Prilozi
parliament of the Republic of Serbia, have been obtained, and such letter shall be conclusive evidence that this Contract has become effective.
If the Date of Effectiveness does not occur on or prior to the date falling 12 (twelve) months after the date of this Contract (or any later date notified by the Bank to the Borrower in writing), this Contract shall not enter into force and no further action shall be necessary or required.
12.4 Recitals, Schedules and Annexes
The Recitals and following Schedules form part of this Contract:
Schedule A Project Specification and Reporting
Schedule B Definition of EURIBOR
Schedule C Form of Disbursement Offer/Acceptance (Articles 1.2.B and 1.2.C)
Schedule D Interest Rate Revision and Conversion
Schedule E Certificates to be Provided by the Borrower
The Parties have caused this Contract to be executed in 4 (four) originals in the English language. At Luxembourg, this 28 October 2025
Signed for and on behalf of
EUROPEAN INVESTMENT BANK
________________________ ___________________________
Helen Williams Kristina Kanapinskaite
Head of Division Head of Division At Belgrade, this 27 October 2025
Signed for and on behalf of
THE REPUBLIC OF SERBIA
___________________________
Siniša Mali
First Deputy Prime Minister and Minister of Finance
Schedule A
Project Specification and Reporting
A.1 Technical Description ()
A.1.1 TECHNICAL DESCRIPTION
Purpose, Location
The Project involves phase II of the modernisation, redevelopment and extension of Serbia's four tertiary care hospitals (Clinical Centres) in Belgrade, Kragujevac, Niš and Novi Sad.
Description
The Project comprises the refurbishment and completion of an existing building, construction of new and reconstruction of existing medical infrastructure in the University Clinical Centre of Serbia in Belgrade, the construction of new buildings and reconstruction of existing medical infrastructure in the University Clinical Centre Kragujevac, the construction of new buildings in the University Clinical Centre of Vojvodina in Novi Sad, and the construction of a polyclinic, reconstruction of existing medical infrastructure and design development for the Regional Children’s Hospital in the University Clinical Centre Niš. It includes the following elements:
a)
University Clinical Centre of Serbia (UCCS) includes: ● Construction of new buildings: ○ Clinic for Neurology ● Reconstruction and expansion of existing medical infrastructure: ○ Completion of the reconstruction and extension of the Central Building: ■ Phase 2a reconstruction works - part of the existing podium of approximately 10,000 m2 - OP block, laboratory, morgue, server room to provide better functioning of Phase 1 ■ Phase 2b reconstruction works - part of the existing podium and existing tower of approximately 37,000 m2, external area with the construction of additional parking spaces (garage) ○ First Surgical Clinic - Clinic for Digestive Surgery ○ Second Surgical Clinic - Clinic for Cardiac Surgery and Clinic for Vascular Surgery The total area of influence of the Project is approximately 70,650 m2 of building construction and reconstruction.
b)
University Clinical Centre Niš (UCCN) includes: ● Construction of new buildings: ○ Polyclinic with special outpatient clinics ○ Technical-economic block - kitchen and laundry ○ Parking garage ● Reconstruction and expansion of existing medical infrastructure: ○ Centre for the Protection of Mental Health/Adult Psychiatry ○ Specialist outpatient Clinic for Cardiology ○ Clinic of Infectious Diseases ● External works - connection between "old" and "new" CCN. ● Design documentation development for the construction of the Regional Children’s Hospital The total area of influence of the Project is approximately 29,000 m2 of building construction and reconstruction.
c)
University Clinical Centre Vojvodina in Novi Sad (UKCV) includes: ● Construction of new buildings: ○ Lamella D ○ Clinic for Infectious Diseases ○ Parking Garage The total area of influence of the Project is approximately 43,500 m2 of building construction.
d)
University Clinical Centre Kragujevac (UKCK) includes: ● Construction of new buildings ○ New central building 14A with bridges and external works and external installation of the complex ○ Parking Garage ● Reconstruction and expansion of existing medical infrastructure: ○ Polyclinic with special outpatient clinics (existing building of the old emergency centre), Building 12 ○ Technical-economic block with oncology, Building 18 The total area of influence of the Project is approximately 55,600 m2 of building construction and reconstruction.
e)
The equipment purchase for the 4 Clinical Centres included in the Project comprises: medical and non-medical equipment to be installed in the new or refurbished facilities.
f)
Design documentation development and all related consultancy services for the completion of the Project (e.g. technical review, supervisor services, technical acceptance)
g)
Investments of the Republic of Serbia in infrastructure and equipment (medical and non- medical), in the four Clinical centres starting from 2023 until the end of the Clinical Centres Phase II Project.
h)
Technical Assistance contracts aiming to support the implementation of the Clinical Centres Phase II Project.
Calendar The implementation of the Project started in January 2023 and will be completed by
December 2032.
The updated Business and Master Plans for the period 2024 to 2030 were developed in
2024. Physical completion of all new and reconstructed buildings is planned for 31
December 2032.
A.1.2 PROJECT RELATED CONDITIONS TO BE FULFILLED, IF ANY
Disbursement conditions - as stated above under (Conditions of disbursement), i.e., under 1.4.B. (First Tranche) and under (All Tranches).
Undertakings as stated above in (Borrower’s Undertakings and Representations).
A.2 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 | Project Implementation Unit under the Ministry of Health | Project Implementation Unit under the Ministry of Health |
| Contact person | Milan Paunovic | Tatjana Djordjevic |
| Title | Mr. | Ms. |
| Function / Department financial and technical | PIU Assistant Director for Financial Affairs | PIU Director |
Address Pasterova br. 1, 3rd floor Pasterova br. 1, 3rd floor 11000 Belgrade 11000 Belgrade Serbia Serbia
| Phone | +381116962348 | +381116962348 |
| Fax | ||
| office_piu@zdravlje.gov.rs kabinet@zdravlje.gov.rs | office_piu@zdravlje.gov.rs kabinet@zdravlje.gov.rs |
The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.
The Borrower shall, and shall ensure that the Promoter will, inform the EIB immediately in case of any change.
2. Information on specific subjects
The Borrower, acting through the Promoter, will deliver to the Bank the following information at the latest by the deadline indicated below.
| Document / information | Deadline |
| (iii) The Borrower, acting through the Promoter, shall submit an acceptable and complete procurement plan, to the EIB’s satisfaction, covering all contracts envisaged for EIB financing. | Prior to first disbursement |
| (iv) At Project mid-term, the Borrower, acting through the Promoter, shall provide a comprehensive Human Resources and Training Plan for each Clinical Centre. The Plan should elaborate on the future service capacity by main specialisation, the staffing structure for efficient operation, a recruitment and training strategy, and the operating cost budget for implementation | Project mid-term |
3. Information on the Project’s implementation
The Borrower, acting through the Promoter, will 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 - 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; - Actual project’s expenditures to date; - 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. | Starting six months after Finance Contract signature, until the end of Project implementation | Semi-annually |
4. Information on the end of works and first year of operation
The Borrower, acting through the Promoter, will 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, 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 disaggregated by sex; - A description of any major issue with impact on the environment or social impacts (particularly relevant for the Environmental and Social Completion Form (ESCS)); - 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; - Non-confidential Project-related pictures, if available; - An update on the following Monitoring Indicators: Outcomes: • Employment during construction - temporary jobs; • Employment during operation - new permanent jobs. • Bed occupancy rate; • Average length of stay (ALOS); Outputs: • New or rehabilitated health facilities; • Construction floor area in health facilities; • Full Time Equivalent (FTE) health care professionals; • Share of health services covered by public funding. Inputs: • Start of works; • End of works; • Project investment cost; • Financing Amount; | 31/3/2034 (15 months after physical completion) |
5. Information required 3 years after the Project Completion Report.
The Borrower, acting through the Promoter will, deliver to the Bank the following information 3 years after the project completion report at the latest by the deadline indicated below.
| Document / information | Date of delivery to the Bank |
| Update on the Monitoring Indicators listed in the table above. Outcomes: • Employment during construction - temporary jobs; • Employment during operation - new permanent jobs. • Bed occupancy rate; • Average length of stay (ALOS); Outputs: • New or rehabilitated health facilities; • Construction floor area in health facilities; • Full Time Equivalent (FTE) health care professionals; • Share of health services covered by public funding. Inputs: • Start of works; • End of works; • Project investment cost; • Financing Amount; • EIB eligible investment mobilized. | 31/3/2037 |
| Language of reports | English |
Schedule B
Definition of EURIBOR
A. EURIBOR
"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)
From: European Investment Bank
To: Republic of Serbia
Date:
Subject: Disbursement Offer/Acceptance for the Finance Contract between European Investment Bank and the Republic of Serbia dated [] (the "Finance Contract")
Contract Number 94932 Operation Number 2022-0554
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 [and the live pricing call held on [date]], 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:
COMMENTS: APPLICABLE RATE
Interest Rate basis:
Rate applicable until
Fixed Rate:
Spread:
EURIBOR:
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):
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 ; 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 or semi-annually, in accordance with , in arrear on designated Payment Dates.
The Borrower may accept in writing an Interest Revision/Conversion Proposal by the deadline specified therein. At the Bank’s discretion, an Interest Revision/Conversion Proposal may be subject to live pricing in line with Articles 1.2.B and 1.2.C.
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 (i) sending by the Bank of an Interest Revision/Conversion Proposal or, (ii) having a live pricing call pursuant to the above paragraph.
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
E.1 Form of Certificate from Borrower ()
From: Republic of Serbia
To: European Investment Bank
Date:
Subject: Finance Contract between European Investment Bank and the Republic of Serbia dated [] 2025 (the "Finance Contract")
Contract Number 94932 Operation Number 2022-0554
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)
there has been no material change to any aspect of the Project or in respect of which we are obliged to report under , save as previously communicated by us;
(b)
we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with Schedule A.1;
(c)
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;
(d)
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;
(e)
the representations and warranties to be made or repeated by us under are true in all respects;
(f)
no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract, and
(g)
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