Tekst ugovora / prilog
Schedule A
Technical Description
A.1 Purpose, Location
The operation is a framework loan to finance promoter’s key green investments for the period 2024-2030 with a view to increase ultimately the national share of renewables to the target set by 2030. The sub-projects will be located on Republic of Serbia’s territory.
Description
The Project tentatively consists of i) the rehabilitation of 239 MW power units in three hydropower plants (Bistrica HPP, Potpec HPP and Djerdap 2 HPP) which are totalling 428 MW, ii) the construction of a new 13 MW unit at Potpec HPP, iii) several greenfield renewables of which more than 120 MW solar plants and iv) the rehabilitation of 129 MW Vlasinske hydropower cascade. The Project envisages a technical assistance component in the field of water-energy management of Lim-Uvac rivers, preparation and environmental impact assessment of the future Bistrica Pump Storage Plant that would be financed separately from the present operation.
These and other components (schemes) under Framework loan eligible for the Bank’s part financing:
• Shall consist of coherent and clearly defined capital investments needed for the realisation of a scheme, comprising all elements of a permanent nature (whether tangible or intangible) that are necessary for the sustainable production of goods or services that the scheme is designed to deliver (purely financial transactions are not eligible),
• Shall not include new generation with lifecycle emissions above 100 g CO2e/kWh,
• Shall demonstrate maturity and completeness of the requested supporting documentation,
• Shall demonstrate an economic rate of return ERR greater than or equal to 12% to Bank’s satisfaction for all allocations except for tentative list (Bistrica, Potpec and Djerdap 2 HPPs as sufficient ERR for these has already been confirmed),
• Shall guarantee that EIB financing does not exceed 50% of the total cost at portfolio (FL) level at the end of the allocation period. The project investment cost includes (non-exhaustive list) studies and engineering, civil works, equipment and installation, technical and price contingencies,
• Shall comply, in terms of the implementation period, with the Calendar,
• Shall be procured in accordance with the EIB Guide to Procurement,
• Must comply with the following minimum requirements with respect to environmental legislation and information access:
- Shall be carried out in accordance with the basic principles of EIA Directive 2014/52/EU amending EIA Directive 2011/92/EU and Water Framework Directive as amended (2000/60/EC), where appropriate, and best international practice. Specific attention should be given to integrating the impacts on human rights, biodiversity, climate change, cultural heritage, and disaster risks as provided by the below mentioned international treaties on those subjects, namely: • The Convention on Biological Diversity of 1992 (CBD) and the Convention on the Conservation of Migratory Species of Wild Animals, 1979 (Bonn Convention or CMS);
• The Convention on International Trade in Endangered Species of Wild Flora and Fauna, 1975 (CITES) is especially relevant as far as the assessment of the supply chain and indirect impacts on human activities are concerned.
• The Convention on Wetlands of International Importance especially as Waterfowl Habitat, 1971 (Ramsar Convention) and the Convention Concerning the Protection of World Cultural and Natural Heritage, 1972 (UNESCO World Heritage Convention) are especially relevant as far as the characterisation of the site is concerned.
• Shall satisfy the principles and standards of the Bank’s Environmental and Social Handbook,
• Shall comply with the EIB Environmental, Climate and Social Guidelines on Hydropower Development,
• For each scheme, if applicable, the Promoter shall collect and publish the Environmental and Social Impact Assessment (ESIA), Resettlement Action Plan (RAP), Resettlement Policy Framework (RPF), retain on file a copy of the ESIA and provide a digital copy to the Bank, and confirm that the scheme incorporates all mitigating measures recommended because of the ESIA to ensure compliance with the EIB's Public Disclosure Policy,
• In addition to what is required by national legislation, the Promoter shall perform environmental and social due diligence for each allocation prior to submitting the allocation request to the EIB to ensure that potential risks and appropriate prevention, mitigation and compensation measures are identified through an environmental and social impact screening/assessment, when relevant, including satisfactory and meaningful public consultation and participation,
• Schemes with significant negative impacts on areas with a high biodiversity value, nature conservation areas, including bird or fish migration routes shall not be eligible. Further, if a scheme has the potential to affect a nature conservation site, the Promoter shall obtain written confirmation from the competent authority, or an equivalent environmental assessment satisfactory to the Bank that the scheme does not have a significant negative impact on any site of nature conservation,
• Schemes (i) with significant negative social impacts or (ii) requiring physical resettlement and/or (iii) with impact on indigenous people shall not be eligible,
• Scheme implementation accompanied by a programme of environmental and social mitigation measures, if applicable, shall be monitored by the Promoter.
Tentative list
The tentative list (for the purposes of Article 6.6 of this Contract) consists of Bistrica HPP, Potpec HPP and Djerdap 2 HPP.
CCRA for the cascades
For the implementation of a climate change risk assessment (CCRA) following International Hydropower Association Climate Resilience Guide (May 2019 or later), the cascades (mentioned in paragraph (l) of Article 6.6 of this Contract) mean the cascades of HPP Djerdap I and II (in case the Djerdap 2 HPP would be financed by this Credit) and Limske cascade (in case Bistrica and Potpec HPPs would be financed by this Credit).
Calendar
The Project shall be implemented within the period 2024-2030.
Eligibility
List of eligible costs and implementation modalities for investments in green projects
Capital investments to green projects for the period 2024-2030 including rehabilitation of the existing HPPs, construction of new power units in HPPs, construction of greenfield solar and wind power plants and technical assistance in the filed of water-energy management. Other components are subject to further clarification during the framework allocation process.
Generally excluded sectors:
(a)
Manufacture and distribution of weapons and ammunition, arms and military equipment;
(b)
Manufacture and distribution of tobacco or alcohol products;
(c)
Waste incineration (including RDF) and processing of hazardous waste;
(d)
Gambling and betting activities;
(e)
Detention facilities e.g. prisons, police stations, schools with custodial functions;
(f)
Sectors and activities with a strong ethical dimension considered to carry significant reputation risk.
General provisions
(a)
The Bank will generally allocate its funds only to eligible schemes which are economically, technically and financially justified and environmentally sound. All schemes must comply with EU environmental, procurement and state aid legislation as well as comply with the principles and standards of the Bank’s Environmental Policy Statement and the Bank’s Environment and Social Standards7;
(b)
The loan amount shall not exceed 50% of the total project investment cost, comprising the total amount of the accepted allocations) and 100% of the EIB eligible investment cost;
(c)
The combined EU and EIB financing shall not exceed 70% of the total PIC at the level of the Project (operation);
(d)
The following costs are not eligible for the Bank: recoverable VAT and other taxes and duties, maintenance, repairs and other operating costs. Purely financial transactions are also not eligible;
(e)
The Bank does not finance works under "routine maintenance" or repairs unless differently specified under A.1.4 Eligibility. The term "routine maintenance" means localised repairs, small annual interventions, in the budget this type of financing is normally by means of an annual expenditure; the Bank cannot finance these works;
(f)
The eligibility for EIB financing will be checked by the Bank at allocation stage against the above list and chapter A.1.4 Eligibility as well as against the Bank’s standard eligibility criteria; and
(g)
The Bank reserves the right to review allocation procedures in view of the development of the Project.
7 The EIB Group Environmental and Social Policy and European Investment Bank Environmental and Social Standards (eib.org)
A.1.2 Allocation procedure
The Bank’s Loan will be allocated to the following eligible Sub-Project(s) in the investment programme, satisfying the sectors listed in the Technical Description with procedures commensurate with the Sub-Project size and in line with applicable procedures under this Contract:
(a)
Eligible Sub-Project(s) with an investment cost below EUR 5 m are selected by the Borrower (acting through the MoME) and the Promoter. The choices are subject to confirmation of eligibility by the Bank’s services after disbursement to the schemes concerned. The Borrower (acting through the MoME), together with the Promoter shall submit an allocation request in a form required by the Bank.
(b)
Eligible Sub-Project(s) with a cost between EUR 5 m and EUR 50 m are submitted to the Bank for approval before allocating Bank funds to the Sub-Project(s), using a template as defined in A.1.1.8. The Bank retains the right to ask for additional information; partial or in-depth appraisal of the Sub-Project will be undertaken, if judged necessary. Appraisal of such schemes may result in additional conditions and/or undertakings that will be stated in the Allocation Letter. Should the Borrower (acting through the MoME) and the Promoter not accept these conditions/undertakings it should inform the Bank in writing within 10 days from the receipt of the Allocation Letter and the Bank will proceed with reallocation.
(c)
Eligible Sub-Project(s) with a cost above EUR 50 m are to be treated, in principle, as separate loans and appraised separately by the Bank’s services. Schemes will be subject to approval before allocation of the loan’s funds to the scheme. The Borrower (acting through the MoME) and the Promoter shall provide documentation requested by the Bank, at its discretion, as individually indicated by the Bank to the Promoter. Appraisal of such schemes may result in additional conditions and/or undertakings that will be stated in the Allocation Letter. Should the Borrower (acting through the MoME) and the Promoter not accept these conditions/undertakings it should inform the Bank in writing within 10 days from the receipt of the Allocation Letter and the Bank will proceed with reallocation.
A.1.3 Summary allocation and monitoring
| Number of Operation | |||
| Name of Operation | Issuer (Contact Person) | ||
| Contract number |
| Progress Report corresponds to year: | |
| Progress Report date |
| Scheme identification | Commercial Arrangement | Financial Data | Implementation (DD/MM/YYYY) | MONITORING INDICATORS (OUTPUTS AND OUTCOMES) | Environmental and Social Requirements | Procurement | Employment | Undertakings (Allocation Letters or otherwise | Commen ts /Issues (Attach narrative report if necessary) . E.g. social or environme ntal issues, procureme nt, significant change in technical description , delays, costs overrun, complaints received, etc | ||||||||||||||
| Initially Planned at allocation / At Progress Report Date | Initially Planned at allocation / At Progress Report Date | Initially Planned at allocation / At Progress Report | Initially Planned at allocation / At Progress Report | ||||||||||||||||||||
| Allocati on request number | Scheme number | Scheme Name | Brief description (including location) | Technology and contractors / suppliers (1) | Merchant, PPA, auction, etc | Average revenue per MWh | Investment cost (EUR) | Non eligible costs (2) | Annua l O&M costs (EUR) | EIB funds allocated to the project (EUR) | Others sources (EUR) (3) | Start of Works | Commercial operation Date | Installed capacity (4) | Energy generation (GWh/year ) for Year 1 (5)) | ESIA (6) | Nature conserv ation/cri tical habitats (7) | Type of tender (thresholds) (8) | Employme nt during constructio n (persons- years) | Permanent Employme nt FTE | Descrip tion | Status (suppor ting docum ents to be attache d) | |
(1) Include the main contractor(s) and equipment suppliers (e.g. for solar PV: EPC/BoP contractor, PV modules supplier, inverters supplier, structure supplier, etc; for hydro: type of turbine, supplier, BoP contractor, etc.).
(2) Non-Eligible costs: land costs, taxes, interests during construction, development premium
(3) Indicate the other sources of funds to cover 100% of the Scheme costs, including any other sources of European Community financing or subsidies, funds originating from EIB through other channels (e.g. intermediated financing, direct project finance at scheme or pool of schemes level, etc.), etc
(4) For hydro: MWac installed and MWac at the Point of Injection into the grid. For Solar PV: MWp installed, MWac at inverters output, MWac at the Point of Injection into the grid.
(5) For energy generation, use P50 for Solar/Wind and P75 for hydro. For each year since commercial operation. Add columns if necessary.
(6) Please indicate: (A) Subject to ESIA process being under Annex I of the EU EIA Directive. Provide ESIA report(s) (Environmental Impact Studies), the Non-Technical Summary and the environmental decision. (B) Subject to ESIA process being under Annex II of the EU EIA Directive (“screened-in”) or otherwise. Provide EIA report(s) (Environmental Impact Studies), the Non-Technical Summary and the environmental decision. (C) Schemes under Annex II of the EU EIA Directive that have been screened out from the ESIA process. The Promoter shall ensure that a screening procedure taking into account the criteria listed in Annex 1a of the EIB Standard 1 was carried out based on the information listed in Annex 1b of the EIB Standard 1. Provide such decision from the competent authority, or the corresponding Promoter’s assessment, together with the related documents and studies. (D) Other – for Schemes not subject to a screening decision, indicate the threshold that is applicable to confirm that the project complies with the criteria
(7) It refers to critical habitats areas and conservation areas of international or national importance. Please indicate the distance to the closest nature conservation areas (distance + name) and indicate if it has any impact. Indicate if any critical habitats are involved. Provide appropriate assessment where applicable. For public procurement: Please indicate the tender procedure- “I” for International Tender procedure, “N” for National Open Tender, “Ne” for Negotiation procedure, “D” for Direct Attribution, “Em” for Emergency Procedure and “C” for Consultation (when only few companies are invited for offer). For private procurement: indicate the process followed
A.1.4 Aggregate allocation request and monitoring table (s) for Eligible schemes with an investment cost below EUR 5 m
| Number of Operation | |||
| Name of Operation | Issuer (Contact Person) | ||
| Contract number |
| Aggregate allocation request date |
| Scheme identification | Outputs | Commercial Arrangement | Financial Data | Implementation (DD/MM/YYYY) | Environmental and Social Requirements | Employ ment | Comments / Issues (Attach narrative report if necessary). E.g. complaints, etc | ||||||||||||||
| Allocation Reference number | Scheme number | Scheme Name | Brief description (including location) | Technology and contractors / suppliers (1) | Allocation status (2) | Energy generation (GWh/year) for Year 1 (4) | Energy generation (GWh/year) – average over 20 years (4) | Merchant, PPAs, auction, etc | Type of tenders (threshold s) (5) | Investme nt cost (EUR) | Non eligible costs (6) | Annual O&M costs (EUR) | EIB funds (to be) allocated to the project (EUR) | Others sources (EUR) (7) | Sta rt of Wo rks | Com merci al operat ion Date | EIA (8) | Nature Conserv ation (Natura 2000) (9) | Employmen t during constructio n (persons- years) | Per ma nen t Em plo ym ent FT E | |
(1) Include the main contractor(s) and equipment suppliers (e.g. for solar PV: EPC/BoP contractor, PV modules supplier, inverters supplier, structure supplier, etc; for hydro: turbine type & supplier, BoP contractor, etc).
(2) E.g: new request, under process (and include allocation request date), allocation rejected (and include date of notification by the Bank), allocation cancelled (and include date of cancellation), allocation approved (and include date of the Allocation Letter), etc
(3) For hydro: MWac installed and MWac at the Point of Injection into the grid. For Solar PV: MWp installed, MWac at inverters output, MWac at the Point of Injection into the grid.
(4) Based on P50 for Solar and P75 for hydro.
(5) In case of public procurement, please indicate the tender procedure- “I” for International Tender procedure, “N” for National Open Tender, “Ne” for Negotiation procedure, “D” for Direct Attribution, “Em” for Emergency Procedure and “C” for Consultation (when only few companies are invited for offer). For private procurement: indicate the type of process followed
(6) Non-Eligible costs: land costs, taxes, interests during construction, development premium
(7) Indicate the other sources of funds to cover 100% of the scheme costs, including any other sources of European Community financing or subsidies, funds originating from EIB through other channels (e.g. intermediated financing, direct project finance at scheme or pool of schemes level, etc), etc
(8) Please indicate: (A) Subject to ESIA process being under Annex I of the EU EIA Directive. Provide ESIA report(s) (Environmental Impact Studies), the Non-Technical Summary and the environmental decision. (B) Subject to ESIA process being under Annex II of the EU EIA Directive (“screened-in”) or otherwise. Provide EIA report(s) (Environmental Impact Studies), the Non-Technical Summary and the environmental decision. (C) Schemes under Annex II of the EU EIA Directive that have been screened out from the ESIA process. The Promoter shall ensure that a screening procedure taking into account the criteria listed in Annex 1a of the EIB Standard 1 was carried out based on the information listed in Annex 1b of the EIB Standard 1. Provide such decision from the competent authority, or the corresponding Promoter’s assessment, together with the related documents and studies. (D) Other – for Schemes not subject to a screening decision, indicate the threshold that is applicable to confirm that the project complies with the criteria
(9) It refers to critical habitats areas and conservation areas of international or national importance. Please indicate the distance to the closest nature conservation areas (distance + name) and indicate if it has any impact. Indicate if any critical habitats are involved. Provide appropriate assessment where applicable.
A.1.5 PROJECT INFORMATION TO BE SENT TO THE BANK AND METHOD OF
TRANSMISSION
1. Dispatch of information: designation of the person responsible The information below has to be sent to the Bank under the responsibility of:
| Financial Contact | Technical Contact | |
| Company | ||
| Contact person | ||
| Title | ||
| Function / Department financial and technical | ||
| Address | ||
| Phone | ||
| Fax | ||
The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.
The Promoter shall inform the EIB immediately in case of any change.
2. Information on specific subjects
N/A
3. Information on the project’s implementation
The Promoter shall deliver to the Bank the following information on project progress during implementation at the latest by the deadline indicated below.
| Document / information | Deadline | Frequency of reporting |
| Project Progress Report -PPR External monitoring and reporting to lenders with: - A brief update on the Technical Description, explaining the reasons for significant changes vs. initial scope; - Update on the date of completion of each of the main project’s components, explaining reasons for any possible delay; - Update on the cost of the project, explaining reasons for any possible cost variations vs. initial budgeted cost; - A description of any major issue with impact on the environment and/or social impact; - Update of the procurement plan; - Update on the project’s demand or usage and comments; - Any significant issue that has occurred and any significant risk that may affect the project’s operation; - Any legal action concerning the project that may be on-going; - Non-confidential project-related pictures, if available; - Any update in the Promoter or Head of Group’s decarbonisation plan (including targets) or climate resilience plan since contract signature; - Update on the performance of the Promoter against its current decarbonisation targets; - Environmental and social Reporting; - Environmental, social occupational and health and safety performance; - Status of ESMP implementation and each ESAP action As part of the progress report please kindly provide in due course: • Status on activities to receive approval for connection of the rehabilitated hydro power plants to the transmission/distribution system. | End of first month after each period | quarterly starting from the Contract signature |
4. Information on the end of works and first year of operation
The Promoter shall deliver to the Bank the following information on project completion and initial operation at the latest by the deadline indicated below.
| Document / information | Date of delivery to the Bank |
| Project Completion Report (PCR), including: - A final Technical Description of the project as completed, explaining the reasons for any significant change compared to the Technical Description in A.1.; - The date of completion of each of the main project’s components, explaining reasons for any possible delay; - The final cost of the project, explaining reasons for any possible cost variations vs. initial budgeted cost; - Employment effects of the project: person-days required during implementation as well as permanent new jobs created; - A description of any major issue with impact on the environment or social impacts; - Update on procurement procedures and explanation of deviations from the procurement plan; - Update on the project’s demand or usage and comments; - Any significant issue that has occurred and any significant risk that may affect the project’s operation; - Any legal action concerning the project that may be on going. - Any update in the Promoter or Head of Group’s decarbonisation plan (including targets) or climate resilience plan since contract signature. - Update on the performance of the Promoter against its current decarbonisation targets. - Non-confidential project-related pictures, if available. - An update on the following Monitoring Indicators: o Annual electricity generated / sold at company and subproject level; o Power plant unavailability for each subproject; o Employment (temporary / permanent); o National savings made from import reduction of gas/export gains; o Households which could be supplied with the energy generated by the project; o Cost of electricity generated with environmental externalities for each subproject; | 31 March 2032 (15 months after project completion) |
5. Information required three years after the Project Completion Report
The Promoter shall deliver to the Bank the following information three years after the project completion report at the latest by the deadline indicated below.
| Document / information | Date of delivery to the Bank |
| o Status of the ESAP and ESMP action items o Dam Safety Audit Reports o Update on the following Monitoring Indicators. o Annual electricity generated / sold at company and subproject level; o Power plant unavailability for each subproject; o Employment (temporary / permanent); o National savings made from import reduction of gas/export gains; o Households which could be supplied with the energy generated by the project; o Cost of electricity generated with environmental externalities for each subproject; | 31 March 2035 (51 months after project completion) |
| Language of reports | English |
A.1.6 Project fiche for eligible schemes with a cost between EUR 5 m and
EUR 50 m
PROJECT FICHE (for components with total costs between EUR 5M-50M)
EPS Green Financing
2022-0716
| Scheme Name: Scheme reference number: Contact Person: Contact (e-mail, telephone): | Location: Sector: (e.g., network, solar PV; hydro) Type & technology: new project/ extension/ rehabilitation; ground-mounted (with trackers/without trackers): new project/ extension/ rehabilitation Date: Signature: |
Summary:
| Project investment cost | Start of construction | ||
| Loan allocation | Expected COD | ||
| Capacity8 | Tariff level | ||
| Annual generation9 | Land occupation (ha) | ||
| Temporary empl. (Person years) | ESIA performed? | ||
| Permanent employment (FTE) | Procurement regime |
8 For Solar PV, indicate both MWp and MWac at the Point of Injection into the grid
9 P50 for solar PV, P75 for hydro
1 Background (up to 1 page explanation)
2 Reasons for undertaking the Project and key objectives. (Please refer to the strategic plans to which project is integrated)
3 Renewable energy policy, market, and regulatory framework
Where applicable and relevant, updates on the following:
• Overview of renewable energy policy and planned renewable energy expansion.
• Country NDCs under Paris Agreement
• Historical and updated projected electricity demand (peak load in MW and demand in GWh), current and future power shortage and measures to address it. Description of emergency power supplies (capacity, costs, generation, contract duration etc.). Estimates of economic cost of power shortages (value of lost load).
• Current installed capacity, projects under implementation and future development plans. Cost of power generation from current generation and forecast generation costs. Existing and future interconnection projects with neighbouring countries, prices and quantities of electricity imports and exports.
• Existing regulatory regime and proposed changes. Description of present electricity sales tariffs and tariff adjustment mechanisms. Wholesale and retail electricity price forecasts based on relevant scenarios (cost-reflectiveness, political feasibility, evolution of generation capacities…). Quantities of electricity sold at each tariff level. Discussion of tariffs not being cost-reflective and possible measures to address these. Financial performance and credit rating of off-takers.
• Detailed description of the incentive Scheme(s) adopted for renewables electricity generation (e.g. direct agreements, grants, feed-in tariff,). Explanation and legal/regulatory grounds for the tariffs and, if there is any, the (route-to-market) PPA.
• Grid connection rights. Status of grid infrastructure required for an efficient dispatch of the plant.
• Assessment of the effect of the project on electricity supply and demand balance in the local area (reduced transmission losses, grid bottlenecks, etc.).
• Will the projects benefit from State Aid or subsidies (grants, credits, other subsidies)?
4 Technical description of the project including relevant key dimensions
and capacities
a)
Provide technical information on the Scheme including: • Installed generating capacity (MWp, MWac at inverters, MWac at point of injection into the grid), number of generating units.
• Location and maps (plant layout, substation and interconnection, etc).
• Brief technical description of the major project components, including information about the Balance of Plant (engineering, civil works including foundations, MV grid, roads…), interconnection till the national grid (voltage level of and length of interconnection line, substations, reinforcement of the transmission grid, etc).
• Details of the main components (manufacturers, tech sheets, etc.) under consideration (WTGs, PV panels, inverters, trackers, BOS, transformers, turbines, etc.).
• Risks of curtailment of the plant output for technical, network, or market causes.
b)
Resources Assessment • Information on the on-site measurement campaigns (meteorological data, sensitivity analysis, albedo for bifacial solar PV, etc).
• Energy resource assessment reports. Consultants responsible of the energy assessments (was an independent resource study carried out?). General methodology & model assumptions. Model calibration, assumed losses, energy output at P50, P75, P90 and P99 levels.
5 Entity(ies) responsible for project design, construction, and supervision
a)
Project management organisation, responsibility for Implementation (design & engineering, contracting, construction, supervision, commissioning) and for Operation & Maintenance, organisation chart and staffing details, including number and qualifications of personnel. If applicable, selection of Owner Engineer and/or other consultants to supervise and manage the project (incl. E&S aspects), including credentials.
b)
Overview of the separation of scope between the Promoter and the main contractors, indicating clearly subdivision of responsibilities among suppliers/contractors and interfaces between one contractor and the other (i.e. showing no overlapping / no gap in responsibilities): o For design and implementation (supplier, subcontractors for civil and electrical works, engineering, grid interconnection, owner engineer, social and environmental matters, etc). o for operations (O&M contractor, BoP, equipment supplier warranties, asset management, market agent, environmental and social matters, etc).
6 Investment cost and sources of funds (total, in EUR)
a)
Investment cost:
| Development costs (studies, engineering, permits, licenses and authorisations). | |
| Works supervision. | |
| Main pieces of equipment (turbines, modules, inverters, trackers, etc) – break down into multiple rows if needed. | |
| Civil works (foundations, trenches, access roads, internal roads). | |
| Balance of Plant (inverters, Electrical BoS, Structural BoS) etc. | |
| Plant substation (civil and electrical works). | |
| Interconnection to the grid (power line and connection point). | |
| Electrical/mechanical equipment (LV/MV underground power lines, switchgears). | |
| Fees (development fees, success fees, management fees, etc). | |
| Miscellaneous / other costs (please specify) | |
| Sub-total | |
| Technical contingencies (change of scope, etc). | |
| Price contingencies, if applicable (e.g. for FX, for inflation), | |
| Sub-total | |
| Land costs. | |
| Taxes. | |
| Interest during construction, if applicable. | |
| Total |
• Assumptions with regard to development costs, technical contingencies, foreign exchange rate, inflation, and interest rates. • Details of any additional costs imposed by the project if exist. • Description of inter company (or external) fees, such as management fees, success fees, development fees, purchase fees, etc. • Main planned overhaul and replacement costs (e.g. inverters, electromechanical parts, hydromechanical parts, etc).
b)
Sources of funds and financial structure of the project
| Sources of financing (in EUR) EIB loan/resources Equity Other sources (Loans, etc). |
Any EU funds?
| Total |
c)
Expected expenditure schedule (in EUR)
| year | … | … | … | n | Total |
| EUR |
7 Expected technical/ economical lifespan (years) Describe maintenance activities, economic life of assets, and major refurbishment or overhauling programmes envisaged.
8 Implementation period (dates: month, year). Start: Completion:
Provide implementation schedule.
9 Authorisation required to implement/operate the project.
Please provide the name(s) of the authority(ties) issuing the relevant permit(s) and whether or not the authorisation(s) has (have) been issued. If permits are not issued, please indicate the expected date.
10 Jobs affected by the investment.
Number of jobs that will be created, secured, or lost as a consequence of the project,
| (a) during construction (person years): | ||
| (b) post construction (operation and maintenance) FTE secured |
11 Physical indicators
Please indicate (quantify) planned physical output/result of the project.
| Indicator | Values |
| Plant capacity (MWp/MWac, MWac at the point of injection), | |
| For hydro: reservoir, head, etc. | |
| Plant availability and losses, including performance factor. | |
| Electricity production per annum (P-50, P-75, P-90 probabilities). | |
| Estimated CO emissions (avoided emissions 2 for renewable energy) [kg]. |
12 Procurement and contractual arrangements
Note: Unless decided otherwise by the Bank on case-by-case basis, all International Procurement Procedures will be subject to ex-ante monitoring in line with Annex 2 of the Guide to Procurement, including the review of the main administrative clauses of a tender or pre-qualification and tender documents. If necessary, the Bank will review and organise the publication of, the Procurement Notice in the Official Journal of the European Union (OJEU) on behalf of the Promoter. In addition, the Bank will issue “non- objections” to the pre-qualification and evaluation reports, among others.
The full description of the applicable monitoring process for International Procurement Procedures is set in Annex 2 of the Guide to Procurement.
This implies that the corresponding Allocation Request to start the Bank review of the project has to be submitted before the start of the procurement.
a)
Provide procurement Plan:
| Contracts/ lots name | Type of contract (design, design- build, supply, services) | Tender procedure | Start, end, current stage | Appropriateness of selection and award criteria | Publication (OJEU, national journal) | Contract value | Number and nationality of acceptable bidders | Company awarded (result of bid evaluation process) |
b)
Was it used a public procurement procedure for the Project’s construction and supply contracts? If so, please provide copy of publications and relevant documentation.
c)
Does the project benefit from any special or exclusive right arising from a grant made by a competent authority of the country by way of any legislative, regulatory or administrative provision?
Note: where a project benefits of special and exclusive rights as defined in the EIB Guide to Procurement10 (GtP), the Promoter shall follow public procurement procedure for procuring the works, goods, and services (i.e.
international procurement procedures – open or restricted –, with publication in the OJEU, for contracts above 5 MEUR for works and above 400k EUR for goods and services, with EIB monitoring as per Annex 2 of the GtP).
In case the project is benefitting from some rights (grid connection, land, PPA, etc) acquired through direct negotiations outside of an established regulatory framework11, and private procurement procedures are followed, detailed
10 https://www.eib.org/en/publications/guide-to-procurement
11 Those rights were not granted on the basis of objective, proportionate and non-discriminatory criteria that allow any interested part fulfilling these criteria to enjoy these rights. justification from the Promoter on why the project is not benefitting from special and exclusive rights as defined in the EIB Guide to Procurement.
Private procurement should comply with the provisions of foreseen in the paragraph 3.4.2 of the EIB Guide to Procurement (satisfy the objectives of economy and efficiency, fair and transparent procedures, selected offer must be economically the most advantageous, consultations of at least 3 qualified firms from two different countries, etc).
For all contracts financed by the Bank, contractors and suppliers have to provide the Covenant of Integrity and the E&S Covenant of the EIB Guide to Procurement.
d)
Agreements and or previous commitments that could affect to the project procurement, implementation and/or operation. Third-party services for development, implementation, etc.
e)
Selection of contractors. Overview of capacity, qualification, and references of main contractors.
f)
Main terms and conditions of the main contracts (supply and installation, O&M, grid interconnection, land lease, PPA, TSA, etc), including scope, guarantees (availability, performance, completion dates, warranties, etc), liabilities (caps, sub-caps, liquidated damages, etc) and other commercial terms (price, down-payment, timing, conditions etc).
g)
Other relevant contracts required for the project’s implementation and operation, including grid connection agreement/permit with Transmission System Operator, shared infrastructure agreements (e.g. shared transmission infrastructure), etc.
13 Environmental aspects, including for the associated infrastructure (e.g.
interconnection facilities)
a)
Please explain briefly the effects of the project on the environment, during construction and operation.
b)
Does the Project have any particular environmental risks or benefits/opportunities?
c)
Describe mitigation/compensation measures adopted for design, construction, and operation of the Scheme.
d)
Has an environmental assessment been carried out? If yes, summarise the conclusion on impacts and recommended mitigating measures. Attach an electronic copy of the environmental studies – the updated version, as approved by the authorities if applicable (including any complementary studies) and including the results of the public consultations. Provide the administrative decisions for such projects (environmental permit). Note on the content of an ESIA:
For projects which are subject to an ESIA, as defined by the EIB E&S Standards an ESIA should cover the information required in Annex 2a of the EIB E&S Standard 1, and the corresponding project-specific Environmental and Social Management Plan should cover the information required in the Annex 2b of the EIB E&S Standard 1.
The draft documents should be compliant with the EIB E&S Standards and are expected to be prepared by an international consultant.
Note on projects not subject to an ESIA:
For projects falling under Annex II of the EIA Directive and not subject to an ESIA under national legislation, the Promoter shall provide the information foreseen in Annex 1b of EIB Standard 1, together with its determination on the need of an ESIA following the criteria laid down in Annex 1a the EIB E&S Standard 1.
In particular, the Promoter will procure that an environmental and social assessment, commensurate to the risks and impacts of the investment to ensure that the potential risks and direct, indirect and cumulative impacts to local inhabitants, to the physical and natural environment have been identified. Ιn addition, the environmental and social assessment will include an appropriate mitigation strategy12, will confirm appropriateness of design, will include operational measures to prevent significant impacts, and will include public consultation/stakeholder engagement with affected people and communities where applicable. The Promoter will also share the corresponding environmental consent with the Bank.
e)
Provide conclusions of public consultation (if any) and mitigating measures required by the competent authority.
f)
Identify the locations of the nearest sites of nature conservation sites (distance to those sites).
Additionally:
- Does the project have any particular biodiversity impacts notably on critical habitats as defined in EIB E&S Standard 4 (further developed in EIB Guidance on Biodiversity and Ecosystems13), or priority/key biodiversity areas or protected species? Provide a project specific Critical Habitat Assessment.
- Does the project have potential or likely significant effects on a nature conservation site (i.e. may have an impact on a nature conservation site)?
In the affirmative cases, please provide information on the relevant assessment (appropriate assessment / critical habitat assessment / etc).
Provide a declaration from the competent authority responsible for the
12 The mitigation strategy will be based on the hierarchy of avoidance, minimisation, mitigation, restoration and compensation measures.
13 https://www.eib.org/en/publications/guidance-note-on-biodiversity-and-ecosystems monitoring of the nature conservation site confirming that the required assessments have been carried out (if necessary), that the Scheme will have no significant impact on any protected site and that the appropriate mitigation measures have been identified.
g)
Confirm that the cumulative impacts of the Scheme with others in the same area have been assessed. If applicable, written confirmations from the environmental authorities that all cumulative environmental impacts have been taken into account for all sites, indicating whether or not further environmental impact assessments are necessary.
h)
Any outstanding permit issues/claims/legal cases pending that could delay implementation.
Note: for all the projects expected under this framework loan, the Bank would expect to receive ESIA reports, permits and other relevant documents available (covering public consultation process, effect of overhead lines on birds and bats, cumulative impact, potential environmental liabilities, mitigation; etc), together with the conditions and additional or specific studies required under the permits:
• If applicable, scope and timing of specific studies undertaken (for example, study of the effect of the overhead connection lines on migrating birds might have been required).
• List of the environmental impacts of the major components of the projects, including electricity interconnections to the grid (noise, visual impact, danger to birds, effects during construction and operation, etc.). Mitigating, compensating and monitoring measures to be applied. Implementation of environmental management plans.
14 Social aspects
a)
Does the project have any particular social issues (involuntary economic and/or physical displacement, impacts on vulnerable groups, labour standards, occupational health, safety and security)? Social impacts may be negative (e.g. from compulsory purchase of property) or positive (e.g. from improvement in housing stock, improved access to municipal services, improvement on quality of life, integration of vulnerable groups, etc.).
b)
Public consultation process and involvement of local communities and most vulnerable groups. Stakeholder Engagement Plan to be provided (including Grievance Redress Mechanism).
c)
If applicable, please indicate how the resettlement of people will be managed and the impact in terms of affected people and compensation measures.
d)
How have gender considerations been incorporated into the preparation of the project? Is the project considered to have positive or negative impacts on gender by virtue of its selection, design, implementation or operation?
e)
Land acquisition and expropriation: details of the process, including a table specifying: parcels, land status (e.g. public, private…), current land use, type of agreement sought, status of the agreement, expected finalisation time; need for resettlement/expropriation (if any); rights of way for the interconnection lines.
f)
In case of resettlements, provide the Resettlement Action Plan (RAP) and the Livelihood restoration Plan (LRP), where applicable.
Note: for all the projects expected under this framework loan, the Bank would expect to receive a Stakeholder Engagement Plan and a detailed explanation of the land acquisition process, with the corresponding RAP and/or LRP if applicable
15 Operation and maintenance of the facilities:
a)
Organisation in charge of the operation and maintenance of the Scheme.
b)
Operating and maintenance costs and available budget for operation and maintenance:
| Major components O&M (WTGs, solar modules, inverters, trackers, etc.) – add rows if necessary | |
| BoP O&M | |
| Administrative costs (asset management, etc.) | |
| Control Center, and dispatch | |
| Insurance | |
| Other costs, community benefits | |
| Rent (Land, other) | |
| Tax | |
| TOTAL (Annual) |
16 Climate change risks
Integration of Climate Risk Assessment in the design of the projects. Climate vulnerabilities of the project to be assessed, and adaptation measures foreseen when applicable)14. The climate risks may include: increase of precipitation which can impact project design (drainage system, erosion, etc.), floods, temperature increase, change in wind conditions, etc. The assessment
14 See for example the European commission Technical guidance on the climate proofing of infrastructure, EUFIWACC guide or the European Commission non paper guidelines should use climate projections over the expected lifetime, including, at least, 10-to-30-year climate projections scenarios15:
(a)
Has there been a climate risk and vulnerability undertaken for the project? Please outline main results.
(b)
How will the design and layout of the infrastructure maximise opportunities for building infrastructure resilience (e.g., water and energy efficiency measures, sustainable urban drainage, flood risk)?
(c)
In the case of extreme weather events what emergency planning has been put in place? Is there a record of past extreme weather events? What are the lessons learnt from the impacts of the past extreme weather events on the infrastructure?
Hydropower projects require a climate change risk assessment (IHA guide) and shall comply with the EIB’s Environmental, Climate and Social Guidelines on Hydropower Development.
17 Economic and financial aspects
a)
Population served by the Scheme, or other pertinent demand analysis.
b)
Discounted electricity production cost (LCOE EUR / MWh)16
c)
Commercial structure of the project – PPA, support scheme, merchant, etc. Status of offtake contract or access to regulated remuneration. Market studies and market assumptions used to build the business plan of the project. Average revenue per MWh sold.
d)
Economic feasibility analysis. Expected financial return. Assumptions and overview of revenue forecast, sensitivity analysis.
e)
Will the project benefit from subsidies (grants, credits, other subsidies)? Description if applicable.
18 For windfarm/solar PV: supply chain due diligence
The initial set of safeguards is described in this Project Fiche (minimum set of requirements).
Further safeguards can be required by the Bank during the review process of the project and/or be included in the Allocation Letter, reflecting the Bank’s approach at that moment.
15 As spelled out in the delegated act for climate mitigation of the EU Taxonomy for Sustainable Finance, which also spells out the scope of the Climate Risk and Vulnerability Assessment (CRVA) (DNSH criteria for adaptation) – Annex 1 Appendix 1 (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=PI_COM:C(2021)2800)
16 Net present value of the CAPEX and OPEX over 20 years, divided by the net present value of the expected output in EUR/MWh.
In case of public procurement, the Promoter shall (initial set of
requirements):
• Ensure that the human rights requirements are put forward to contractors, subcontractors and their suppliers and implemented diligently throughout the project implementation.
• Assess and evaluate the risk of forced labour in the supply chain of the solar PV modules that will be procured for the Project in a manner appropriate to the risk and to EIB’s satisfaction.
• Specific requirements to be agreed with the EIB and to be included in the tender documents for the EPC contract of the solar plant, relating among others to code of ethics and conduct of contractors and suppliers, representations, and warranties to be provided, etc.
• This shall be ensured through several actions, including but not limited to: o Building awareness during the tender process on both the EIB and DGPC’s E&S standards; o Representations and warranties to be included in the tender documents e.g., WB’s declarations on forced labour in the supply chains. The exact set of requirements shall be agreed with the EIB and with the support of the implementation consultant if applicable17) o Development of specific E&S requirements for the Bidders to present a risk assessment and management approach regarding the risk of forced labour in the supply chain in an appropriate manner (e.g., suppliers’ qualification, contractual requirements, possibility of factory audits, etc). Include this requirement in the E&S qualification and evaluation criteria of the tender. o Include the requirement in the tender documentation that the successful Bidder will be required during the design stage to demonstrate an appropriate supply chain mapping down to the polysilicon level (identifying designated suppliers, factories and locations for modules, cells, wafers, ingots and polysilicon), in accordance with the requirements of the Lenders and the declarations submitted. o In case a high risk of forced labour is identified in the supply chain, the contractor will be required to present an appropriate methodology on how the identified risks will be mitigated (e.g., through independent third-party labour audits). Should this be unsatisfactory, the contractor will be asked to change the supplier. Notify the EIB for any incompliance or limitation on this regard.
Guidance on the specific Supply Chain Due Diligence on the PV
modules of the project, including initial set of minimum requirements.
The due diligence report should address two areas:
a)
Due Diligence on the solar PV modules supplier(s)
First, for each supplier, the Promoter should clearly describe the management systems that these suppliers have in place. It should describe the internal policies and procedures regarding their respective commitments
17 See for example the corresponding requirements from the World Bank (https://www.worldbank.org/en/projects- operations/products-and-services/procurement-projects-programs) and the specific note (https://thedocs.worldbank.org/en/doc/0dc2d3635eb75d5371cab93a3873ad02-0290032022/original/Forced-Labor-Solar- Declarations-and-provisions-for-Procurement-Documents-ext-1.pdf) to human rights, and avoidance of forced labour in their supply chains. This part of the due diligence should look into the same aspects as the ones that were outlined in the section (1) above on management systems (policies, management systems, certifications – e.g. SA 8000 -, procurement, contractual clauses, cascading, accountability, audit rights, etc).
b)
Due Diligence on the solar PV modules supply chain(s)
Secondly, the report should provide details of how each supplier identifies and manages this risk of forced labour specifically, providing details of the investigation and analysis performed to identify and analyze the supply chain of those panels that will be used for the project. This should cover, among others, the traceability that could be achieved, the companies and factories identified in the supply chain, the policies and processes of the identified companies involved throughout the supply chain, etc. The efforts can be oriented first towards the supply chain of the silica-based components.
Such specific DD should cover:
(i)
Supply chain mapping for the solar PV panels that will be used for the project:
a. The first step is to undertake mapping of the supply chain of solar panels from upstream raw material to downstream module manufacturer, and assess if there are risks of forced labour (e.g. ILO Forced Labor Indicators). List and locations of suppliers and sub-suppliers factories involved in the supply chain of the panels used for the project - in particular for the silica-based components.
The initial minimum requirements are the following:
The Promoter shall obtain a supply chain mapping / declarations of origin of the PV modules and its silica-based components down to the lower tiers of the supply chain, reaching at least the level of the polysilicon or even silicon metal if possible) issued, signed, and dated by the supplier of the PV modules of the project.
| Name of supplier | ||||
| Tier | Raw material | Supplier | Description | Factor Location (Region, Country |
| 1 | Silicon Metal | |||
| 2 | Polysilicon | |||
| 3 | Ingot | |||
| 4 | Wafer | |||
| 5 | Cell | |||
| 6 | PV module |
In addition, the Promoter shall:
- Seek to obtain further assessments, such as traceability audits, labour audits, etc. providing comfort regarding the traceability and the absence of forced labour.
- Investigate with the supplier the possibility to received bills of materials of the modules produced for the project, confirming the compliance of the components entering into the manufacturing supply chain with the supply chain mapping provided initially.
- Investigate the possibility to have third-party auditing/verifying the information provided in the bill of materials.
b. Detail the level of comfort/evidence that the suppliers can provide regarding the traceability and the origin of the material entering into the fabrication of the PV modules of the project (suppliers and factories – including geographical locations), in particular for the silica-based components. Details on traceability protocols and audits.
(ii) Risk assessment for all tiers of the supply chain. Review of human right policies and managements systems for the suppliers and sub-suppliers identified in the supply chain mapping, to evaluate if they are aligned with the Promoter’s human rights commitments, particularly in relation to forced labour, especially in the lower tiers of the supply chain of the silica-based components (e.g. mining and refining of quartz into silicon metal and polysilicon).
(iii) Monitoring of workplaces / labour audits: results of labour audits undertaken at the level of sub-suppliers’ manufacturing/processing facilities (e.g independent audits) throughout the supply chain, in particular for the silica- based components.
The results should clearly indicate the residual risk for those panels used in the project (e.g. limited mapping / lack of traceability beyond a certain point, impossibility to perform audits in certain identified factories, sub-suppliers with non-aligned policies or management systems, etc).
Based on this analysis, the Promoter should describe the actions, under implementation or planned, to further reduce this risk for the supplies.
19 Overall conclusions and recommendations
Place:
Date:
Promoter:
Responsible person:
Schedule B
Definition of Relevant Interbank Rate
"EURIBOR" means:
(a)
in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;
(b)
in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and
(c)
in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,
(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period").
For the purposes of paragraphs (a) to (c) above:
(i)
"available" means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any successor to that function of EMMI, as determined by the Bank; and
(ii) "Screen Rate" means the rate of interest for deposits in EUR for the relevant period as published at 11:00 a.m., Brussels time, or at a later time acceptable to the Bank on the day (the "Reset Date") which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.
If such Screen Rate is not so published, the Bank shall request the principal offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them, as at approximately 11:00 a.m., Brussels time on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro- zone, selected by the Bank, at approximately 11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period. The Bank shall inform the Borrower without delay of the quotations received by the Bank.
All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves being rounded up.
If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Bank) in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.
If the Screen Rate becomes permanently unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, or (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (v) the European Central Bank.
If the Screen Rate becomes permanently unavailable and no EURIBOR replacement rate is formally recommended as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.
Schedule C
Form of Disbursement Offer/Acceptance (Articles 1.2.B and 1.2.C)
Disbursement Offer/Acceptance
Valid until: [time] CET on [date]
From: European Investment Bank
To: [Borrower]
Date:
Subject: Disbursement Offer/Acceptance for the Finance Contract between European Investment Bank and Borrower dated [], 2024 (the
"Finance Contract")
Contract Number FI 95.884 Operation Number 2022-0716
Dear Sirs,
We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.
Following your request for a Disbursement Offer from the Bank, in accordance with the relevant provisions of the Finance Contract, and otherwise subject to its terms, we hereby offer to make available to you the following Tranche:
GENERAL
Scheduled Disbursement Date:
Currency of Tranche:
Amount of Tranche:
PRINCIPAL
Repayment periodicity:
Terms for repayment of principal:
First Repayment Date:
Last Repayment Date:
Repayment Dates:
Single Repayment Date:
INTEREST
Interest payment periodicity:
First interest Payment Date:
Payment Dates:
Interest Revision / Conversion Date:
COMMENTS18:
APPLICABLE RATE
Interest Rate basis:
Rate applicable until:
Fixed Rate:
Spread:
Relevant Interbank Rate:
If not duly accepted by the above stated time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.
We hereby accept the above Disbursement Offer for and on behalf of the Borrower:
Name(s) of the Borrower's Authorised Signatory(ies) (as defined in the Finance Contract):
………………………………………………………..…………………………… Signature(s) of the Borrower’s Authorised Signatory(ies) (as defined in the Finance Contract):
18 Date:
Please return the signed Disbursement Acceptance to the following email [ ].
IMPORTANT NOTICE TO THE BORROWER:
BY SIGNING ABOVE YOU CONFIRM THAT THE LIST OF AUTHORISED
SIGNATORIES AND ACCOUNTS PROVIDED TO THE BANK WAS DULY
UPDATED PRIOR TO THE PRESENTATION OF THE ABOVE
DISBURSEMENT OFFER BY THE BANK.
IN THE EVENT THAT ANY SIGNATORIES OR ACCOUNTS APPEARING
IN THIS DISBURSEMENT ACCEPTANCE ARE NOT INCLUDED IN THE
LATEST LIST OF AUTHORISED SIGNATORIES AND ACCOUNTS (AS
DISBURSEMENT ACCOUNT) RECEIVED BY THE BANK, THE ABOVE
DISBURSEMENT OFFER SHALL BE DEEMED AS NOT HAVING BEEN
MADE.
Disbursement Account to be credited:
Disbursement Account N°:
………………………………………………………………………………………
Disbursement Account holder/beneficiary:
…………………………………………………………………………
(please, provide IBAN format if the country is included in IBAN Registry published by SWIFT, otherwise an appropriate format in line with the local banking practice should be provided)
Bank name and address:
……………………………………………..……………………………...................
Bank identification code (BIC):
………………………………………………………………………......................
Payment details to be provided:
…………………………………………………………………….......................
Schedule D
Interest Rate Revision and Conversion
If an Interest Revision/Conversion Date has been included in the Disbursement Offer for a Tranche, the following provisions shall apply.
A. Mechanics of Interest Revision/Conversion
Upon receiving an Interest Revision/Conversion Request the Bank shall, during the period commencing 60 (sixty) days and ending 30 (thirty) days before the Interest Revision/Conversion Date, deliver to the Borrower an Interest Revision/Conversion Proposal stating:
(a)
the Fixed Rate and/or Spread that would apply to the Tranche, or of its part indicated in the Interest Revision/Conversion Request pursuant to Article 3.1; and
(b)
that such rate shall apply until the Maturity Date or until a new Interest Revision/Conversion Date, if any, and that interest is payable quarterly, semi-annually or annually, in accordance with Article 3.1, in arrear on designated Payment Dates.
The Borrower may accept in writing an Interest Revision/Conversion Proposal by the deadline specified therein.
Any amendment to this Contract requested by the Bank in this connection shall be effected by an agreement to be concluded and effective not later than 1 (one) Business Day prior to sending by the Bank of an Interest Revision/Conversion.
Fixed Rates and Spreads are available for periods of not less than 4 (four) years or, in the absence of a repayment of principal during that period, not less than 3 (three) years.
B. Effects of Interest Revision/Conversion
If the Borrower duly accepts in writing a Fixed Rate or a Spread in respect of an Interest Revision/Conversion Proposal, the Borrower shall pay accrued interest on the Interest Revision/Conversion Date and thereafter on the designated Payment Dates.
Prior to the Interest Revision/Conversion Date, the relevant provisions of this Contract and Disbursement Offer and Disbursement Acceptance shall apply to the Tranche in its entirety. From and including the Interest Revision/Conversion Date onwards, the provisions contained in the Interest Revision/Conversion Proposal relating to the new Fixed Rate or Spread shall apply to the Tranche (or any part thereof, as indicated in the Interest Revision/Conversion Request) until the new Interest Revision/Conversion Date, if any, or until the Maturity Date.
C. Partial or no Interest Revision/Conversion
In case of a partial Interest Revision/Conversion, the Borrower will repay, without indemnity, on the Interest Revision/Conversion Date the part of the Tranche that is not covered by the Interest Revision/Conversion Request and which is therefore not subject to the Interest Revision/Conversion.
If the Borrower does not submit an Interest Revision/Conversion Request or does not accept in writing the Interest Revision/Conversion Proposal for the Tranche or if the Parties fail to effect an amendment requested by the Bank pursuant to paragraph A above, the Borrower shall repay the Tranche in full on the Interest Revision/Conversion Date, without indemnity.
Schedule E
Certificates to be Provided by the Borrower
Form of Certificate from Borrower (Article 1.4.D)
From: The Republic of Serbia
To: European Investment Bank
Date:
Subject: Finance Contract between European Investment Bank and the Republic of Serbia dated [], 2024 (the "Finance Contract")
Contract Number FI N° 95.884 Operation Number 2022-0716
Dear Sirs,
Terms defined in the Finance Contract have the same meaning when used in this letter.
For the purposes of Article 1.4 of the Finance Contract we hereby certify to you as follows:
(a)
no security of the type prohibited under Article 7.1 has been created or is in existence;
(b)
there has been no material change to any aspect of the Project or in respect of which we are obliged to report under Article 8.1, save as previously communicated by us;
(c)
we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with Schedule A.1;
(d)
no event or circumstance which constitutes or would with the passage of time or the giving of notice or the making of any determination under the Finance Contract (or any combination of the foregoing) constitute a Prepayment Event or an Event of Default has occurred and is continuing unremedied or unwaived;
(e)
no litigation, arbitration administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against us or any of our subsidiaries any unsatisfied judgement or award;
(f)
the representations and warranties to be made or repeated by us under Article 6.12 are true in all respects;
(g)
no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract, and
(h)
the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower is up-to-date and the Bank may rely on the information set out therein.
We undertake to immediately notify the Bank if any the above fails to be true or correct as of the Disbursement Date for the proposed Tranche.
Yours faithfully,
For and on behalf of the Republic of Serbia