MILLENNIUM

CHALLENGE CORPORATION
UNITED STATES OF AMERICA
October 18, 2019

Honorable Minister Ken Ofori-Atta

Government of Ghana
Ministry of Finance
Finance Drive
Accra, Ghana

Re: Principles and Action Steps to Move Forward on the Ghana Power Compact

Dear Honorable Minister Ofori-Atta:

This letter follows from bilateral discussions between the Government of Ghana ("Government" or "GoG")
and the Millennium Challenge Corporation ("MCC') held in New York, New York from September 22-24,
2019 and in Washington, DC from October 15-18, 2019. During those discussions, the GoG and MCC teams
agreed on principles and action steps to arrive at a mutually agreeable solution to the current challenges facing
the Private Sector Participation in the Electricity Company of Ghana Limited ("ECG") ("ECG PSP" or
"Transaction"), which is an Activity under the ECG Financial and Operational Turnaround Project of the
Ghana Power Compact ("Compact"), dated August 5, 2014 between the Republic of Ghana and the United
States of America, acting through MCC.

This letter sets forth (i) a summary of the principal terms pursuant to which the Government will reinstate the
concession rights of Power Distribution Services Ghana Limited ("PDS"), as contemplated under the
agreements governing the ECG PSP as in effect on the date hereof (namely, the Lease and Assignment
Agreement ("LAA"), Bulk Supply Agreement ("BSA"), and Government Support Agreement ("GSA," and,
together with the LAA and BSA, collectively, the "Transaction Agreements")) ("Concession Restoration")
and (ii) the general principles the Government will follow in carrying out the Concession Restoration and
facilitating a restructuring of the equity interests of PDS (the "Restructuring"). The terms used herein are
defined in either the Compact or in the Transaction Agreements.

General Principles
The Government and MCC reiterate their commitment to the Compact and the ECG PSP. The Government
also considers it necessary to strengthen significantly the equity participation capacity of Ghanaian investors
in line with the principle of majority Ghanaian ownership. In addition, the Government acknowledges that
time is of the essence and thus commits to effectuate the Concession Restoration and Restructuring in
accordance with the following principles to allow for sufficient time to enable completion, by the Compact
End Date, of the infrastructure works and IT project implementations which are planned to be funded with the
Compact Tranche II Funding:

• Maintain the framework and the terms and conditions of the existing Transaction Agreements, unless
otherwise agreed to by all parties.
• Ensure at least the same level of investment commitment in the distribution sector as was committed
to in the existing Shareholders Agreementl.

Approximately US$580.96 million over a five-year period.

 • Maintain Meralco2 in its current roles of Financial Lead Shareholder, Operation Lead Shareholder, and
Developing Country Lead Shareholder.
• Facilitate the equity participation of potential Ghanaian institutional investors3 in the Transaction in a
fair and transparent manner, while honoring the rights of the existing shareholders, the Local
Ownership Requirements and the Transfer Restrictions of the GSA.

Action Items
The Government agrees to complete the following actions by the applicable date specified below, and, upon
receiving evidence satisfactory to it of such completion, MCC agrees to take the stipulated corresponding
action.

GoG Milestone Deadline Corresponding MCC Action

1. Formally announce the reinstatement 1. Release to MIDA the Tranche II
of PDS' concession rights under the Funding and permit such funding to be
Transaction Agreements. committed to approved contracts
2. Lift the suspension of the LAA, BSA, October 30, under the Compact Multi-Year
and GSA. 2019 Financial Plan.
3. Cause the Energy Commission to lift 2. Authorize the resumption of activities
the suspension of PDS' Retail Supply toward development of a regional
license, compact involving Ghana.

Other Matters
The Government of Ghana commits to work expeditiously with the relevant parties to complete the resolution
or waiver of the remaining Conditions Subsequent to the LAA to the mutual satisfaction of all.

Sincerely,

MILLENNIUM CHALLENGE CORPORATION

By:
Name: Kyeh Ki
Title: Principal Deputy Vice President, Department of Compact Operations

Acknowledged and Agreed as of the date first written above:

MINISTRY OF FINANCE,
ON BEHALF OF THE GOVERNMENT OF THE REPUBLIC OF GHANA

By:
Name: Ken Ofori-Atta
Title: Honorable Minister of Finance

Meralco decided to participate in the PDS consortium, which was incorporated on 29th June, 2018, through Meridian Power
Ventures Limited, a company registered in Hong Kong, which Meralco owns 100%.
3 Potential local institutional shareholders include entities such as the Ghana Infrastructure & Investment Fund ("GIIF"), the

Social Security & National Insurance Trust ("SSN/T")and Ghanaian Pension Funds, as an interim step with a longer term view
towards effecting broad-based local participation, through an Initial Public Offering ("IPO") and Employee Stock Ownership
Plan ("ESOP") post-Restructuring and when market conditions permit.