DOCUMENT OF THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT MINUTES OF THE BOARD MEETING OF 24 JULY 2007 Meeting of the Board of Directors – 24 July 2007 List of Attendance Chairman President First Vice President Varel Freeman Acting Secretary General Horst Reichenbach General Counsel Emmanuel Maurice Directors Alternate Directors László Andor Pavel Štěpánek Terence Brown Walter Cernoia Anne Counihan Ib Katznelson João Cravinho Stefanos Vavalidis Alain de Cointet Francis Mougenez Sven Hegelund Baldur Pétursson Ole Hovland Jari Gustafsson André Juneau Michelle Kaminski (TAD) Byung-Il Kim Peter Reith Elena Kotova Vassili Lelakis Carole Garnier Kazimierz Marcinkiewicz Kalin Mitrev Kazuya Murakami Hiroyuki Kubota Michael Neumayr Hedva Ber Igor Podoliev Virginia Gheorghiu Enzo Quattrociocche Ugo Astuto Gonzalo Ramos David Martinez Hornillos Jonathan Ockenden Manuel Sager Joachim Schwarzer Jean-Louis Six Irena Sodin Mark Sullivan Jan Willem van den Wall Bake Hans Sprokkreeff Secretariat Nigel Carter Paul Martin Colm Lincoln Nikola Milushev Staff Brigita Schmögnerová Axel van Nederveen Tatiana Moiseeva Henrik Lannero Zulfira Akhmedova Alexander Auboeck Zsuzsa Hargitai Alexander Pavlov Olivier Descamps Michelle Senecal de Fonseca Chikako Kuno Kurt Geiger Janis Feldmanis Jana Sivcova Alain Pilloux Thomas Maier Bayan Kozbakova Peter Reiniger Francois Gaudet Leonie See Svetlana Radchenko Marie-Alexandra Veilleux Fredrik Korfker Susan Goeransson Oksana Pak Witek Szpak Eric Rasmussen Sabina Dziurman Duncan Senior Andrew Ostaszewski Tatyana Yemboulaeeva Milton Stefani Gilles Mettetal Karl von Klitzing Miljan Zdrale Alex Tanase Lyudmyla Lishchenyuk Terry McCallion Henrik Lannero Michalis Kiourktzoglou Vera Wagner Yelena Tonna 1. Opening of the Meeting and adoption of the Agenda • The agenda was approved. • The Acting Secretary General reported that the following items had been approved on a no-objection basis: - An equity investment of up to EUR 2.5 million in MKB Unionbank, a commercial Bank incorporated in Bulgaria, had been approved on 18 July 2007, as part of pro-rata capital increases planned for 2007-2009. The proposed series of investments will allow the Bank to retain its stake in the company. - An equity increase of up to EUR 6 million in ProCredit Bank Bulgaria, together with an equity increase EUR 5.8 million in ProCredit Bank Serbia, as part of capital increases planned for 2007-2008, had been approved on 20 July 2007. The operations will enable the companies to continue to expand their lending to micro-enterprises and MSMEs in Bulgaria and, in the case of ProCredit Serbia, to comply with capital adequacy requirements following recent changes to the loan provisioning requirements of the National Bank of Serbia. 2. Minutes of the Board Meeting of 10 July 2007 • The revised Minutes of the Board Meeting of 10 July 2007 were approved. 3. Treasury and Treasury Risk Management Authority - Report by the Chairman of the Financial and Operations Policies Committee • The Board approved the Treasury and Treasury Risk Management Authority. 4. Annual Evaluation Overview Report for 2007 and Management Comments - Report of the Chairman of the Audit Committee • The Board approved the Annual Evaluation Overview Report for 2007. 5. Hungary: Hospinvest Report by the Chairman of the Financial and Operations Policies Committee • The Board approved an equity investment of not more than EUR 6 million in Hospinvest. The investment will assist in the reform of the public hospital network in Hungary by supporting the company’s bid for management of additional public hospitals and hospital pharmacies and to implement a restructuring and modernisation programme at these healthcare institutions. 6. Ukraine: Oisiw • The Board approved an equity investment of EUR 22.3 million in Braeside, a co-investment vehicle investing alongside SBF IV in Oisiw Limited. • The funding will enable Oisiw to acquire and consolidate regional cable operators in Ukraine as well as build out and improve the telecom networks acquired to provide improved cable and broadband capability. 7. Regional: Veolia Voda Equity Investment • The Board approved an equity investment of up to EUR 105 million in Veolia Voda SA. The transaction will expand private sector participation in the water utility sector enabling Veolia Water to build on existing operations in Central and Eastern Europe and expand its operation east into new markets. 8. Regional: E Energija Energy Efficiency Project Report by the Chairman of the Financial and Operations Policies Committee • The Board approved an equity investment of up to LTL 17.5 million (Lithuanian Litas) (EUR 5.1 million equivalent) in the share capital of E Energija and a EUR 15 million long term loan to be provided in two tranches, which will be used to finance the Company’s expansion as well as additional energy related investments under its existing concession agreements in Lithuania, Latvia and Ukraine. 9. Georgia: Georgian Financial Sector Framework • The Board approved USD 75 million for the Georgian Financial Sector Framework. The Facility will be used to provide finance to banks and non- bank financial intermediaries. 10. Ukraine: Prosto Finance • The Board approved a loan of up to USD 30 million to enable Prosto Finance to further develop consumer lending in Ukraine and support the development of credit bureaux in the country. 11. Ukraine: International Mortgage Bank • The Board approved a three-year loan of up to USD 20 million to support the company’s rapidly growing consumer finance operations. 12. Serbia: Privredna Banka • The Board approved a loan of up to EUR 10 million to Privredna Banka. The loan will be used to on-lend to individuals for residential mortgage loans in Serbia. 13. Regional: Caucasus Energy Efficiency Programme (CEEP) • The Board approved a framework of up to USD 60 million to provide loans to participating banks in Georgia, Armenia and Azerbaijan for financing energy efficiency and renewable energy investments. • The framework is supported by donor funds to provide technical assistance to participating banks and sub-borrowers for the preparation and implementation of investments. 14. Russian Federation: Center-Invest Bank Mortgage Finance, Energy Efficiency and SME Loan Facility • The Board approved a syndicated loan in the total amount of RUB 1 billion (not exceeding USD40 million or EUR 29.6 million) comprising an “A Loan” portion of RUB 500 million for the Bank’s account and a “B Loan” portion of RUB 500 million will be syndicated to FMO. The loan will be used to support the company’s financing of residential mortgages and lending to regional small and medium enterprises and individuals as well as for energy efficiency related projects in the South of Russia. 15. Russian Federation: Bank Kedr – SME Loan • The Board approved an SME term loan of up to RUB 400 million (EUR 11.5 million equivalent) to enable the company to grow by providing term financing to SMEs in Krasnoyarsk and other regions. 16. Russian Federation: Bank Kazansky SME Term Loan • The Board approved a loan of RUB 260 million (EUR 7.4 million equivalent) to Bank Kazansky. The loan would be used to support the company’s lending to local small and medium enterprises. 17. Ukraine: MegaBank – MSME Senior Loan • The Board approved a senior loan of up to USD 20 million to support the development of MegaBank’s regional MSME lending operations. 18. Ukraine: SEB Ukraine Equity Framework • The Board approved the and acquisition of 9.95% voting stake in SEB Ukraine, a subsidiary of SEB, incorporated in Ukraine, for up to EUR 10 million. • Further, the Board approved up to an additional EUR 20 million for the acquisition of 2 separate banks under the framework, which are to be acquired by SEB Group in the short to medium term. EBRD will acquire up to 10% in each of these banks and will have up to 10% in the final consolidated Ukrainian subsidiary of SEB • These operations will support development of consolidation in the Ukrainian banking sector. 19. Republic of Slovenia: Nova Ljubljanska Banka d.d. (‘NLB’) • The Board approved the Bank’s participation in an increase in the capital of Nova Ljubljanska Banka d.d. for the total amount of EUR 5 million. The capital increase will support the bank’s merger with three regional Slovenian banks, as well as the consolidation of Nova Ljubljanska Banka Group and the acquisition of other subsidiaries. 20. Republic of Moldova: Banca Sociala - Credit Lines for SMEs (II) • The Board approved a loan of EUR 5 million to Banca Sociala. The loan would be used to support the expansion of the company’s lending to private SMEs in Moldova. 21. Belarus: Microfinance Bank of Belarus “MFBB” • The Board approved a founding equity investment of EUR 2.45 million (including EUR 1.050 million for warehousing the shares for a co- shareholder) representing up to 35% of the MFBB and voting rights in the first round of capital investment. The aggregate EBRD investment will be up to EUR 3.5 million (including EUR 1.05 million for warehousing the shares for a co-shareholder) after the 1st and 2nd round of capital increase. The Board also P P P P approved a senior loan of EUR 10 million to support lending to micro and small enterprises. 22. Russian Federation: General Motors Assembly Plant • The Board approved a loan of USD 150 million (EUR 115 million equivalent) to LLC General Motors Auto comprising an “A Loan” portion of up to USD 30 million (EURO 23m) for the Bank’s own account and a “B Loan” portion of up to USD 120 million (EURO 92m). The loan will be used to finance the construction and operation of a greenfield vehicle assembly facility in St. Petersburg. 23. Russian Federation: VYSO • The Board approved an equity investment and a loan in the total amount of up to USD 12 million to finance investments in equipment for corrosion protection and fireproofing of oil and gas platforms, development of new corrosion-protection services, upgrade of the training centre and regional expansion of the company. 24. Serbia: Nectar • The Board approved a loan of Euro 10 million to Nectar. The loan will be used to support Nectar’s operations and further expansion, by means of the development of its direct distribution network, strengthening its marketing activities, and refinancing existing loans. 25. Regional: Soufflet Malt Romania (Soufflet MPF Increase – 3rd sub- P P project) • The Board approved a loan of EUR 20 million which will enable Soufflet Malt Romania to expand its local malt production in Romania via construction of a green-field malt plant, providing a high quality local raw material source to the brewing industry in Romania. 26. Regional: Heitman Russia & Ukraine Property Partners • The Board approved an equity investment of the lesser of USD 45 million (EUR 33.7 million equivalent) and 30% of the total capital of Heitman Russia and Ukraine Property Partners, a real estate fund sponsored by Heitman Ltd. • The operation will mobilise private sector funds to enable the Fund to make equity investments in the real estate sector in Russia and Ukraine, with the objective of achieving long term capital growth with a focus on development projects. 27. Other Business • The Board approved the appointment of Chairs, Vice Chairs and Members of Board Committees for a term of one year starting in September 2007.
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