FROM: The Corporate Secretary -2 - 88175 Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, held in the Board Room on May 15, 2014 at 2:34 p.m. 1. There were present: CHAIR: Sri Mulyani Indrawati, Managing Director EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: V. Agapov A. Lourenco I. Alturki C. Madriz Contreras S. Annamalai T. Paganini L.K. Atheeq R. Raineri G. Balcytyte W. Rissmann W. Banda C. Roberts M. Ehui J. Rosseel J. Frieden I. Slimani-Houti M. Hasan A. Smith F Heemskerk M. Tattersall A. Hernandez L. Wang R. Ito A. Zekri R. Kutzley OFFICERS AND STAFF PARTICIPATING: S. Boubacar, Chief Counsel A. Gibbs, Acting Corporate Secretary I. Andersen, Regional Vice President G. Byam, Director R. Mukherjee, Country Program Coordinator 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. -3 - Request for Replenishment for the Trust Fund for Gaza and West Bank 2. The Executive Directors discussed the Request for Replenishment of the Trust Fund for Gaza and West Bank, President’s Memorandum and Recommendation ((R2014-0080[IDA/R2014-0138]; /1, dated May 1, 2014), and recommended that the Board of Governors authorize a transfer from IBRD surplus of the amount of US$55 million to the Trust Fund on the terms and conditions set out in the President’s Memorandum. Adjournment 3. The meeting adjourned at 3:06 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. -4 - FROM: The Corporate Secretary Minutes of Joint Meeting of the Executive Directors of the Bank and IDA, and the Board of Directors of IFC held in the Board Room on May 15, 2014 at 3:06 p.m. 1. There were present: CHAIRS: Sri Mulyani Indrawati, Managing Director and Jin-Yong Cai, Executive Vice President EXECUTIVE DIRECTORS, ALTERNATES, AND TEMPORARY ALTERNATES ACTING AS EXECUTIVE DIRECTORS: S. Al Issa A. Mihaylova S. Annamalai C. Milambo L.K. Atheeq V. Misyukvets G. Balcytyte A. Qureshi M. Ehui R. Raineri S. El Ouazzani W. Rissmann J. Frieden C. Roberts A. Hernandez A. Smith R. Ito P. Snisorenko R. Kutzley M. Tattersall A. Lourenco C. Tortola Sebastian V. Massenet F. Yang F. Mercusa OFFICERS AND STAFF PARTICIPATING: E. Tafara, Vice President and General Counsel S. Boubacar, Chief Counsel A. Gibbs, Acting Corporate Secretary A. Nishio, Acting Vice President S. Devieux, Director * K. Kelhofer, Country Manager J. Tang, Lead Energy Specialist A. van Hoeck, Principal Investment Officer * 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. -5 - Nepal - Kabeli-A Hydroelectric Project 2. The Executive Directors considered the President’s Memorandum and Recommendation ((IDA/R2014-0135[IFC/R2014-0105]), dated April 25, 2014) and approved, on a conditional basis, a credit in the amount of SDR 26.1 million (US$40.0 million equivalent) and a grant in the amount of SDR 4 million (US$6.0 million equivalent) for the Nepal Kabeli-A Hydroelectric Project in Nepal on the terms and conditions set out in the President’s Memorandum. The Board of Directors of IFC approved an IFC loan consisting of an “A” loan in the amount of up to US$19.3 million from its own account, and a Canada Climate Change Program (IFC-CCCP) senior loan in the amount of up to US$19.3 million with IFC acting as the implementing entity of the IFC-CCCP to the private company Kabeli Energy Limited of Nepal, on the terms and conditions set out in the Memorandum and Recommendation of the President and adopted the following resolution: RESOLUTION NO. IFC 2014-0020 RESOLVED: (A) THAT the Corporation be authorized to conclude the transactions outlined in paragraph 42 of the report substantially on the terms therein set forth; and (B) THAT the President, Executive Vice President, a Vice President, a Department Director, the General Counsel or a Deputy General Counsel, or any staff member of the Corporation authorized by any one of them, enter in the name and on behalf of the Corporation, into an agreement or agreements providing for such transactions and containing such other terms and conditions as he or she, by the execution thereof, shall approve. Ms. Aviel wished to be recorded as abstaining. Adjournment 3. The meeting adjourned at 4:11 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. -6 - 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 14, 2014 and May 15, 2014: THE EXECUTIVE DIRECTORS OF THE BANK AND IDA: Djibouti – Credit – Second Urban Poverty Reduction Project 1. The Executive Directors recorded their approval on May 14, 2014 of the credit to Djibouti for a Second Urban Poverty Reduction Project in the amount of SDR 3.7 million (US$5.6 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0136, dated April 25, 2014). Albania – Loan – Financial Sector Modernization Development Policy Loan 2. The Executive Directors recorded their approval on May 15, 2014 of the loan to Albania for a Financial Sector Modernization Project in the amount of EUR 72.6 million (US$100 million equivalent) on the terms and conditions set out in the President’s Memorandum (R2014-0069, dated April 24, 2014). China – Loan - Yunnan Honghe Prefecture Diannan Center Urban Transport Project 3. The Executive Directors recorded their approval on May 15, 2014 of the loan to China for a Yunnan Honghe Prefecture Diannan Center Urban Transport Project in the amount of US$150 million on the terms and conditions set out in the President’s Memorandum (R2014-0078, dated April 28, 2014). Ms. Aviel wished to be recorded as abstaining. China – Loan – Jiaozuo Green Transport and Safety Improvement Project 4. The Executive Directors recorded their approval on May 15, 2014 of the loan to China for a Jiaozuo Green Transport and Safety Improvement Project in the amount of US$100 million on the terms and conditions set out in the President’s Memorandum (R2014-0079, dated April 28, 2014). Ms. Aviel wished to be recorded as abstaining. Bolivia – Credit – Improving Employability and Labor Income of Youth Project 5. The Executive Directors recorded their approval on May 15, 2014 of the credit to Bolivia for an Improving Employability and Labor Income of Youth Project in the amount of SDR 13 million (US$20 million equivalent) on the terms and conditions set out in the President’s Memorandum (IDA/R2014-0140, dated April 28, 2014). 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. -7 - THE BOARD OF DIRECTORS OF IFC: Eastern Europe Region – Investment in VMCEE 6. The Board of Directors authorized on May 14, 2014 an investment in the Eastern Europe Region – VMCEE (IFC/R2014-0121, dated May 2, 2014) in the form of equity investment of up to EUR 10 million (US$13.7 million equivalent). Mmes. Aviel and Santala wished to be recorded as abstaining. Cambodia – Investment in Amret Company Limited 7. The Board of Directors authorized on May 14, 2014 an investment in Cambodia- Amret Company Limited (IFC/R2014-0132, dated May 2, 2014) in the form of (i) a secondary equity purchase of up to US$17.5 million to acquire up to a 19.99 percent stake; and (ii) an IFC A loan of up to US$10 million. Ms. Santala wished to be recorded as abstaining. MENA Region – Investment in EuroMena III, L.P. 8. The Board of Directors authorized on May 14, 2014 an investment in MENA Region – EuroMena III, L.P. (IFC/R2014-0129, dated May 2, 2014) in the form of equity investment of up to US$15 million. Ms. Santala wished to be recorded as abstaining. THE BOARD OF DIRECTORS OF MIGA: Egypt – Guarantee to Deutsche Investitions – und Entwicklungsgesellschaft mbH 9. The Board of Directors recorded its authorization on May 15, 2014 for the President to proceed with issuance of the guarantee to Deutsche Investitions for its equity investment in Egyptian Refining Company (Takrir) S.A.E. as set out in the Report from the President entitled Arab Republic of Egypt – und Entwicklungsgesellschaft mbH (MIGA/R2014-0027, dated May 5, 2014). THE EXECUTIVE DIRECTORS OF THE BANK AND IDA, THE BOARD OF DIRECTORS OF IFC: Minutes of Previous Meetings 10. The Executive Directors of the Bank and IDA, and the Board of Directors of IFC, recorded their approval on May 14, 2014 of the Minutes of the meeting held on May 6, 2014 and of the Record of approvals or authorizations between May 2, 2014 through May 6, 2014 (M2014-0020, [IDA/M2014-0020, IFC/M2014-0020], dated May 8, 2014). 11. The Executive Directors of the Bank and IDA, and the Board of Directors of IFC and MIGA, recorded their approval of May 15, 2014 of the Minutes of the meeting held on May 1, 2014 and of the Record of approvals or authorizations between April 30, 2014 through May 1, 2014 (M2014-0018; IDA/R2014-0018; IFC/R2014-0018; MIGA/R2014-0013, dated May 8, 2014). 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.