The proposed project will be carried out through the IFC Capitalization (Equity) Fund L.P. and the IFC Capitalization (Subordinated Debt) Fund L.P (collectively, the “Fund”), unless the project is rejected by the Fund’s Investment Committee, in which case IFC may proceed with it on its own. The proposed project consists of two facilities to Ecobank Transnational Incorporated (“ETI” or the “Group”) or to selected subsidiaries of ETI totaling up to $137.2 million: (i) an up to 10-year (with up to 2 years grace) subordinated convertible loan of up to $58.8 million through the IFC Capitalization (Equity) Fund L.P., and (ii) an up to 10-year (with up to 2 years grace) subordinated non-convertible loan of up to $78.4 million through the IFC Capitalization (Subordinated Debt) Fund L.P. The purpose of the proposed project is to strengthen the Group’s capital base by providing it with subordinated loans having the characteristics of Tier II capital. If the investment is at the level of the holding company, IFC will require that the funds be invested in up to 17 ETI subsidiaries that meet the eligibility criteria of the Fund. IFC, on its own account, is also supporting the capital base of Ecobank Kenya Limited (“EBK”) and Ecobank Liberia Limited (“EBL”) by investing directly in both subsidiaries as follows: an up to 8-year (with up to 5 years grace) subordinated convertible loan, having Tier 2 characteristics, of up to US$12.5 million to EBK; and an up to 8-year (with up to 5 years grace) subordinated loan, having Tier 2 characteristics, of up to US$3.0 million to EBL.