Minutes of a Meeting of the Board of Directors of IFC held in the Board Room on May 17, 2018 at 10:03 a.m. 1. There were present: CHAIR: S. von Friedeburg, Vice President, IFC DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS DIRECTORS: N. Alghaith D. Kinder E. Bethel W. Ko M. Bhuiyan P. Kunene S. Bouda K. Nishikata O. Bougara P. Pagano A. Bvumbe K. Panov M. Cavallari M. Poder R. Dominguez G. Schoenleitner P. Donaldson M. Torero R. Eletreby F. Vodita M. Farnoux J. Zattler W. Gruber M. Zhang H.J. Kim OFFICERS AND STAFF PARTICIPATING: M. Garcia, Acting Vice President and Corporate Secretary J.-P. Hupez, Chief Counsel S. Pimenta, Regional Vice President D. Chakrapani, Head M. Spicer, Director * C. Gevers, Country Manager K. Ramnauth, Country Manager S. Dzotefe, Manager T. Kouadio, Senior Investment Officer A. Asaolu, Environmental Specialist * via videoconference This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Madagascar - Investment in BOVIMA S.A.R.L. and AGRIFEED S.A.R.L. for the BOVIMA Project 2. The Board of Directors authorized an investment in the form of (i) an unsecured subordinated “C� loan of up to US$3.5 million; and (ii) a concessional unsecured subordinated loan of up to US$3.5 million from IFC in its capacity as the implementing entity for the Global Agriculture and Food Security Program (GAFSP) Private Sector Window to BOVIMA S.A.R.L. and AGRIFEED S.A.R.L. in Madagascar (IFC/R2018-0119; /1, dated May 4, 2018, and May 16, 2018, respectively) and adopted Resolution No. IFC 2018-0013. Adjournment 3. The meeting adjourned at 11:18 a.m. FROM: Vice President & Corporate Secretary This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Minutes of Meeting of the Executive Directors of the Bank and IDA and the Board of Directors of IFC held in the Board Room on May 17, 2018 at 11:23 a.m. 1. There were present: CHAIR: J. Levy, Managing Director and WBG Chief Financial Officer EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: M. Abdul Karim E. Miagkov N. Alghaith A. Ncube A. Atomate K. Nishikata O. Bougara P. Pagano M. Cavallari C. Rose Innes J. de Boer G. Schoenleitner C. DeLuca A. Sode P. Donaldson A. Subramani R. Eletreby A. Thermann W. Gruber M. Torero J. Hernandez Alcerro S. Ulbaek H.J. Kim M. Zhang D. Kinder OFFICERS AND STAFF PARTICIPATING: S. Okoro, Senior Vice President and General Counsel M. Garcia, Acting Vice President and Corporate Secretary E. Sennhauser, Acting Regional Vice President R. Puliti, Senior Director J. Ahmad, Country Director D. Papathanasiou, Practice Manager A. Sarkar, Senior Energy Specialist This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. India – Loan with the Sovereign Guarantee and Investment Project Financing (IPF) Guarantee - India Energy Efficiency Scale-Up Program 2. The Executive Directors considered the President’s Memorandum and Recommendation (R2018-0068, dated April 27, 2018) and approved a loan to Energy Efficiency Services Limited (EESL) with the sovereign guarantee of India in the amount of US$220 million and an Investment Project Financing (IPF) guarantee in support of commercial lending to EESL in the amount of up to US$80 million with the sovereign guarantee of India, for the India Energy Efficiency Scale-Up Program on the terms and conditions set out in the President’s Memorandum. Adjournment 3. The meeting adjourned 12:42 p.m. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. The following item(s) have been approved on an Absence-of-Objection Basis or have been authorized to proceed on a Streamlined Basis between May 9, 2018 and May 17, 2018 THE EXECUTIVE DIRECTORS OF THE BANK AND IDA Vietnam – Additional Trust Fund Grant from the Global Environment Facility - Mekong Delta Integrated Climate Resilience and Sustainable Livelihoods Project 1. The Executive Directors recorded their approval on May 11, 2018 of an additional trust fund grant from the Global Environmental Facility in the amount of US$6,090,831 to the Vietnam for a Mekong Delta Integrated Climate Resilience and Sustainable Livelihoods Project on the terms and conditions set out in the President’s Memorandum (GEF/R2018-0007, dated April 24, 2018). Benin – Credit and Grant - Rural Water Supply Universal Access Program-for-Results 2. The Executive Directors recorded their approval on May 15, 2018 of a credit in the amount of Euro 138 million (US$170 million equivalent) from IDA Scale-up Facility and a grant in the amount of SDR 34.4 million (US$50 million equivalent) to Benin for a Benin Rural Water Supply Universal Access Program-for-Results on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0102, dated April 26, 2018). Gambia – Grant - Gambia Electricity Restoration and Modernization Project 3. The Executive Directors recorded their approval on May 15, 2018 of a grant in the amount of SDR 28.4 million (US$41 million equivalent) for a Gambia Electricity Restoration and Modernization Project on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0107, dated May 4, 2018). Uganda – Additional Credit and Additional Grant - Uganda Support to Municipal Infrastructure Development Program 4. The Executive Directors recorded their approval on May 15, 2018 of an additional credit in the amount of SDR 231.70 million from IDA (US$335 million equivalent), which includes US$25 million equivalent from the IDA 18 Refugee Sub-window (RSW), and an additional grant of SDR 17.30 million (US$25 million equivalent) from the RSW to Uganda, for the Uganda Support to Municipal Infrastructure Development Program on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0118, dated April 27, 2018). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Madagascar – Credit - Integrated Urban Development and Resilience Project for Greater Antananarivo 5. The Executive Directors recorded their approval on May 17, 2018 of a credit in the amount of in the amount of SDR 51.6 million (US$75 million equivalent) to Madagascar for an Integrated Urban Development and Resilience Project for Greater Antananarivo on the terms and conditions set out in the President’s Memorandum (IDA/R2018-0104, dated April 30, 2018). Mr. Bethel wished to be recorded as abstaining. THE EXECUTIVE DIRECTORS OF THE BANK AND IDA AND THE BOARD OF DIRECTORS OF IFC Myanmar – IFC Investment in Anthem Asia Myanmar SME Venture Fund, L.P. with the support of IDA18 Private Sector Window Blended Finance Facility for the IFC Investment in Anthem Asia Myanmar SME Venture Fund 6. The Executive Directors and the Bank and IDA and the Board of Directors of IFC authorized on May 9, 2018 an investment by IFC acting as Implementing Entity of the IDA Private Sector Window with the support of IDA18 Private Sector Window Blended Finance Facility in Anthem Asia Myanmar SME Venture Fund, L.P. up to US$7.5 million as a Limited Partner in Anthem Asia Myanmar SME Venture Fund, L.P. in Myanmar. The proposed IDA PSW supported investment will be made alongside IFC’s own account investment of the same amount of up to US$7.5 million, subject to a maximum of total fund commitments of 25 percent each and 50 percent combined for both World Bank Group entities and adopted Resolution No. IFC 2018-0014 (IFC/R2018-0109, dated April 27, 2018, and IDA/R2018-0105, dated April 27, 2018). THE BOARD OF DIRECTORS OF IFC Kenya - Investment in Universal Corporation Limited 7. The Board of Directors authorized on May 10, 2018 an investment in Kenya - Investment in Universal Corporation Limited (IFC/R2018-0112, dated April 30, 2018), consisting of: an “A� loan of up to US$10 million. Myanmar - Investment in KM Terminal and Logistics Limited for the Kerry Myanmar Project 8. The Board of Directors authorized on May 11, 2018 an investment in Myanmar - KM Terminal and Logistics Limited for the Kerry Myanmar Project (IFC/R2018-0113, dated May 1, 2018), in the form of an “A� loan of up to US$15 million. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Thailand - Investment in TMB Bank Public Company Limited (DCM TMB SMEGreen) 9. The Board of Directors authorized on May 11, 2018 an investment in Thailand - TMB Bank Public Company Limited (DCM TMB SMEGreen) (IFC/R2018-0014, dated May 1, 2018), in the form of a subscription to two bonds to be issued by TMB Bank Public Company Limited in Thailand consisting of: (a) up to US$60 million to finance eligible green assets, and (b) up to US$90 million to finance the SME lending program of the Bank. Dominican Republic - Investment in Banco Múltiple BHD León S.A. (BHDL III) 10. The Board of Directors authorized on May 11, 2018 an investment in - Dominican Republic - Banco Múltiple BHD León S.A. (BHDL III) (IFC/R2018-0116, dated May 1, 2018), consisting of a senior loan and a subordinated loan of up to US$50 million. Mexico - Investment in Clínica del Azúcar, S.A.P.I. de C.V. 11. The Board of Directors authorized on May 11, 2018 an investment in Mexico - Clínica del Azúcar, S.A.P.I. de C.V. (IFC/R2018-0115, dated May 1, 2018), consisting of an equity of up to US$4 million, which may be disbursed in Mexican Pesos, for an equity ownership of up to 15 percent. Sri Lanka - Investment in PickMe 12. The Board of Directors authorized on May 11, 2018 an investment in Sri Lanka- PickMe (IFC/R2018-0117, dated May 1, 2018), subscription for up to LKR385 m (approximately US$2.5m) of preference shares in PickMe, representing not more than 5% of PickMe on a fully diluted basis in Sri Lanka. Turkey - Investment in Osmangazi Elektrik Dagitim A.S. for the Zorlu Distribution Project 13. The Board of Directors authorized on May 16, 2018 an investment in Turkey - Osmangazi Elektrik Dagitim A.S. for the Zorlu Distribution Project (IFC/R2018-0120, dated May 4, 2018), in the form of an “A� loan of up to US$80 million in Turkish lira equivalent. Mexico - Investment in Irrevocable Trust Agreement Number F/179122 (Loan to CS MEXCO II) 14. The Board of Directors authorized on May 16, 2018 an investment in Mexico - Irrevocable Trust Agreement Number F/179122 (Loan to CS MEXCO II) Project (IFC/R2018- 0118, dated May 4, 2018), in the form of a senior loan of up to MXN 1,912 million (approximately US$101.4 million) to Irrevocable Trust Agreement Number F/179122, a structured security that is domiciled in Mexico and locally regulated as a “Certificado de Capital de Desarrollo� (CKD), managed by Credit Suisse Asset Management, and listed on the Mexican Stock Exchange. This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. India - Investment in Indospace Logistics Parks III LP 15. The Board of Directors authorized on May 17, 2018 an investment in India - Indospace Logistics Parks III LP (IFC/R2018-0121, dated May 7, 2018), in the form of an equity of up to US$25 million. Sub-Saharan Africa - Investment in Barak Trade Finance Facility 16. The Board of Directors authorized on May 17, 2018 an investment in Sub-Saharan Africa - Barak Trade Finance Facility (IFC/R2018-0122, dated May 7, 2018), in the form of senior loan of up to US$60 million THE EXECUTIVE DIRECTORS OF THE BANK AND IDA AND BOARD OF DIRECTORS OF MIGA Election of Bank and MIGA Boards – 2018 17. The Executive Directors recorded their approval on May 16, 2018 of the recommendation contained in paragraph 3 of the Memorandum from the Vice President and Corporate Secretary entitled "Election of Bank and MIGA Boards – 2018" (R2018-0081[MIGA/R2018-0040], dated May 9, 2018), namely, the establishment of an Ad Hoc Committee for the 2018 Regular Elections of Bank Executive Directors and MIGA Directors. THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC AND THE BOARD OF DIRECTORS OF MIGA Cote d'Ivoire – Performance and Learning Review of the Country Partnership Framework 18. The Executive Directors recorded their noting on May 16, 2018 of the Performance and Learning Review of the joint IDA/IFC/MIGA Country Partnership Framework for Cote d’Ivoire for the period FY16 – FY19 (IDA/R2018-0096[IFC/R2018-0106, MIGA/R2018-0036]/1, dated April 26, 2018). Minutes of Previous Meetings 19. The Executive Directors of the Bank and IDA recorded their approval on May 17, 2018 of the minutes of the meeting held on May 10, 2018 (XM2018-0002[IDA/XM2018-0002], dated May 10, 2018). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization. Minutes of Previous Meetings 20. The Executive Directors of the Bank and IDA and the Boards of Directors of IFC and MIGA recorded their approval on May 17, 2018 of the minutes of the meeting held on May 1, 2018 and the record of approvals and authorizations between April 13, 2018, and May 1, 2018 (M2018-0015[IDA/M2018-0016, IFC/M2018-0015, MIGA/M2018-0015], dated May 10, 2018). This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank Group authorization.