1.1 Definitions

In this Agreement:

Advance Payment shall have the meaning given to it in the preamble hereto.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

Agency Fee Letter means the letter dated on or about the date of this Agreement between the Facility and ECA Agent and the Borrower setting out the fees referred to in

Clause 13.3

(Agency fee).

Agreement means this agreement.

Anti-Corruption Laws means any applicable anti-bribery or anti-corruption laws, regulations or rules in any applicable jurisdiction, including any Serbian legal provisions relating to anti-bribery or anti-corruption, including those contained in Corruption Prevention Act (Official Gazette of the Republic of Serbia nos. 35/2019, 88/2019, 11/2021 – authentic interpretation, 94/2021 and 14/2022, as amended from time to time) (in Serbian: "Zakon o sprečavanju korupcije") and any French legal provisions relating to anti- bribery or anti-corruption, including under Loi n°2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique and under Book IV, Title III and Book IV, Title IV of the French Code pénal, the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997, any relevant implementing laws and regulations and any laws or regulations relating to bribery, corruption or any similar practices in any jurisdiction.

Anti-Money Laundering and Anti-Terrorism Financing Regulations means any applicable legal provisions relating to the fight against money- laundering and terrorism financing in any applicable jurisdiction, including any Serbian legal provisions relating to the fight against money-laundering and terrorism financing, including those contained in Anti-Money Laundering and Anti-Terrorism Financing Act (Official Gazette of the Republic of Serbia nos. 113/2017, 91/2019, 153/2020, 92/2023, 94/2024 and 19/2025, as amended from time to time) (in Serbian: "Zakon o sprečavanju pranja novca i finansiranja terorizma"), any French legal provisions relating to the fight against money-laundering and terrorism financing referenced in Book III, Title II and Book IV, Title II of the French Code penal and in Book V, Title VI of the French Code monétaire et financier, and any similar laws, regulations or rules in any jurisdiction.

Applicable Environmental and Social Standards means:

which are currently in force or will be in force, to the extent that they are applicable to the Project.

Arrangement Fee Letter means the letter dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower setting out the fees referred to in

Clause 13.2

(Arrangement fee).

Authorisation means an authorisation, permit, consent, approval, resolution, license, exemption, filing, notarisation or registration.

Availability Period means the period from and including the Signing Date to and including the earlier of (i) the date falling 68 months after the date of the entry into force of the Commercial Contract, in accordance with Article 3 of the Contract Agreement, (ii) the date falling 5 months after the Starting Point of Repayment and (iii) 31 December 2031.

Available Commitment means the Total Commitments (as may be cancelled or reduced under this Agreement) minus the amount of all Utilisations made available under the Facility.

Beneficiary shall have the meaning given to it in

Clause 24.7

(Security over Lenders’ rights).

Borrower shall have the meaning given to it in the preamble hereto.

Borrower’s External Indebtedness means any indebtedness (including, without limitation, any guarantee) of the Republic of Serbia or of any entity owned or controlled by the Republic of Serbia and holding Serbian Republic’s public assets (including international monetary reserves) which (i) is or may become payable in any currency other than the lawful currency for the time being of the Republic of Serbia or (ii) is or may become payable to a person which is resident outside the Republic of Serbia or has its registered office or principle place of business outside the Republic of Serbia.

Break Costs means the amount (if any) by which:

exceeds:

Business Day means for the purposes of:

Buyer means each of the Employer and the Financier, together, or each of them (including each entity referred to in the definition of “Employer” in

Clause 1.1

(Definitions)), individually.

Central Bank means the National Bank of Serbia (Narodna banka Srbije).

Commercial Contract shall have the meaning given to it in the preamble hereto.

Confidential Information means all written information relating to the Borrower, the Finance Documents, the Commercial Contract, the Project or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of

Clause 34

(Confidentiality); or

(B) is identified in writing at the time of delivery as non-confidential by the Borrower or the Seller or any of their advisers; or

(C) is developed at any time by that Finance Party or the ECA without use, directly or indirectly, of Confidential Information; or

(D) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (A) or (B) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party or the ECA is aware, unconnected with the Borrower and which, in either case, as far as that Finance Party or the ECA is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed between the Borrower and the relevant Finance Party.

Construction Period means the period commencing on the date on which physical construction of the Project begins and ending on the issuance of the “Performance Certificate” as defined in the Commercial Contract.

Contract Agreement shall have the meaning given to it in the preamble hereto.

Contract Basis Price shall have the meaning given to it in the preamble hereto. Contract Price Increases shall have the meaning given to it in the preamble hereto.

Corrective Action Plan means a plan which sets out timebound measures and responsibilities to correct and remedy all damage and adverse consequences caused by an Environmental and Social Incident or any failure by the Project to comply with any applicable Environmental and Social Requirements.

Declassification Date means the date on which the Facility and ECA Agent exercises its right under paragraph (c) of

Clause 22.19

(Green Loan classification and declassification).

Declassification Event means :

Default means an Event of Default or any event or circumstance specified in

Clause 23

(Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Disruption Event means either or both of:

ECA means BPIFRANCE ASSURANCE EXPORT, a French société par actions simplifiée having its registered office at 27-31 avenue du Général Leclerc, 94710 Maisons Alfort Cedex, France and which is registered with the commercial and companies registry of Créteil under number 815 276 308 RCS Créteil, acting in the name, for the account and under the control of the French State and any of its successors or assignees designated by the French Authorities to issue and manage insurance policies for foreign trade in the name, for the account and under the control of the French State pursuant to article L.432-1 et seq. of the French Code des Assurances.

ECA Insurance Policy means the export credit insurance policy issued by the ECA in favour of the Lenders, in terms satisfactory to the Original Lenders, covering 95 per cent. of the commercial and political risk in respect of the Facility, executed by the ECA and the Original Lenders and delivered pursuant to Schedule 2 (Conditions Precedent).

ECA Insurance Premium means the premium payable to the ECA pursuant to the ECA Insurance Policy.

ECA Mandatory Prepayment Event means each of the following events or circumstances:

Employer means each of the City of Belgrade – The Secretariat for Public Transport and PUC “Belgrade Metro and Train” ((JKP Beogradski metro i voz Beograd) with corporate ID number (matični broj) 21424650), together or each of them individually.

Engineer means (i) JV DB Engineering & Consulting GmbH and (ii) SYSTRA or, as the case may be, such other person specified by the Borrower in any Utilisation Request to act as the Engineer for the purpose of the Commercial Contract.

Engineer’s Payment Certificate means a payment certificate issued by the Engineer pursuant to the terms of the Commercial Contract.

Environment means humans, animals, plants and all other living organisms, including the ecological systems of which they form part (including but not limited to intraspecific and interspecific relationships) and the following media:

Environmental Permits means any permit, approval, identification number, license and other Authorisation and the filing of any notification, report or assessment required under any Environmental or Social Law for the operation of the business of the Borrower or the Buyer conducted on or from the properties owned or used by, respectively, the Borrower or the Buyer.

Environmental and Social Action Plan or ESAP means the environmental and social action plan relating to the Project setting out the list of actions needed for the Project to comply with all the Environmental and Social Requirements, as provided by the Borrower to the Facility and ECA Agent in accordance with

Clause 4.1

(Conditions precedent to be fulfilled prior to or on the Signing Date).

Environmental and Social Agent shall have the meaning given to it in the preamble hereto.

Environmental and Social Claim means any claim, proceeding, formal notice, litigation, or investigation by any person in respect of any applicable Environmental and Social Requirements.

Environmental and Social Due Diligence Report or ESDD Report means the report resulting from the assessment process conducted by the Independent Environmental and Social Consultant with regards to the compliance of the Project with the Environmental and Social Requirements, as provided by the Borrower to the Facility and ECA Agent in accordance with

Clause 4.1

(Conditions precedent to be fulfilled prior to or on the Signing Date).

Environmental and Social Impact Assessment Report or ESIA Report means the report resulting from the assessment of the environmental and social risks and impacts of the Project in its area of influence, prepared by Egis dated 2 August 2024, as provided by the Borrower to the Facility and ECA Agent in accordance with

Clause 4.1

(Conditions precedent to be fulfilled prior to or on the Signing Date).

Environmental and Social Incident means, regardless of the cause, an incident, accident relating to the Project resulting in an adverse impact on Environmental and Social Matters, as reasonably assessed by the IESC which requires the Borrower or the Buyer to undertake corrective or remedial action under any Environmental and Social Requirements.

Environmental and Social Management System means the overarching environmental, social, health and safety management system, including policies, management programs and plans, procedures, grievance mechanisms, requirements, performance indicators, responsibilities, training and periodic audits and inspections with respect to Environmental and Social Matters designed to identify, assess and manage risk in respect to the Project on an ongoing basis.

Environmental and Social Matters means any aspect in relation with the Environment or the Social Matters.

Environmental and Social Requirements means, collectively, Environmental or Social Laws, Environmental Permits, the Applicable Environmental and Social Standards, the Environmental and Social Management System and the Environmental and Social Action Plan.

Environmental or Social Law means any applicable law, rule, regulation, order, writ, judgment, injunction or decree relating to Environment or Social Matters.

Equator Principles 4 means the version of the principles so entitled and published by Equator Principles Limited which are in effect as of the date of this Agreement.

Euro or EUR means the lawful currency of the European Union.

EURIBOR means, in relation to any Loan:

as of, in the case of paragraphs (a) to (d) above, 11:00 a.m. (Paris time) on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

Event of Default means any event or circumstance specified as such in

Clause 23

(Events of Default).

Excluded Assets has the meaning given to such term in

Clause 37

(Jurisdiction – Arbitration).

Facility means the term loan facility made available under this Agreement as described in

Clause 2.1

(The Facility).

Facility and ECA Agent shall have the meaning given to it in the preamble hereto.

Facility Office means:

Facility Pro Rata Share means seventy-seven point ninety-four per cent (77.94%).

FATCA means:

FATCA Application Date means:

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Final Maturity Date means the date falling on the earlier of (i) one hundred and eighty (180) months after the Starting Point of Repayment and (ii) two hundred and forty-eight (248) months after the Signing Date.

Finance Document means:

and any other document designated as a "Finance Document" by the Facility and ECA Agent and the Borrower.

Finance Party means a Mandated Lead Arranger, the Facility and ECA Agent, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, the Green Loan Coordinator or a Lender.

Financier shall have the meaning given to it in the preamble hereto. First Advance Payment shall have the meaning given to it in the preamble hereto.

First Repayment Date means the date falling six (6) Months after the Starting Point of Repayment.

First Utilisation Date means the date on which the first Loan under the Facility is made available by the Lenders to the Borrower.

French Authorities means:

French Treasury Loan means the direct loan to be granted by the French State to the Borrower for the purpose of partially financing the Total Contract Price in an aggregate amount of 150,000,000 EUR pursuant to the French Treasury Loan Agreement.

French Treasury Loan Agreement means the agreement to be entered into by the Borrower and BPIFRANCE ASSURANCE EXPORT Domaine des Activités Institutionnelles, acting in the name, for the account and under the control of the French Treasury, having its registered address 27-31 avenue du Général Leclerc 94799 Maisons Alfort, France, pursuant to which the French Treasury Loan will be made available to the Borrower for the purpose of partially financing the Total Contract Price.

French Treasury Loan Pro Rata Share means twenty-two point zero six per cent (22.06%).

Funding Rate means any individual rate notified by a Lender to the Facility and ECA Agent pursuant to paragraph (a)(ii) of

Clause 12.1

(Market Disruption).

Global Coordinating and Documentation Bank shall have the meaning given to it in the preamble hereto.

Green Loan Coordinator shall have the meaning given to it in the preamble hereto.

Green Loan Information means:

Green Loan Principles means the Green Loan Principles published by the Loan Market Association as at the date of this Agreement.

Green Loan Provisions means

Clause 20.29

(Green Loans) and

Clause 21.6

(Green Loan Reporting).

Green Loan Report means a report provided pursuant to

Clause 21.6

(Green Loan Reporting), substantially in the form set out in Schedule 10 (Form of Green Loan Report).

Green Project means the Project, which falls under the category of clean transportation as referred in the Green Loan Principles.

Historic Screen Rate means, in relation to any Loan, the most recent Screen Rate and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 5 Business Days before the Quotation Day.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Illicit Origin means any origin which is illicit or fraudulent, including, without limitation, drug trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.

IMF means the International Monetary Fund.

Independent Environmental and Social Consultant or IESC means:

Independent Environmental and Social Monitoring Reports means the reports resulting from the assessment, by the Independent Environmental and Social Consultant, of the Project compliance with the Environmental and Social Requirements and the Environmental and Social Action Plan, agreed on the form and substance between the IESC and the Facility and ECA Agent (acting on the instruction of the Majority Lenders).

Interest Payment Date means in relation to a Loan:

Interest Period means, in relation to a Loan, each period determined in accordance with

Clause 11

(Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with

Clause 10.3

(Default interest).

International Monetary Assets means all:

For the purpose of this definition the terms "Special Drawing Rights",

"Reserve Positions in the Fund" and "Foreign Exchange" have, as to the types of assets included, the meanings given to them in the IMF’s publication entitled “International Financial Statistics” or such other meanings as shall be formally adopted by the IMF from time to time. In respect of the Borrower, and in addition to, and without prejudice to the generality of, the definition set out above, "International Monetary Assets" includes banknotes and coins of convertible currency held by the Republic of Serbia through the Central Bank in accounts in foreign banks and in the IMF, and promissory notes, certificates of deposit, bonds, and other securities payable in a convertible currency which are held by the Republic of Serbia through the Central Bank. Interpolated Historic Screen Rate means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

each of which is as of a day which is no more than 5 Business Days before the Quotation Day.

Interpolated Screen Rate means, in relation to EURIBOR for any Loan, the rate which results from interpolating on a linear basis between:

each as of 11:00 a.m. (Paris time) on the Quotation Day for the currency of that Loan.

Lender means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

LMA means the Loan Market Association.

Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

Majority Lenders means a Lender or Lenders whose participation (drawn and undrawn) aggregate more than 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior to that reduction).

Mandated Lead Arranger shall have the meaning given to it in the preamble hereto. Margin means 0.75% (zero point seventy-five per cent) per annum.

Material Adverse Effect means, in the opinion of the Majority Lenders, a material adverse effect on:

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

New Lender has the meaning given to that term in

Clause 24.1

(Transfers by the Lenders).

Original Lenders shall have the meaning given to it in the preamble hereto.

Participating Member State means any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Person shall have the meaning given to it in the definition of “Sanctioned Person”.

Prohibited Payment means:

Project means the project for the design and construction of the transport system for the Belgrade Metro Line 1 Phase 1 under and in accordance with the terms of the Commercial Contract.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period, unless market practice differs in the European interbank market for Euros, in which case the Quotation Day will be determined by the Facility and ECA Agent in accordance with market practice in the European interbank market for Euros (and if quotations would normally be given by leading banks in the European interbank market for Euro on more than one day, the Quotation Day will be the last of those days).

Ratification Date means the date on which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia becomes effective.

Related Fund means:

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Repayment Date means each of:

Repayment Instalment means each scheduled instalment for the repayment of the Loans specified in

Clause 6.1

(Generally).

Replacement Benchmark means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under Paragraph

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Sanctionable Activity means any condition or activity which, if engaged in by a person, could result in (i) the imposition of Sanctions against a person engaged in such activity or described by such condition or (ii) the imposition of any other sanctions measures.

Sanctioned Country means any country or territory that is, or whose government is, the target of Sanctions broadly prohibiting dealings with such government, country, or territory.

Sanctioned Person means any individual or entity (a Person), whether or not having a legal personality, that is, or is directly or indirectly owned or controlled by any one or more Persons that is/are : (i) listed on any list of designated persons in application of Sanctions, (ii) the subject or target or in breach of any Sanctions, (iii) operating, located, incorporated or organized under the laws of, or resident in a Sanctioned Country or (iv) with which dealings are otherwise restricted or prohibited pursuant to any Sanctions, including by reason of any relationship of direct or indirect ownership or control, or agency with any person described in (i), (ii) or (iii).

Sanctions means any economic, financial or trade sanctions, laws, regulations, embargoes or similar measures enacted, administered, imposed and/or enforced from time to time by any Sanctions Authority and/or any judgment, order or notice from time to time published or otherwise issued in respect of the foregoing (or by any agency of, or guidance on the foregoing from time to time published or otherwise issued from any of foregoing, as amended, supplemented and/or enacted from time to time).

Sanctions Authority means any of the following (or any agency of any of the following):

Screen Rate means, in relation to EURIBOR, the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility and ECA Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

Screen Rate Replacement Event means, in relation to a Screen Rate:

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(A) stating that such relevant Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B) with awareness that any such announcement or publication will engage triggers for fallback provisions in contracts which may be activated by any such pre- cessation announcement or publication;

Second Advance Payment shall have the meaning given to it in the preamble hereto.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Seller shall have the meaning given to it in the preamble hereto (which shall also include the Seller’s Belgrade Branch if the context so requires).

Seller's Belgrade Branch means the Belgrade branch of the Seller, registered with the Companies Registry (Registar privrednih društava) of the Serbian Business Registers Agency (Agencija za privredne registre Republike Srbije) under the name Ogranak ALSTOM Transport SA Beograd, with registered address at Milutina Milankovića 1i, 11000 Belgrade, Serbia and ID number 29511519.

Seller’s Certificate means a certificate delivered by the Seller and attached to a Utilisation Request substantially in the form set out in Schedule 3 (Seller’s Certificate).

Side Letter means the letter dated on or about the date of this Agreement between the Finance Parties and the Borrower.

Signing Date means the date of this Agreement.

Social Matters means all factors related to (i) labor and working condition, human rights, workers’ rights and collective rights, including gender equality and supply chains; (ii) community and occupational health, safety and security, including fire prevention and life safety; (iii) land acquisition and involuntary resettlement; (iv) stakeholder groups including indigenous peoples and disadvantaged or vulnerable groups (if present), consultation and participation of affected parties and social inclusion; (v) architectural, archaeological, and cultural heritage (tangible and intangible), including cultural systems and values, and cultural property and heritage and; (vi) nuisances including noise, traffic, odours, as well as other activities or circumstances that are harmful, unpleasant, or detrimental to third parties.

Starting Point of Repayment means the date falling on the earlier of (i) the date referred to in the taking-over certificate of the works delivered pursuant to the Commercial Contract by the Engineer as the date on which the works to be performed under the Commercial Contract were completed (or the date on which completion of the works under the Commercial Contract is deemed to have occurred in accordance with the terms of the Commercial Contract), (ii) the date falling 68 months after the date of the entry into force of the Commercial Contract, in accordance with Article 3 of the Contract Agreement and (iii) 31 December 2031.

Subsidiary means, in relation to any company or corporation, a company or corporation:

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

T2 means the real time gross settlement system operated by the Eurosystem, or any successor system.

TARGET Day means any day on which T2 is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Total Contract Price means the aggregate of the Contract Basis Price and of the Contract Price Increases.

Total Commitments means the commitments of the Lenders set forth in Schedule 1 (The Original Lenders) being EUR 530,000,000 (five hundred thirty million Euros) at the date of this Agreement to the extent not cancelled or reduced under this Agreement.

Transaction Documents means:

Transfer Agreement means an agreement substantially in the form set out in Schedule 8 (Form of Transfer Agreement) or any other form agreed between the relevant transferor and transferee.

Transfer Date means, in relation to an assignment or a transfer, the later of:

Unpaid Sum means any sum due and payable but unpaid by the Borrower under the Finance Documents.

US means the United States of America.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Request means a notice delivered by the Borrower to the Facility and ECA Agent substantially in the form set out in Schedule 5 (Form of Utilisation Request).

VAT means:

1.2 Construction

1.3 Acknowledgement

The Borrower acknowledges and confirms: