly as highlighted by key stakeholders including NERC. Whilst further assessments and analytical work will be performed for the pre-identified 40 sites, REA and NERC highlighted the need to leverage output of the analytical works on the 40 sites to calibrate the grant structure for the PBG interconnected mini-grids window and enable its roll-out by 2025. This is because (i) some projects are already negotiated with the DISCOs by developers and will require incentives to reach financial close and commence construction on the ground (ii) DISCO collaboration with the private sector is very dynamic and flexibility should be allowed for private sector developers that successfully secure projects with the DISCOs to participate on the DARES program without road blocks (iii) Despite the gains of the MST process including its price discovery potential, the MST process turnaround time could be lengthy even in the absence of delays and may not align with the urgency required to drive the electrification agenda of the Federal Government of Nigeria. 12. The mission reiterated the need for regulatory waivers and fast-track processes for projects under the DARES program whilst highlighting key risk areas that should be resolved in advance with the DISCOs and other stakeholders. As larger projects are deployed under the DARES program, regulatory waivers including raising the cap for mini-grid permit to 10MW and agreeing on some potential issues with key stakeholders like the Federal Ministry of Environment in advance is crucial to enable seamless and swift project roll-out under DARES. Some key areas amongst others are (i) a clear regulatory guideline to determine and calculate the energy tariff charge to the project developer for energy wheeled by the DISCOs to the ring-fenced project cluster (ii) the Distribution Use of System (DUOS) fees payable by the project developer for energy wheeled through the DISCO network (iii) the legacy debt recovery framework in the project cluster post DER project commissioning (iv) Requirement of an ESIA for projects above 1MW, attendant turnaround time, and potential impact on project development timeline as a result of the wet and dry season assessment expectation. 13. The procurement process for the minimum subsidy tender (MST) for interconnected mini grid commenced with the issuance of an Initial Selection Document (ISD). The ISD issued on November 4, 2024 outlines eligibility criteria, technical and financial capability requirement expected from prospective bidders. The application submission deadline is December 16, 2024. Pre-qualified developers will be sorted into 2 tiers during initial selection step according to the ability to execute Embedded Generation projects and larger portfolio of interconnected mini grids. Embedded generation (EG) projects require additional financial and technical capabilities compared to interconnected mini grid projects due to larger expected generating capacities. Requirements have been designed to ensure selected bidders are well capitalized and can execute the project lots. 4 14. Direct disbursement of grant due to a developer to a designated offshore account of project developers and/or its third party financiers, investors or agents: Whilst direct disbursement to offshore account is a practice acceptable to the World Bank and was implemented under the NEP, it was unclear in the DARES project implementation manual (PIM) if this practice will allow grant due to a developer to be assigned to a designated third party financiers, OEM, investor or parent entities. Put differently, it was unclear if grant due to a developer could be disbursed to an offshore account of a third-party entity designated by the developer to receive payments on its behalf. The mission clarified the above with REA and guidance was provided that such arrangements are acceptable to the government of Nigeria provided that relevant documentation were provided including board resolution and deed of assignment. Thereafter, it was agreed that the clarification provided will be detailed in the draft grant agreement currently undergoing the final stages of review. 15. The mission team continued engagement with the Lagos State Ministry of Energy and Mineral Resources on Solar roof top implementation in life saving critical public hospitals across Lagos State. The mission team met with the Commissioner of Energy and members of the Lagos State Electricity Board to discuss the implementation model options for solar roof top deployment; emphasizing the need to pursue a sustainable delivery option under an “Energy As a service” (EAAS) arrangement. The mission team assessed the DARES effectiveness preparedness of the LSEB team and agreed with the LSEB team on timelines for the following critical activities: (i) execution of the on-granting agreement with REA in two (2) weeks (ii) provision of an organogram and staffing plan for the project implementation unit (PIU) by December 15, 2024 (iii) confirm the suitability of the LASG e-procurement platform and possibility to integrate with Odyssey platform in two (2) weeks. (iv) procurement of technical and transaction advisors for the project sites tender process, PPA negotiations, project implementation supervision and hands-on technical support by December 2024. The progression of the on-going technical assessments at the hospital sites across Lagos State was also discussed. Stand Alone Solar Component 16. The mission team reached agreement with REA on the grant design and delivery mechanism for aspects of the Stand Alone Solar (SAS) component. The REA team utilized the output of detailed analytical work including technical and market assessment to provide a grant framework that fine-tuned and improved upon the OBF mechanisms under the NEP for standalone solar system. Key features of the DARES grant framework agreed with REA include (i) a differentiated OBF grant structure for solar home systems (SHS) with tiers of fixed incentives as a percentage of retail price discounted uniformly and matched with reduced affordability in remote and more vulnerable communities based on the SHS index (ii) a premium and incentive for PayGo sales as compared to cash sales (iii) a proposed restructuring of the component to include solutions for public sector institutions after first year of implementation. 17. Under the Stand-alone Solar component, the grant delivery mechanism for the Productive Use of Energy (PUE) is still under further review. While subsidy will be allocated by categorization based on appliance type, solar and system capacity, and price, with funds distributed through PUE suppliers, the REA team recommended further analytical work and reviews that will 5 help provide detailed clarity on deployment framework. This deployment framework will guide a phased and targeted approach with initial focus on demand clusters like markets, agro-processing centers, and cottage industries whilst seeking synergistic opportunities with other World Bank funded programs in the agro-processing and mobility sectors. These measures will assist to drive sustainable energy access and support Federal Government of Nigeria’s economic growth agenda and job creation. Further, the mission noted REA’s request to (i) consider interventions in public health institutions under the existing solar-roof top sub-national intervention in component 1 of the DARES program (ii) proceed with reverse auction for PUE equipment focusing on matured technologies like solar water pumps, irrigation, and cold storage (iii) mainstream Solar Business System (SBS) solutions under an energy-as -a-service (EAAS) or other long term financing options arrangement targeting agro-clusters and MSME’s (iv) explore emerging technologies like rural telephony and e-mobility (v) discontinue catalytic grant window and reallocate funds to program components given already existing working capital facilities in the ecosystem. REA and the mission agreed not to prioritize preparation of a demand side subsidy program for now, given that the national social registry may not be ready to be utilized, and instead rely on existing agencies like Nigerian Consumer Credit Cooperation to bridge the affordability gap. IV. SUMMARY OF PROGRESS TOWARDS DARES’ EFFECTIVENESS, KEY DISCUSSIONS, AND AGREEMENTS 18. Subsidiary Agreement and on-granting Agreement: The mission noted that the subsidiary agreement between the Federal Ministry of Finance and the Rural Electrification Agency of Nigeria for the US$750 million was executed on July 18, 2024. Out of the program fund of US$750 million, the REA has agreed to on-grant US$20 million to Lagos State Government for the implementation of the solar roof top component in addition to a technical assistance package. The on-granting agreement may possibly necessitate a future amendment to the earlier executed financing agreement. 19. Project Implementation Manual (PIM): The PIM was adopted on 1 November 2024 technically ushering in the effectiveness of the DARES project. The World Bank internal administrative steps are on-going to operationalize the project effectiveness, following the countersignature of the letter for the loan reinstatement and declaration of effectiveness of the Financing Agreement, on 15 November 2024. 20. Evaluation and Compliance Requirement: The mission team discussed with REA the evaluation and compliance requirement for developers willing to participate on the DARES program which largely mirrors that of the NEP program but with stricter measures including (i) the requirement to provide a productive use strategy for each site application and commitment to connect productive loads (ii) the requirement to include PUE and capacity utilization threshold in the financial model accompanying business proposal and (iii) evidence of state government approval for proposed projects in recognition of increasing roles of state government under the Electricity Act 2023. 6 21. The National Electrification Strategy and Implementation Plan (NESIP) and Role of States. The mission also discussed the role of States given the Electricity Act 2023. REA is proactively coordinating with multiple stakeholders including the Presidency, the National Economic Council (NEC) and the Nigeria Governors Forum (NGF) to discuss how this transition will be managed, and technical assistance requirements. Further engagement was expected to take place before the end of December 2024 to agree on templates that will be shared to states, specifying baseline data requirements to serve as inputs to the NESIP. More so, REA has commenced discussions with the Bank team on the Multi-Tier Framework Assessment for nationwide collation of data in collaboration with the National Bureau of Statistics (NBS). The outcome of this activity will serve as inputs to the NESIP and other geospatial platform. The NESIP is the strategic document that will provide a clear road map for achieving universal electrification of Nigeria. On a similar note, the procurement process for the consultant that will assist with the NESIP preparation is at award stage and final decision on the process will be made before the end of December 2024. 22. REA Business plan. A key issue of concern has been REA’s mandate and its institutional and staffing capacity to fit into its elevated role of the apex electrification agency driving the FGN’s universal access agenda. The mission team was informed of progress made in closing institutional capacity gap and preparing a new business plan to meet the performance-based condition (PBC) of the DARES program in record time. Competitive recruitment of a consultant to assist with business plan have been concluded and consultant is scheduled to commence work after aligning task outline with REA given evolving operational landscape. 23. Distributed Renewable Energy Enhancement Facility (DREEF): Programmed under Component 3. Technical Assistance, Sub-Component 3.2: DARES Ecosystem and Implementation of the DARES Project, DREEF - a partnership with InfraCredit - seeks to operationalize an innovative model that will unlock, expedite, and scale access to long-term local currency capital for DRE projects while propelling project developers up the RESCO maturity curve, in a streamlined manner. It presents a first of its kind combined approach towards targeting the technical, operational, and financial hurdles encountered along the preparation, development, and construction phases of DRE projects to increase the flow of local currency institutional investment and ultimately enhance DRE access in the country, at scale. In discussions with InfraCredit, it is noted that the DREEF business plan and governance structures have been finalized. Following effectiveness of the DARES project, and in consultation with the REA, operational efforts will be triggered on a phased basis, focusing on Sponsor Support and Development to strengthen the institutional, technical capacity and corporate governance of DRE developers/sponsors in Nigeria. 7 24. Regulatory Cap of 1MW for mini grids: A detailed discussion was held with NERC and REA on the case to increase regulatory capacity cap for mini grids from 1MW to 10 MW. NERC team noted some concerns constraining their desire to grant the request as follows (i) the electricity law in Nigeria mandates a license to be issued for projects above 1MW and not a permit (ii) altering this requirement will require a parliamentary approval and amendment to the law. (iii) the compliance requirement - technical, environmental, and social safeguards for projects above 1 MW are more stringent to guarantee health and safety in communities where the projects are deployed. (iv) The financial implication of these compliance requirement may be burdensome for mini-grid developers and could translate to high tariff for end-users. However, given the strategic objectives of the government of Nigeria and the need to scale the deployment of grid connected DER’s to keep the lights on in the event of national grid dysfunction, the NERC team are in the process of granting regulatory waivers by increasing the capacity cap for mini grids to 10MW. Whilst this will be applicable to only grid connected DER projects deployed under the DARES program, this regulatory waiver will be subject to REA demonstrating that (i) the selected sites for grid connected DERs under the DARES program has load demand in excess of one (1) mega-watt (ii) there is sufficient funding under the DARES program to cater for the grant incentives to finance, build and operate these large projects via private sector led efforts (iii) the project’s technical requirements and service standards complies with the grid code. V. NEXT STEPS 25. Action Plan. The agreed Action Plan for DARES and NEP is presented in Annex A. The Action Plan will be monitored through weekly and bi-weekly meetings with relevant stakeholders. 8 Annex A: Agreed DARES and NEP Action Plan DARES ACTION PLAN # Action Responsibility Deadline General 1 Counter-sign the memo reinstating the financing agreement and declaration of DARES FMOF, REA Earliest date effectiveness 2 Conclude the grant agreements and data sharing agreement for all program components REA November 15, 2024 3 Clarify working relationship between REA and LASG REA, LASG November 30, 2024 4 Execute on-granting agreement between REA and LASG REA, LASG December 15, 2024 5 Conclude procurement process for consultants that will assist with the NESIP REA, World Bank November 30, 2024 6 Finalize on state government engagement templates in preparedness for DARES REA, World Bank November 30, 2024 effectiveness 7 Firm-up arrangements with strategic communications team to support public and social REA November 15, 2024 media campaign for the DARES program components 8 Facilitate meeting with Dalberg to align on task outline for the REA Business plan World Bank December 20, 2024 given changing operational landscape 9 Clarify direct disbursement clause and include in the DARES grant agreement REA November 15, 2024 Solar Hybrid Mini-grid component 10 Commence site assessment activities for isolated mini grids for an MST process REA November 30, 2024 leveraging data from synergistic programs like Energizing Economies targeting demand and productive use clusters that aligns with government economic growth agenda. 11 Commence procurement document preparation for the RFP stage of the MST for REA, RMI, World Bank, November 30, 2024 interconnected mini grids DISCOs 12 Conclude 1st Phase of technical assessment activities for the initial 40 sites selected for REA, RMI December 31, 2024 the MST process 13 Commence analytical work and sensitivity analysis to optimize grant amount, project REA, RMI, INENSUS November 30, 2024 cost and tariff for final subsidy determination under the PBG window for interconnected mini grids 14 Revert to the World Bank with PIU organizational structure, staffing plan and LSEB November 30, 2024 qualifications of PIU staff 15 Commence procurement of technical/ transaction adviser for the solar roof top LSEB December 31, 2024 implementation. 16 Confirm the suitability of the LASG e-procurement platform and assess possibility to LSEB, World Bank November 30, 2024 integrate with Odyssey platform. 9 17 Clarify E&S compliance requirements for sites selected under DARES MST program REA E&S team, World November 15, 2024 and outline strategies to engage stakeholders and manage potential risk areas where Bank, RMI requirements could impact project implementation timelines Stand Alone Solar (SAS) component 18 Review the reverse auction framework for PUE and align with government priority to REA, OCA November 30, 2024 electrify productive use clusters and demand centers 19 Draft TOR to develop a reverse auction framework for PUE and align with government REA, World Bank December 6, 2024 priority to electrify productive use clusters and demand centers 20 Award contract to a qualified consultant to develop a reverse auction framework for World Bank January 15, 2025 PUE 21 Agree on scope for further analytical work on solar business systems and emerging PUE REA, World Bank December 6, 2024 technologies to inform the design of subsequent windows under this component, and draft TOR 22 Award contract to a qualified consultant for an assessment of emerging PUE World Bank January 15, 2025 technologies and solar business systems 10 NEP ACTION PLAN Action Responsibility Deadline General 1 Provide a post project procurement report documenting activities completed, activities REA November 30, 2024 pending, and lessons learnt 2 Prepare a payment/disbursement schedule and submit to the Bank before project closing date REA December 31, 2024 3 Ensure that all invoices from consultants and performance guarantee for closure Audit are REA December 31, 2024 delivered to the Bank 4 Ensure that all expenditures incurred are documented and reflected on client connection to REA November 30. 2024 confirm eligibility of expenditures 5 Prepare a schedule of outstanding works under EEP Phase II component and projected REA November 23, 2024 completion timeline to enable comprehensive review of E&S aspects of outstanding activities 6 Resolve deficiencies in Q3 IFR and timely submission of Q4 2024 IFR. REA Project Accountant February 15, 2025 7 Periodically submit Withdrawal applications to document advance received. REA Project Accountant April 30, 2025 8 Resolve remaining issues in 2023 audit review letter. REA Project Accountant June 30, 2025 9 Submit final audit of the project covering 14 months (January 2024 to April 30, 2025) REA Project Accountant June 30, 2025 Energizing Education Project (EEP) Phase II 10 Complete all outstanding works (Lot 1 - University of Abuja) REA, EPC contractor November 30, 2024 11 Complete all outstanding works (Lot 2 - Micheal Okpara University of Agriculture Umudike) REA, EPC contractor November 30, 2024 12 Complete all outstanding works (Lot 3 - University of Calabar & Teaching Hospital) REA, EPC contractor November 30, 2024 13 Complete all outstanding works (Lot 4 - University of Maiduguri & Teaching Hospital) REA, EPC contractor November 30, 2024 14 Complete all outstanding works (Lot 5 - Federal University of Agriculture Abeokuta) REA, EPC contractor November 30, 2024 15 Complete all outstanding works (Lot 6 - Federal University Gashua) REA, EPC contractor November 30, 2024 16 Complete all outstanding works (Lot 7 - Nigeria Defense Academy) REA, EPC contractor November 30, 2024 11 ANNEX B List of Officials and Counterparts Met REA Name Title Abba Aliyu Managing Director/CEO Umar Abdullahi Executive Director Technical Services Selbyen Gambo Senior Advisor, Office of the MD/CEO Ebun Mesaiyete Senior Advisor, Office of the MD/CEO Muzzamil Waziri Technical Advisor, Office of the MD/CEO Edith Ibeh Head Protocol NEP PMU Name Title Olufemi Akinyelure Head, Project Management Unit Hadiza Katagum Project Manager, PBG/Acting Component Lead, Mini Grid Lande Abudu Component Lead, SHS Engr. Joro Sallau Component Lead, EEP Clinton Amaji M & E Specialist Tunde Seriki Procurement Specialist Blessing Agbabokha Project Accountant Engr. Jaafar Dikko Senior Technical Design Expert Engr. Timothy Shekarau Senior Technical Advisor Susan Igata Social Specialist Michael Okoh Environmental Specialist Chinonso Njoku Liaison Officer EEP Tosin Ipaye Project Officer EEP Chidera Achinanya Data Management Officer EEP Bello Salman Senior Technical Project Manager Tobi Ogunlesi Project Manager OBF SHS Nabila Maida Data Analyst SHS Olakunle Owoeye Technical Specialist Stanley Onwunumah Project Manager, COVID 19 & beyond Paul Iyogun Project Manager MST Michael Peter Private Sector Liaison, Mini Grids Ali Lawan Internal Auditor Muheez Dawodu Desk Officer at NERC Odegua Ofoegbu Due Diligence Officer at NERC Atinuke Odofin Partner ALP Adejoke Odumosu Project Intergovernmental Relations Lead Abdulganeey Opeloyeru Project Procurement Officer Nkeiruka Ekenwa-Charles Project Finance Officer Okekene Chimaobi Asst. Project Accountant Makinde Vivian Ejiro Finance Support Ikenna Obi-Emeruwa Procurement Data Filing Officer 12 Name Title Khadija Imam Procurement Support Umar Jega Procurement Support Suleiman Gimba Financial Support Officer Gbolahan Temilorun Ministry of Environment Portal Management Officer Elisha Awojuola Ministry of Environment Portal Management Officer Abdullahi Sulaiman DISCO & Stakeholder Engagement Consultant NERC Name Title Abba Ibrahim Terab Deputy General Manager, Markets Rates and Competition Abdulsalam Yusuf Deputy General Manager, Planning, Research and Strategy Friday Sule Assistant General Manager, Markets Rates and Competition Olisa Chukwuma Senior Manager, Markets Rates and Competition Sharfudden Mahmood General Manager, Market Competition and Rates Chigozie Azikiwe Assistant General Manager, Market Analysis and Competition Chinedu Onyegbule Market Analysis and Competition Ibrahim Tajudeen Principal Manager, Tariffs and Rates Muhammad Yadudu Principal Manager, Market Competition and Rates Ministry of Energy and Mineral Resources, Lagos State Name Title Mr. Biodun Ogunleye Honorable Commissioner of Energy Engr (Mrs.) Abiola Kosegbe Permanent Secretary Engr. Salako Senior Special Adviser on Energy Ajibola M.A Assistant Director, Power Amodu Titilola M. Assistant Chief Geologist Lagos State Electricity Board Name Title Engr. K.A.T. Balogun General Manager Adesokan Esther O. Assistant Director, Procurement Adetokunbo Ladeja Assistant Director, Legal Engr. Babalola A.M. Deputy Director, Renewable Olukoya Mariam Team member, Power Department Adekemi Adeniji Adams Assistant Director, Power Department Hafeez Momoh Head of Department, Power Engr. Orunsolu G. A. Power Department Oseni Wahab S.A. Power Department German Development Agency (GIZ) Name Title Heine Eckhard Head of Component, Sustainable Energy Access Sharon Kaburuk Head of Component, Capacity Development Alexander Akolo Technical Advisor, Sustainable Energy Access 13 Jennifer Oluchi Francis Technical Advisor, Sustainable Energy Access Ifeoma Obiasogu Technical Advisor, Electrification Planning and Data Management Victor Chimere Technical Advisor, Sustainable Energy Access The World Bank Group Task Team Name Title Arsh Sharma Senior Energy Specialist, TTL Ashish Shrestha Energy Specialist, Co-TTL Collins Chukwuma Obi Energy Specialist, Co- TTL Arigu Kudu Financial Management Specialist Akeem Bello Procurement Specialist Christopher Mays Johnson Senior Social Development Specialist Elijah Abiodun Siakpere Senior Social Development Specialist Lucky Erhaze Environmental Specialist Hadija Kamayo Senior Financial Sector Specialist Ifunanya Nwandu Consultant Olateju Abimbola Senior Investment Officer, IFC Hanning Bi Investment Officer, IFC Sarah Afridi Investment Officer, IFC Ufang Ufang John Team Assistant In addition, the Task Team attended workshop sessions and pre-application meeting with representatives of the following organizations and entities: - Representatives of RMI - Representatives of Infracredit - Representatives of Odyessy Energy Solutions 14 ANNEX C Distributed Access through Renewable Energy Scale-up (DARES) Project Virtual Roundtable/Workshop November 6- 7, 2024 I. Participants The Roundtables/Workshops were attended by private sector developers, OEMs, EPC contractors, investors, financiers and other stakeholders from the public and private sector. Over 1,100 registrations were recorded, but not all interested parties were able to join due to the maximum capacity caps of the online meeting platforms. The number of unique participants for each session are presented in the table below: S/N Session Number of participants 1 Stand Alone Solar (SAS) Component – Solar Home Systems 740 2 Isolated Mini Grids 500 3 Interconnected Mini Grids and Pre-application meeting/workshop 500 The pre-application meeting for the MST for interconnected mini grid is a requirement of a competitive procurement process that commenced on November 4, 2024, and answers to all questions raised during the sessions will be collated, published on the Odyssey procurement platform and disseminated to attendees of the pre-application meeting. Furthermore, the recordings of all sessions and presentations utilized therein will be circulated to all attendees. II. Agenda Day 1 – Wednesday, November 6, 2024 Session 1 - Stand Alone Solar (SAS) Component – Solar Home Systems Time Activity Speaker 10:00-10:05 5 Mins Welcome address/Opening remarks Abba Aliyu, MD/CEO REA 10:05-10:15 10 Mins Presentation of DARES Overview Femi Akinyelure, Head of NEP Project Management Unit, REA 10:15-10:35 20 Mins Presentation on the DARES SAS Lande Abudu, Stand Alone Solar System Component (SHS) Component Coordinator, NEP REA 10:35-10:55 20 Mins DEMO of SAS Geospatial mapping and Nabin Raj Gaihre, Co-founder of VIDA grant rate 10:55-11:15 20 Mins DEMO of Project Management Platform Susan Smith, Vice President, Concessional Finance Solutions, Odyssey Solutions 11:15-12:00 45 Mins Q&A Session Tobi Ogunlesi, Project Manager SHS, NEP REA (Anchor) Session 2 – Isolated Mini Grids 15 1:00 – 1:25 25 Mins Presentation on the NEP Legacy projects Hadiza Katagum, Mini Grid Component and DARES Isolated Mini Grid Coordinator, NEP REA Component 1:25 – 1:45 20 Mins DEMO of Mini grid Geospatial mapping Nabin Raj Gaihre, Co-founder of VIDA and site analysis (Including Mesh Grids) 1:45 – 2:05 20 Mins DEMO of Project Management Platform Susan Smith, Vice President, Concessional Finance Solutions, Odyssey Solutions 2:05-2:55 50 Mins Q&A Session Stanley Onwunumah, Project Manager Mini Grid, NEP REA (Anchor) 2:55-3:00 5 Mins Closing Remarks Femi Akinyelure, Head of NEP Project Management Unit, REA Day 2 – Thursday, November 7, 2024 Interconnected Mini Grids Pre-Application Workshop Time Activity Speaker 1:00 – 1:10 10 Mins Welcome address/Presentation of Abba Aliyu, MD/CEO REA DARES Overview Femi Akinyelure, Head of NEP Project Management Unit, REA 1:10 – 1:30 20 Mins Presentation on the DARES Paul Iyogun, Project Manager Mini Grid, Interconnected/MST-IMG Pre-Bid NEP REA Application Rep from RMI 1:30 – 1:50 20 Mins DEMO of Project Management Platform Susan Smith, Vice President, Concessional Finance Solutions, Odyssey Solutions 1:50-2:55 55 Mins Q&A Session Susan Igata, Senior Social Specialist, NEP REA (Anchor) 2:55-3:00 5 Mins Closing Remarks Femi Akinyelure, Head of NEP Project Management Unit, REA 16 ANNEX D Detailed Financial Management (FM) discussion during the Implementation Support Mission (ISM) •FM staffing. FM staffing under this project consist of 1 Project Accountant, 1 Assistant Project Accountant, 1 Finance officer, 1 Internal Auditor and support staff. The FM staff are academically and professionally qualified and are performing satisfactorily. Staff turnover on the project is low. FM staff working on this project perform their function effectively, but the accountant needs to prepare more IFRs. The mission noted that the internal auditor will be retiring from government service in November 2024. Arrangement needs to be put in place to replace him to ensure internal audit function on the project does not suffer. There exists adequate coordination between the FM team and the project team members. •Financial Reporting and Budgeting. The discussion held confirmed that the project uses flexible accounting software to prepare its interim financial reports (IFRs). The quarter 3 IFR delivered to Bank was accepted, but deficiencies were noted in the uses of fund by project activity, hence the variances in the report cannot be relied upon, including deficiency in the sources and uses of fund. The accountant who provides FM support to the project could not exercise due diligence in ensuring that budgeted figures are inputted in uses of funds by project activities and accuracy of financial data before uploading the IFR in client connection, resulting in poor quality IFR. The accountant was advised to ensure that IFRs prepared are reviewed by the federal project financial management department (FPFDM) for quality review before submitting to the Bank. The Bank discussed the identified challenges with the accountant to ensure that high quality and acceptable IFR is delivered in quarter 4, by February 15, 2024. The Bank will monitor to ensure this is done. The mission noted that implementation of activities has continuously been based on the 2023 updated and approved work plan and Bank’s No Objections obtained for activities not included in the workplan. •Accounting and Records Keeping. The mission confirmed that flexible accounting is being used to post financial transaction, and maintenance of financial record meets the need, size and complexity of the project. The meeting noted that project expenditures are coded using charts of accounts, and financial data are backed up in web cloud with IT supports. In addition to the back- up supports, records are well-kept manually to safeguard against loss of data in the accounting software. The mission encouraged the FM staff to ensure that accounting records such as the accounting software, cash books, bank statements including reconciliation, and fixed assets register are regularly updated as part of their routine function. •Internal Control and Internal Audit. The discussion noted that internal control on the project need to continuously be strengthened. The accountant confirmed that there is adequate segregation of duties, approval and authorization, and that the internal control process complies with the project’s legal requirements. Also, the accountant confirmed that the FM manual prepared by the government and the Bank is in place and is being complied with by the project in the daily financial operation. The mission established that oversight internal audit function on the project is inadequate. At the time of this discussion, the mission noted that the Q2 project’s internal audit 17 report was finalized only on August 19, 2024. The internal auditor who provides oversight internal audit function on the project does not pay attention to meeting deadlines, resulting in the delay in preparing internal audit report, thereby not adding value to the project. The need for Q3 internal audit report that will be due by November 14, 2024, to be prepared and a copy of it shared with the Bank by the deadline via email was emphasized. The FM team of the Bank will monitor this to ensure there is compliance by the internal auditor. •Funds Flow: Funds flow from the Bank to Project is adequate. As of November 8, 2024, with less than two months (December 31, 2024) to project closure, overall amount disbursed to the project was US$272,096,635.88 (84.6%) of total credit of $321,443,776.00. The project is encouraged to fast track the implementation of activities to ensure 100% disbursement of allocated fund. The mission noted that issues identified in the last FM mission report, such as the wrong credit of $2,371.544.62 to the project account by the CBN, since December 2023, was reversed on September 2, 2024, bringing this matter to a close; this was confirmed through the project’s Bank statement shared via an email with the Bank on September 19, 2024, and the balance of N204,320,301.42 in the drawdown account meant for payments to contractors of some Nigerian Universities for energizing evaluation program (EEP) including payment of outstanding taxes has been utilized for intended purpose. Furthermore, the need for the project to periodically submit withdrawal applications to document advances from the Bank by application deadline of April 30, 2025, was emphasized. •External Audit. At the time of this discussion, the accountant confirmed that one of the issues noted in the 2023 audit review letter, that is, the differences that exists between the closing balances of 2022 audit and the opening balances in the 2023 general ledger remained unresolved. The mission noted that the accountant did not pay attention to ensuring that this matter was resolved. The need to ensure this is resolved by December 31, 2024, and handled in 2024 audit with external auditors was stressed by the Bank. Considering that the project will close on December 31, 2024, it was clarified that the project could deliver to the IDA final audit for period covering of January 2024 to April 30, 2025 (end of grace period) by June 30, 2025. It was further clarified that since NEP is a federal project, to avoid the challenge of opening escrow account in CBN, it is appropriate for the project to obtain a Bank guarantee from the auditors by the closing date for the final audit to conducted as required. The FM team will monitor this process and follow up with the project to ensure timely submission of the remaining audit report. 18