Uvod i prilozi
Schedule A
Technical Description
A.1.1 Purpose, Location
The project is designed to support Public Enterprise Roads of Serbia investment programme spanning from 2025 to 2030 which aims at rehabilitating and increasing the resilience of national and local road sections in Serbia.
Description
The investments will focus on rehabilitation, reconstruction and upgrade of the infrastructure, especially regarding climate resilience and safety aspects.
The project schemes included in the operation will meet at least one of the following objectives:
Renewal or rehabilitation of existing asset (pavement, drainage system, structures, retaining walls, etc.) reaching the end of their useful life;
Reduction of operating and maintenance costs;
Bringing existing infrastructure and facilities into compliance with current regulations;
Improving the resilience of existing infrastructure and facilities to climate change; and
Improving road safety.
The investments are not aimed at any capacity increase.
The project will address local and national roads for a total estimated length of 540km.
All project schemes should assess the vulnerability of the related section to climate change and other natural hazards and incorporate, to the extent feasible, the additional appropriate mitigation measures in line with the nature of the operation and the scope of intervention.
In particular, the schemes included in the Project will cover (but is not limited) the following works:
Reconstruction or rehabilitation of pavement structure and civil structures.
Reconstruction or rehabilitation of drainage system.
Consolidation of slopes. Improvement of road safety measures.
The scope of the investments includes the works, services and all associated activities required for their implementation and functioning.
Calendar
The programme will be implemented over a five-year period expected to be completed by 31st December 2030.
A.2 ALLOCATION PROCEDURES
Schemes will be submitted to the Bank under the cover of the summary table contained in annex A.4 below and modulated according to the size of the project scheme (see table below).
| Total cost of the project scheme | Information to be provided to the Bank |
| > EUR 50 million | Schemes with a total cost of more than EUR 50 million will be subject to a specific due diligence by the Bank’s services. The Implementing Entity will provide the documents requested by the Bank allowing this instruction. |
| > EUR 5 million | Schemes will be selected by the Borrower (through the Implementing Entity and the Promoter) on the basis of their compliance with the eligibility criteria defined in the technical description (see A.1.1). The allocation of the Bank’s funds shall be subject to the ex -ante approval of the Bank’s services on the basis of the summary information to be provided by the Borrower (through the Implementing Entity or the Promoter), namely a copy of the completed application form for the allocation under a framework loan annex A.5 below, including the relevant supporting documents for each scheme. The information will include the following elements: a description of the scheme, location, the beneficiary and the operator; a technical description of the investment concerned (objectives, main technical characteristics, costs, capacity, situation, expected benefits, timetable for implementation of the main components); Evidence that the environmental and social assessment procedures have been undertaken in line with the applicable legislation and the EIB's Environmental and Social Standards, and that relevant environmental documents are provided. an analysis of the vulnerability to climate change of the scheme concerned based on findings of the CRVA and presentation of adaptation measures; |
| < EUR 5 million | Schemes will be selected by the Borrower (through the Implementing Entity or the Promoter) on the basis of their compliance with the eligibility criteria set out in the Technical Description (see A.1.1). The list of schemes allocated is subject to ex- ante verification by the Bank’s services in the form of annex A.6 below. |
As per the technical description, all schemes will be required, and the Borrower (through the Implementing Entity or the Promoter) shall confirm at the time of allocation, that:
- Vulnerability assessment of the related section to climate change and other natural hazards has been performed in line with technical screening criteria as outlined for Substantial Contribution to CC-A as outlined in the EU Taxonomy Delegated Regulation 2021/2139 - Annex 25, and the appropriate mitigation measures will be incorporated.
- Road Safety interventions will be aligned with the applicable provisions of Directive 2008/96/EC on Road Infrastructure Safety Management as amended in by Directive (EU) 2019/1936
The Bank may request the support from external advisors to review and certify the eligibility of the schemes for allocation.
A.3 PROJECT INFORMATION TO BE SENT TO THE BANK AND METHOD OF
TRANSMISSION
1. Dispatch of information: designation of the person responsible
The information below must be sent to the Bank under the responsibility of:
5 https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021R2139&from=EN
| Financial Contact | Technical Contact | MoCTI | |
| Company | Public Enterprise Roads of Serbia | Public Enterprise Roads of Serbia | |
| Contact person | to be provided at the Bank’s request (including by email) | to be provided at the Bank’s request (including by email) | |
| Title | Executive director | Executive director | |
| Function / Department financial and technical | Financial departments | Department for investments | |
| Address | Bulevar kralja Aleksandra 282 | Vlajkovićeva 19 a | |
| Phone | |||
The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.
The Borrower (through the Promoter or Implementing Entity) shall inform the Bank immediately in case of any change.
2. Information on specific subjects
The Borrower (through the Implementing Entity and the Promoter) shall deliver to the Bank the following information at the latest by the deadline indicated below.
| Document / information | Deadline |
| Project Fiche (templates below in A.4, A.5 or A.6) duly filled to the Bank’s satisfaction. | As part of to each allocation request. |
| Updated procurement plan | Yearly (as part of the Progress report) or with each allocation request, or within 1 month following any material modification. |
| Updated indicative list of project schemes | Yearly or within 1 month following the suspension or cancellation of an allocated scheme. |
| All documents (including bidding documents, evaluation reports, copy of all exchanges with candidates) related to the procurement procedure of three contracts randomly selected by the EIB, for a sample review purpose | In case of delegated procurement monitoring, yearly (within 15 days following EIB’s request with the list of selected contracts) |
3. Information on the project’s implementation
The Borrower (through the Promoter or the Implementing Entity) 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 - 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 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; - Updated list of allocated schemes including for each scheme the following information: o Related works contracts (if more than one); o Updated cost (including any variation) and corresponding eligible cost; o Expenditures to date. - Consolidation of 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; - Update on progress related to gender equality (including the percentage of female employees and turnover rates of women and men across all job categories). - Any significant issue that has occurred and any significant risk that may affect the project’s operation; - Statistics on the number of work-related accidents (including traffic accidents and health and safety issues) on project sites. - Any legal action concerning the project that may be on-going; - Non-confidential project-related pictures, if available. - Any update in the development and implementation of the Borrower’s/Implementing Entity’s climate resilience plan since contract signature. | 1 year after signature of Finance Contract | Yearly |
4. Information on the end of works and first year of operation
The Borrower (through the Implementing Entity or 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 Partial Completion Report and 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; - A summary of progress related to gender equality (including the percentage of female employees and turnover rates of women and men across all job categories) over the project period; - A summary of the number of work-related accidents (including traffic accidents and health and safety issues) on all project sites over the project period. - 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 Borrower or Head of Group’s decarbonisation plan (including targets) or climate resilience plan since contract signature. - Non-confidential project-related pictures, if available. - An update on the following monitoring indicators: o Measured quality of pavement roughness of sections covered by the programme within the three-measurement wavelength bands o Total length of motorways rehabilitated under the programme, in length of carriageway (one direction) and km lane o Number of roads fatalities on sections rehabilitated under the programme o Trafic volumes on the respective road sections (AADT) - An update on the additional monitoring indicators agreed in the Steering Committee report | Project Completion Report: 15 months after project completion |
5. Information required 3 years after the Project Completion Report
The Borrower (through the Promoter or the Implementing Entity) shall 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. | 3 years after the project completion report |
| Language of reports | English |
A.4 Summary of allocations
The template for Summary Allocations:
| Name of EIB Operation: | SUSTAINABLE IMPROVEMENT OF ROAD NETWORK | |||||
| Number of EIB Operation: | 20190805 | |||||
| Summary of Allocations | ||||||
| Previous allocations: | ||||||
| Allocation number | Name of sub-project | Road ID | Total Investment cost (EUR) | EIB Eligible cost (EUR) | ||
| Total requested amounts | ||||||
| Curent allocation request | ||||||
| Allocation number | Name of sub-project | Road ID | Total Investment cost (EUR) | EIB Eligible cost (EUR) | ||
| Total requested amounts | ||||||
| Total amount to be allocated: |
A.5 ALLOCATION FICHE (for Schemes with a cost between EUR 5 and 50 million)
The example of the template for Allocation Fiche for Schemes with a cost between EUR 5 and 50 million (the full version of the template to be provided by the Bank to the Borrower (through the Promoter or the Implementing Entity), including via email, upon the request:
SUB-PROJECT FORM (for schemes with a cost between EUR 5 and 50 million) grey fields to be
filled in by the Implementing Entity
1 General Information
| Name of the concerned section | |||
| Managing institution | |||
| Road ID | Date of last investment | ||
| Start PK – Fin PK (intervention zone) | - | Length of the sub-project in (km) |
2 Key Objectives of the Sub-Project Please indicate the main reasons (check the appropriate box(es)):
| Renewal or rehabilitation of existing asset (pavement, drainage system, retention walls, etc.) reaching the end of their useful life. | |
| Reduction of operating and maintenance costs. | |
| Bringing existing infrastructure and facilities into compliance with current regulations. | |
| Improvement of the resilience of existing infrastructure and facilities to climate change. | |
| Improving road safety. |
3 Technical Description and Justification of the Sub-Project
Please provide main indicators:
- Length of road rehabilitated in lane.km
- Estimated ERR
- Estimated maintenance cost savings
- Estimated vehicle operating cost and time savings
- Estimated reduction in road fatalities
4 Description of the Project’s Vulnerability to Climate Change:
| Has a Climate Risk and Vulnerability Assessment (CRVA) of the sub-project been completed performed in line with Technical screening criteria as outlined for Substantial Contribution to CC-A as outlined in the EU Taxonomy Delegated Regulation 2021/2139 - Annex 26? (yes/no) | |||
| If yes, which key climate hazards/ risks have been considered in the risk assessment? | |||
| Risks (e.g.) | Risk rating* | Adaptation measures proposed (infrastructural or operational) | |
| Extreme temperatures (incl. heat waves) | |||
| Cold spells | |||
| Freeze-thaw damage | |||
| Extreme precipitation | |||
| Flooding | |||
| Ground instability/ landslides/ erosion | |||
| Extreme winds |
6 https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021R2139&from=EN
| Wildfires | ||
| Fog | ||
| Other (please specify) |
* Low/Medium/High
Do the proposed adaptation measures reduce the relevant risk levels to an acceptable level?
5 Demand Estimate for the Last 5 Years and Forecasts for the 5 Years After Investment
| Current Year – 5 years | Current Year | Year of Opening to Traffic | Year of Opening to Traffic + 5 years | |
| 2019 | 2024 | 2026 | 2031 | |
| Trafic in AADT | ||||
| % HGV |
6 Investment Cost and Sources of Financing
| Investment Cost, excluding VAT (RSD) | Investment Cost, excluding VAT (EUR) | |
| Earthworks | ||
| Major bridge structures (>100m) | ||
| Major tunnels (>100m) | ||
| Structures general, including walls | ||
| Drainage, incl. culverts | ||
| Retaining structures | ||
| Road works and Pavement - reconstruction | ||
| Road works and Pavement - resurfacing | ||
| Safety measures (signage, guard railing) | ||
| Installations (mechanical and electrical) | ||
| Environment (e.g. noise, animal protection) | ||
| Other | ||
| Land aquisition | ||
| Technical contingencies | ||
| Financial Contingencies | ||
| Total cost | ||
| EIB eligible cost |
7 Implementation Period (dates: month, year)
Start
End
8 Procurement
Please indicate, by reference to the Procurement Plan, the works, supplies, and services contracts corresponding to the sub-project (add lines if necessary)
| Contract | Procurement procedure | Total value of contract | Amount allocated to the sub-project | Estimated publication date |
| Description of works/services | International, open, restricted… | EUR | EUR | |
9 Environmental and Social Issues
Regulatory Requirements and Studies Conducted
| Is an Environmental Impact Assessment (EIA) required? | Yes / No |
| If the sub-project has been screened out by the competent authority, has the decision not to require an EIA been issued by the authority? | Yes / No / N/A |
| If Yes, please provide the decision (along with | |
| the information submitted to the relevant | |
| authority as a basis of their determination). | |
| Has the environmental authorization/consent been granted by the competent authority? | Yes / No / N/A |
| If Yes, please provide the authorization/consent | |
| granted by the competent authority. | |
| Are other studies concerning the environmental aspects of the sub-project required and/or conducted? | Yes (please specify) / No / N/A |
| If Yes, please specify the studies required or | |
| conducted | |
| Is the sub-project located near protected sites (or having protected sites within its influence zone), | Yes / No |
| Is the project likely to have significant impacts on nearby nature conservation areas? | Yes / No |
| If Yes, please include where relevant a reference | |
| to the studies where these risks and impacts are | |
| assessed. Please provide the statement of the | |
| competent environmental authority. | |
| If No, please provide the statement of the | |
| competent environmental authority regarding the | |
| absence of significant impacts on the sites | |
| Has a public consultation been conducted / will be conducted on a document related to the project? (Planning documents, ESMF, EIA, or any other such as E&S Screening exercise, full | Yes / No / N/A |
| If Yes, please describe the public consultation |
| ESMP or ESMP checklist, RAP/LRP) | process to be conducted / conducted and the |
| participation of local communities and the most | |
| vulnerable groups including indigenous | |
| groups/minority ethics groups where applicable. | |
| And provide any relevant stakeholder | |
| engagement and consultation related | |
| documents* (including FPIC** related | |
| documents) | |
| Is the project compliant with all environmental requirements? (local and national) | Yes / No |
| Please provide a list of the environmental | |
| requirements the sub-project is subject to. | |
| Does the project have any particular social issues (involuntary economic and/or physical displacement, impacts on vulnerable groups, labor standards, health, safety, and security at work)? | Yes / No |
| If Yes, please include where relevant a reference | |
| to the studies where these risks and impacts are | |
| assessed. | |
| How does the the Implementing Entity intend to monitor E&S and Health and Safety performance on-site of the sub-project? | Please include where relevant a reference to the |
| documents where the the Implementing Entity | |
| indicates the main E&S and Health and Safety | |
| indicators that will be / are monitored and | |
| reported on as well as explains the roles and | |
| responsibilities for monitoring and reporting. | |
| Does the project address a known road safety black spot | Yes/No. |
| If Yes, please provide a brief description |
Documents to be attached to the form:
a)
For sub-projects subject to EIA, the environmental impact assessment report, including the cumulative impact assessment, its non-technical summary, and the sub-project authorization issued by the competent environmental authority (“environmental acceptability”).
b)
For sub-projects where an EIA Report is not required, the Decision of the relevant authority (along with the information submitted to the relevant authority as a basis of their determination)
c)
For sub-projects located near protected sites (or having protected sites within its influence zone), a statement from the competent environmental authority regarding the absence of significant impacts on the sites.
d)
For sub-projects that require land acquisition and/or displacement (physical or economic), RAP (sub-projects leading to significant physical displacement) and/or LRP (sub-projects leading to economic displacement)
e)
For all sub-projects, Environmental and Social Screening exercise
f)
As per E&S risk level and the type of rehabilitation activity planned per sub-project, Environmental and Social Management Plan (full ESMP for High or Medium risk or ESMP Checklist for Medium risk as relevant)
g)
Any other study, authorization, or opinion concerning the environmental aspects of the sub- project.
Depending on the specific characteristics of the sub-project, the Bank reserves the right to request additional information and documents, as well as to request the completion of an EIA or another specific study.
A.6 ALLOCATION FICHE (for Schemes with a cost below EUR 5 million)
To be provided by the Bank to the Borrower (through the Promoter or the Implementing Entity), if requested (including via email).
ALLOCATION NO. X
DATE: DD/MM/YYYY
Name of EIB Operation: SUSTAINABLE IMPROVEMENT OF ROAD NETW ORK
Number of EIB Operation: 20190805
Currency: EUR
ALLOCATION AND MONITORING TABLE (FOR SUB-PROJECTS LESS THAN EUR 5 MILLION INCLUDED IN THE EIB OPERATION) - individual schemes
Demand forecast (operation + 5 Area of intervention Current year data years) Climate change adaptation indicators (to be finalised within network CRVA when available) Description of the sub- project Dates of implementation Total cost of the sub-project Public procurement Road safety indicators Environmental and social compliance Cost eligible for EIB financing Estimated (EUR) Type of procedure publication date No. Length Road ID Name of sub-project Managing institution (order) (lane.km) Current Traffic Estimated traffic PK Start PK End HGV% HGV% (AADT) (AADT) Indigenous Nature Resettlemen Acquisition of and/or conservatio t land vulnerable n groups Description of CRVA Main adaptation completed? vulnerabilities solutions Description % of total road Road safety safety cost measures beginning end Exchange Cost in RSD Cost in EUR mm/yy mm/yy rate HSE performance description of the work Blackspots EIA
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
(12) (13) (14) (15) (16)
(17) (18)
(19) (20) (21) (22)
(23) (24) (25)
(26) (27) (28) (29) (30)
Total
Explanatory
notes
| (1) | Order |
| (2) | Road ID |
| (3) | Sub-project name (section name) |
| (4),(5) | Intervention area where the work will take place (start km and end km, in ascending order of km) |
| (6) | Length of the lane intervention area.km (length multiplied by the number of lanes concerned) |
| (7), (8) | Average annual daily traffic (AADT) of the section corresponding to the area of intervention, as well as the % of heavy goods vehicles (HGVs). Make the weighted average if the work is spread over two different homogeneous sections |
| (9),(10) | Estimation of the annual average daily traffic (AADT) of the section corresponding to the area of intervention, as well as the % of heavy goods vehicles (HGVs) five years after the end of the works. Make the weighted average if the work is spread over two different homogeneous sections |
| (11) | Briefly describe the work carried to be out on the roadway, structures, drainage network, embankments, equipment, etc. |
| (12) | Estimated start and end date of the works |
| (13)-(14) | Estimate of the total cost of the investment in RSD and EUR |
| (15)-(17) | Estimate of the total cost of the investment EUR, less the ineligible cost |
| (18) | Please indicate the tender procedure — ‘I’ International tender, ‘N’ National procedure, ‘Ne’ Negotiating procedure, ‘D’ Direct award, ‘Em’ Urgency procedure and, ‘C’ Consultation (where only a few companies are invited to tender). |
| (19) | Indicate whether the sub-project intervention area has been subject to a Climate Risk Vulnerability Analysis (CRVA) performed in line with Technical screening criteria as outlined for Substantial Contribution to CC-A as outlined in the EU Taxonomy Delegated Regulation 2021/2139 - Annex 2 , and confirm the explicit reference of the project documentation to the CRVA (indicate the reference) |
| (20) | List the main vulnerabilities of the sub-project section with the infrastructure vulnerability level (low/medium/strong) |
| (21) | Describe the technical solutions chosen and how they reduce key infrastructure vulnerabilities |
| (22) | Indicate whether the work includes addressing road safety black spots (yes/no) |
| (23) | Describe interventions to improve road safety, and interventions on road safety equipment |
| (24) | Estimate the % of the cost of the work on the interventions described in (23) |
| (25) | Please indicate the environmental screening procedure and/or the environmental impact assessment procedure to be followed ("N/A" if not applicable). Please indicate if there are other studies concerning the environmental and social aspects of the sub-project required and/or conducted? If Yes, please specify the studies required or conducted. If available, please provide the environmental authorization/consent to be granted by the competent authority or, if screened out, the decision not to require an EIA issued by the competent authority where applicable (along with the information submitted to the relevant authoritiy as a basis of their determination). Has a public consultation been conducted / will be conducted on a document related to the project? (Master Plan, ESMF, EIA, or any other such as E&S screening checklist, ESMP checklist, RAP/LRP). If Yes, please describe the public consultation process to be conducted / conducted. |
| Concerning the impact of the project on protected habitat areas of international or national importance. Please indicate: (A) No significant impact, potential or probable, on a conservation site. In this case, please provide the statement issued from the competent environmental authority regarding the absence or no significant impacts on the sites. (B) A significant impact, potential or probable, on a conservation site. In this case, please provide the appropriate studies planned to be carried out / carried out and authorisations required. (C) Not applicable | |
| (27) | Please indicate: A) Resettlement* of more than 200 people affected by the project (PAP). B) Reinstallation of less than 200 PAP. C) No resettlement. In both case A or B, provide the Livelihood Restoration Plan or Resettlement Action Plan prepared based on the approved general approach in case of resettlement. *Resettlement refers to displacement that occurs as a direct result of project-related land acquisition or restriction on land use. It includes: (a) physical displacement (i.e. physical relocation, loss of residence or loss of shelter); and/or (b) economic displacement (i.e. loss of assets, or access to assets, that leads to the loss of income sources or means of livelihood). Resettlement is involuntary when affected individuals or communities do not have the right to refuse such displacement. |
| (28) | Please indicate: A) Acquisition of land*. In this case, provide the Livelihood Restoration Plan or Resettlement Action Plan based on the approved general approach in case of land acquisition. B) No land acquisition. *Land acquisition refers to all methods of obtaining land for project purposes, which may include outright purchase, expropriation of land and assets and acquisition of temporary or permanent access rights, such as easements, rights of way, and establishment of restrictions of access to protected and other areas. |
| (29) | Please indicate: (A) Vulnerable groups potentially affected. In this case, please provide a description of the vulnerable groups as well as the planned stakeholder engagement and consultation procedure including related documents*. (A) Indigenous groups/minority ethics groups that are potentially affected. In this case, please provide a description of the indigenous groups/minority ethics groups as well as the planned stakeholder engagement and consultation procedure including related FPIC** related documents (C) No vulnerable groups nor indigenous groups/minority ethics groups are affected. * Documents to demonstrate that stakeholder engagement and consultations will be / have been undertaken as per Standard 7 of EIB standards. ** FPIC: Free, Prior and Informed Consent. Refers to the documents that demonstrate the iterative process whereby the affected community of Indigenous Peoples arrives at an agreement reached within sufficient time and in accordance with their cultural traditions and practices. |
| (30) | Please indicate how does the promoter intend to monitor E&S and Health and Safety performance ? Please provide as relevant a reference to the studies where E&S and Health and Safety risks and impacts are assessed as well as the main E&S and Health and Safety indicators that are / will be monitored and reported on and the roles and responsibilities for monitoring and reporting. |
(26)
Schedule B
Definition of 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)
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 [], 2025 (the "Finance
Contract")
Contract Number FI 91756 Operation Number 2019-0805
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 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:
COMMENTS7:
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:
7 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. At the Bank’s discretion, an Interest Revision/Conversion Proposal may be subject to live pricing in line with Articles 1.2.B and Article 1.2C.
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
Form of Certificate from Borrower (Article 1.4.C)
From: The 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 91756 Operation Number 2019-0805
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 Article 8.1, 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 Article 6.12 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