Uvod i prilozi
APPENDIX 1
Project Description
| LD | 2251 (2025) |
| Borrower | Republic of Serbia |
| Loan Type | Public Sector Financing Facility |
| Loan Amount | EUR 200 000 000 |
| Approval by the CEB’s Administrative Council | 20 November 2025 |
I.
| Sector(s) of action | Urban, rural and regional development |
| Planned Works/Sub- projects | The proposed Public sector Financing Facility aims |
| to co-finance the renovation of local roads in | |
| accordance with the prioritisation methodology | |
| developed during appraisal. | |
| Project activities to be financed include, but are not | |
| limited to: | |
| ● Carriageway widening and roadway | |
| expansion; | |
| ● Pavement rehabilitation and resurfacing; | |
| ● Drainage system improvements; | |
| ● Installation or upgrading of drains and | |
| roadside ditches; | |
| ● Laying new asphalt or replacing existing | |
| layers to improve durability and driving | |
| conditions; | |
| ● Construction or renovation of sidewalks, bike | |
| lanes, pedestrian crossings, and accessibility | |
| features; | |
| ● Traffic safety enhancements; | |
| Location | Across Serbia |
| Final Beneficiaries | Final beneficiaries include the inhabitants of the |
| catchment area directly, and indirectly all individuals | |
| dependent on the functioning local road network | |
| Project Total Cost | EUR 286 000 000 |
| Financing Plan | |
| Schedule of Works/ Eligible Budgetary Years | 2026 - 2029 |
| Closing Date | 30 June 2030 |
II.
| Eligibility Criteria | The CEB finances investments that strengthen |
| resilience and address sources of vulnerability in | |
| communities of all sizes. Contributing to sustainable | |
| and inclusive territorial development, the CEB | |
| partially finances the implementation of multi-sectoral | |
| investment plans in line with local and regional |
III.
| authorities’ development strategies. The CEB | |
| objective is to create inclusive neighbourhoods that | |
| contribute to the well-being of all, including migrants | |
| and refugees. | |
| Investments in construction or rehabilitation of local | |
| infrastructure – such as local roads – contribute to | |
| delivering affordable and sustainable services to | |
| local populations. | |
| Only local roads infrastructure investments included | |
| in the national, regional or municipal budget will be | |
| considered eligible, so long as they respond to the | |
| goals defined in the other points in this section and | |
| are aligned with climate goals and in line with | |
| environmental and social safeguards (ESS) | |
| requirements. Eligible under this Project are local | |
| roads renovation projects selected through a | |
| mutually agreed two-step prioritisation methodology | |
| ensuring maximum social benefits for communities. | |
| The selected local roads will be targeting | |
| municipalities classified in Groups II, III and IV under | |
| Serbia’s 2014 official development regulation. | |
| (UREDBA O UTVRĐIVANJU JEDINSTVENE LISTE | |
| RAZVIJENOSTI REGIONA I JEDINICA LOKALNE | |
| SAMOUPRAVE ZA 2014. GODINU ("Sl. glasnik RS", | |
| br. 104/2014) Priority local road sub-projects in | |
| Group I municipalities may be considered for | |
| financing under the PFF on a case-by-case basis, | |
| provided there is a strong justification based on | |
| social impact (see specific condition below). Lastly, | |
| the Borrower, through the PIE, will apply the | |
| “Methodology for the Assessment of Flood and | |
| Landslide Risks” to the selected local roads, | |
| including the definition of adaptation measures that | |
| will reduce the vulnerability of such roads and ensure | |
| their resilience to floods, landslides, and other | |
| climate-related risks. | |
| Eligible Costs | The investments cost eligible for CEB financing |
| include: | |
| ● The preparatory surveys or studies (technical, | |
| economic or commercial, engineering, | |
| environmental and social impact assessment | |
| and management plans), the technical | |
| supervision of the Project and other Project- | |
| related professional services. These costs | |
| should not exceed 5% of the total cost of the | |
| Project, unless justified. | |
| ● The acquisition or preparation of land that the | |
| Borrower can demonstrate is directly linked to |
| the Project’s implementation, at its purchase | |
| price, unless it has been donated or granted. | |
| ● The installation of basic infrastructure, such | |
| as sewerage, water supply, gas supply, | |
| electricity and telecommunications networks, | |
| waste disposal and waste water treatment, | |
| roads, etc. | |
| ● The purchase of materials, equipment and | |
| machinery, including IT equipment and | |
| software, as well as the related costs linked | |
| to the training of staff. | |
| ● Technical assistance to support the | |
| implementation of the Project. | |
| ● Contingencies for unanticipated costs | |
| (technical and/or price increases) can be | |
| financed by the CEB. These represent | |
| financial coverage for unforeseeable changes | |
| in the quantity of works required, or of unit | |
| prices, in the type and quantity of equipment | |
| to be purchased or in the method of carrying | |
| out the Project. These contingencies may | |
| represent up to 10% of the total cost of the | |
| Project. The percentage of contingencies | |
| may be higher if justified during | |
| implementation. | |
| ● Cost related to professional/vocational | |
| training and public awareness-raising | |
| campaigns may be eligible for CEB financing | |
| taking into account their objectives within the | |
| framework of the Project. | |
| ● The loan cannot cover staff costs (wages and | |
| salaries and other related benefits, such as | |
| pension payments), financial charges and | |
| non-cash items, such as depreciation. Such | |
| costs may however be considered eligible | |
| when they relate to project management or | |
| technical assistance required for project | |
| preparation and implementation. | |
| ● Financial costs (payment and/or refinancing | |
| of debts, interest charges, acquisition of | |
| interest in the capital of an entreprise, etc.) or |
| financial investments cannot be included in | |
| the estimated cost of the Project and cannot | |
| be financed by the CEB. | |
| - VAT and other tax-related costs can be | |
| considered as eligible costs if they are non- | |
| deductible and non-refundable for the | |
| Borrower. | |
| The maintenance of the viability and sustainability of | |
| the public services, including certain categories of | |
| recurrent costs to be determined during appraisal, on | |
| an exceptional basis. | |
| ● For PFFs, eligible expenditures can also | |
| include on-going investment contracts and | |
| maintenance costs excluding staff costs, | |
| financial costs, taxes or non-cash items such | |
| as depreciation. On an exceptional basis, the | |
| PFF may also cover the expenditures needed | |
| to ensure the viability and sustainability of | |
| public services, including certain categories | |
| of recurrent costs identified during appraisal. | |
| Specific Conditions | Priority local road sub-projects in Group I |
| municipalities will be considered for financing under | |
| the PFF on a case-by-case basis, provided there is a | |
| strong justification based on social impact. The | |
| Borrower, through the PIE, should request CEB’s No | |
| Objection prior to their financing. |
| Social impact | The social impact of the Project is expected to be |
| high. | |
| The rehabilitation of 1,200 km of local roads under | |
| the PFF, including the sub-projects that will be | |
| financed with state budget, will improve accessibility | |
| to essential services, strengthen territorial cohesion, | |
| and promote more balanced regional development. | |
| Through the investments, underdeveloped | |
| municipalities will benefit from narrower infrastructure | |
| deficits as well as from the reduction of connectivity | |
| barriers. | |
| Indicators included in Appendix 5 hereto allow to | |
| measure the social impact of the Project. |
IV.
APPENDIX 2
Form of Legal Opinion (Framework Loan Agreement)
[INSERT LETTERHEAD]
Council of Europe Development Bank 55, avenue Kléber 75116 Paris (France)
Attn: Projects Department Cc: Office of the General Counsel
[INSERT DATE]
Re: Framework Loan Agreement between the Council of Europe
Development Bank and the Republic of Serbia (Ref: LD [•])
Dear Sir or Madam,
In my capacity as the Minister of Justice, I hereby submit this opinion in line with the provisions of Article 4.5(a)(i) of the Framework Loan Agreement LD 2251 (2025) between Council of Europe Development Bank and Republic of Serbia, for an amount of 200,000,000 EUR, signed on _____ and effective as of _____ (hereinafter referred to as the "Loan Agreement"). All the terms that are used here, if not otherwise defined, have the same meaning as in the Loan Agreement.
I have reviewed the Loan Agreement and the provisions of the Constitution of the Republic of Serbia (”Official Gazette of the Republic of Serbia” No. 98/2006 and 115/2021), as well as legal documents and other regulations, and I have undertaken other activities that I deemed necessary in order to submit this opinion.
According to the aforementioned, my opinion is as follows:
(a)
Pursuant to the provision of Article 123, Item 1 of the Constitution of the Republic of Serbia, it is provided that the Government shall establish and pursue the policy, and pursuant to the provision of Article 2, Paragraph 1 and Article 43, Paragraph 3 of the Law on Government (”Official Gazette of the Republic of Serbia” No. 55/05, 71/05-corrigendum, 101/07, 65/08, 16/11, 68/12- Constitutional Court, 72/12, 7/14 – Constitutional Court, 44/14 and 30/18-other law) it is provided that the Government shall establish and pursue the policy of the Republic of Serbia, and when it does not pass other acts, the Government adopts conclusions. In line with the referred provisions, the Government at its session held on _______ adopted the Conclusion No: _______, whereby it adopted the Draft Loan Agreement and authorized ______________, to sign the Loan Agreement on behalf of the Government as the representative of the Republic of Serbia;
(b)
Pursuant to the provision of Article 99, Paragraph 1, Item 4 of the Constitution of the Republic of Serbia, it is provided that the National Assembly of the Republic of Serbia ratifies the international treaties when their ratification is provided by law, and subject to the provision under Article 2, Paragraph 1 of the Law on Conclusion and Execution of International Treaties (”Official Gazette of the Republic of Serbia” No. 32/13) which provides that an international treaty shall be a treaty which the Republic of Serbia concludes in written form with one or more countries or one or more international organizations, which is governed by international law. Pursuant to the provision of Article 5, Paragraph 2 of the Law on Public Debt (”Official Gazette of the Republic of Serbia” No. 61/05, 107/09, 78/11, 68/15, 95/18, 91/19 and 149/20) it is provided that the National Assembly of the Republic of Serbia decides on borrowing of the Republic of Serbia by taking long-term loans, borrowing for investment and program projects financing by taking long-term loans, issuing guarantees, and on direct taking over of the liabilities as a debtor under issued guarantee. In line with the stated provisions, the National Assembly of the Republic of Serbia rendered the Law on Ratification of Framework Loan Agreement LD 2251 (2025) between Council of Europe Development Bank and Republic of Serbia, Project Loan (”Official Gazette of the Republic of Serbia - International Treaties”, No. ______);
(c)
There are no other provisions according to which it would be necessary to submit, record or register the Loan Agreement with any court or state authority or organization in order to secure its legality, effectiveness and enforceability;
(d)
The choice of the law set forth in Article 14 of the Loan Agreement, is legally valid and binding on the Borrower under the laws of the Republic of Serbia;
(e)
Pursuant to Article 15 of the Loan Agreement, the arbitration provisions set forth in Chapter 4 of the CEB Loan Regulations shall apply for any claim or dispute between the Republic of Serbia and the Council of Europe Development Bank arising from the Loan Agreement, and any decision of the arbitration tribunal pertaining to the Loan Agreement can be executed in the Republic of Serbia without re-examination or re-litigation of the matters thereby adjudicated. In line with the aforementioned the waiver of immunity pursuant to Article 15 of the Loan Agreement is legally valid and binding;
(f)
No taxes, customs duties, fees or other impositions, including without limitation taxes, fees or other levies for registration or transfers that are applicable in the Republic of Serbia, or any other unit of territorial autonomy or local government, shall be payable in connection with the conclusion or execution of the Loan Agreement, or in connection with the payments that the Republic of Serbia is to make to the Council of Europe Development Bank under the Loan Agreement;
(g)
No exchange control restrictions are in place or consents are required in order to permit the receipt of all amounts to be disbursed under the Loan Agreement and to permit the repayment of the Loan and the payment of interest and all other amounts due under this Loan Agreement;
(h)
The execution of the Loan Agreement did not, and its performance will not violate any norms of the Republic of Serbia or cause any material breach of any agreement or undertaking to which the Republic of Serbia is bound.
In view of everything stated above, I am of the opinion that all conditions that are stipulated by the Constitution, laws and other acts of the Republic of Serbia which could be applied to the Loan Agreement are met, that the provisions of the Loan Agreement are in full force and effect and that the Loan Agreement is legally valid, binding and enforceable in the Republic of Serbia in accordance with its terms.
Yours faithfully,
MINISTER
[●]
[INSERTNAME(S)/TITLE(S)]
APPENDIX 3
DISBURSEMENT REQUEST (TEMPLATE)
LD [•] – [•] Tranche
With reference to the Framework Loan Agreement dated [●] (hereinafter, the “Agreement”) between the Council of Europe Development Bank (hereinafter, the “CEB”) and [BORROWER] (hereinafter, the “Borrower”), the Borrower hereby requests the CEB, in accordance with Sub-clause 4.3(a) of the Agreement, to proceed with the disbursement of a Tranche under the specific terms and conditions set out below.
Terms defined in the Agreement shall have the same meaning herein, unless otherwise specified.
| Currency/Amount1 | [●] | |||||
| Disbursement Date | [●] | |||||
| Principal Repayment Period | [●] years [including a grace period of [●] years] | |||||
| Principal Repayment Date(s) | [●] | |||||
| Maturity Date | [●] | |||||
| Interest Rate | Fixed | Maximum [●] per annum | ||||
| Floating | Reference Rate: | [[●]-month EURIBOR/INSERT ANY OTHER REFERENCE RATE] per annum | ||||
| Spread | Maximum [●] basis points | |||||
| Interest Period | [Quarterly] [Semi-annually] in arrears | |||||
| Interest Payment Dates | The interest payment will take place on [●] every year and for the first time on [●] | |||||
| Day Count Convention | Modified Following Business Day Convention | |||||
| Business Day | [●] | |||||
| Borrower’s Account | Beneficiary’s Name Beneficiary ’s Bank Correspondent Bank (if applicable) | [●] | ||||
| Name | [●] | |||||
| City | [●] | |||||
| SWIFT | [●] | |||||
| IBAN | [●] | |||||
| Reference | [●] | |||||
| Name | [●] | |||||
| City | [●] | |||||
| SWIFT | [●] | |||||
| IBAN | [●] |
For the Borrower [INSERT NAME(S)/TITLE(S)] Date: __________
1 [In case of Sub-Tranches, a separate table shall indicate the Amount, Principal Repayment Period, Principal Repayment Date(s), Interest Rate, Interest Period, Interest Payment Dates for each Sub-Tranche.]
DISBURSEMENT NOTICE (TEMPLATE)
LD [•] – [•] Tranche
In response to your Disbursement Request dated [●] with reference to the Framework Loan Agreement dated [●] (hereinafter, the “Agreement”) between the Council of Europe Development Bank (hereinafter, the “CEB”) and [BORROWER] (hereinafter, the “Borrower”), the CEB hereby notifies to the Borrower, in accordance with Sub-clause 4.3(b) of the Agreement, the terms and conditions of the disbursement of the relevant Tranche.
Terms defined in the Agreement shall have the same meaning herein, unless otherwise specified.
| Currency/Amount2 | [●] | |||
| Disbursement Date | [●] | |||
| Principal Repayment Period | [●] years [including a grace period of [●] years] | |||
| Principal Repayment Date(s) | [●] | |||
| Maturity Date | [●] | |||
| Interest Rate | Fixed | [●] per annum | ||
| Floating | Reference Rate: | [[●]-month EURIBOR/INSERT ANY OTHER REFERENCE RATE] per annum | ||
| Spread | [●] basis points | |||
| Interest Period | [Quarterly] [Semi-annually] in arrears | |||
| Interest Payment Dates | The interest payment will take place on [●] every year and for the first time on [●] | |||
| Day Count Convention | Modified Following Business Day Convention | |||
| Business Day | [●] | |||
| Borrower’s Account | Beneficiary’s Name Beneficiary’s Bank Correspondent Bank (if applicable) | [●] Name [●] City [●] SWIFT [●] IBAN [●] Reference [●] Name [●] City [●] SWIFT [●] IBAN [●] | ||
| CEB’s account | Beneficiary’s Name Beneficiary’s SWIFT Beneficiary’s Bank | Council of Europe Development Bank CEFPFRPP Name Deutsche Bank | ||
2 [In case of Sub-Tranches, a separate table shall indicate the Amount, Principal Repayment Period, Principal Repayment Date(s), Interest Rate, Interest Period, Interest Payment Dates for each Sub-Tranche.]
| City | Frankfurt (Germany) | ||
| SWIFT | DEUTDEFF | ||
| IBAN | DE44 5007 0010 0928 7384 00 |
For the CEB [INSERT NAME(S)/TITLE(S)] Date:__________
APPENDIX 4
Form of Certificate
[INSERT LETTERHEAD]
To: Council of Europe Development Bank
From: [BORROWER]
Date: [NOT EARLIER THAN FIVE (5) BUSINESS DAYS BEFORE THE DISBURSEMENT REQUEST]
Subject: Framework Loan Agreement between Council of Europe Development Bank and [BORROWER] dated [●] (the “Agreement”).
Dear Sir or Madam,
Terms defined in the Agreement have the same meaning when used in this Certificate. For the purposes of Sub-clause 4.5 of the Agreement, we hereby certify to you as follows:
(a)
No Material Adverse Change has occurred, as compared with the situation at the date of signature of the Agreement;
(b)
No Cross-Default Event has occurred;
(c)
None of the Borrower’s Debt Instruments includes loss-of-rating, financial ratios or pari passu provisions that are stricter than any equivalent provision of the Agreement
(d)
The representations and warranties to be made or repeated by us under Clause 8 of the Agreement are true in all respects; in particular, no Security has been granted to a third party in breach of Sub-clause 7.2 of the Agreement; and
(e)
No event or circumstance which could give rise to the early reimbursement, suspension or cancellation of the Loan under the terms of Articles 3.3 (Early reimbursement of disbursed loans), 3.5 (Suspension by the Bank of undisbursed loans) and 3.6 (Cancellation by the Bank of undisbursed loans) of the Loan Regulations has occurred or may reasonably be expected to/is likely to occur.
For the [BORROWER]
[INSERT NAME(S)/TITLE(S)]
PROGRESS / COMPLETION REPORT
TABLE 1: PRIORITISED LIST OF LOCAL ROADS
Please include the priority list with all selection criteria, based on the selection methodology of 3 September 2025 agreed with CEB, including climate resilience check
(Reporting
Progress
Renovation
period
APPENDIX
/Completion
________
of
Local
5
Roads
–
Report
_________)
PROGRESS / COMPLETION REPORT
LD _____________, Serbia, Local roads renovation
CEB Sector: Urban, rural and regional development Reporting cut-off date:
TABLE 2: PRIORITISED LIST OF LOCAL ROADS FINANCED UNDER LD _______, Financial Data
DISTRICT &
SUBPROJECT DISCRIPTION FINANCIAL DATA (estimated costs, contracted, spent, forecasted)
MUNICIPALITY
Pro n j r ect d S is t t a r t i e ct Mun & i c C i i p t a y litySub-project name S (m ta m rt / d yy a y te y ) E (m nd m d /y a y te yy) P s (y u r e o b s j j / e e n c c t o t ) to EIA le R ( n k o m g a t d ) h w R ( i o m d a t ) d h D o e f v & m e l l e c o u v i p t n e i m i e l c s i e p n . t Population A to c S c e e e s r s s v s e i i b c n e i t l s i i t a y l Road quality p % r o w g o re rk s s s w E o s r t ( k i R m s S a v D t a ) e lu d e w E o s r t k i E m s U a v R t a e lu d e Amoun ( t R c S o D n ) tractedAmoun ( t E U co R n )1 tracted spe A n ( m t R o S in D u 2 n ) 0 t 26 spe A n ( m E t U o in R u ) 2 n 2 0 t 26 Amou ( n 2 R t 0 S 2 s D p 7 ) ent in Amou ( n E 2 U t 0 2 R sp 7 )2 ent in Amou ( n 2 R t 0 S 2 s D p 8 ) ent in Amou ( n E 2 U t 0 2 R sp 8 )2 ent in Amou ( n 2 R t 0 S 2 s D p 9 ) ent in Amou ( n E 2 U t 0 2 R sp 9 )2 ent in TOTA s ( L R p A e SD n m t ) ount TOTA s ( L E p U A en R m t ) ount finan C c E ( e E B d U l a R o m ) an ount fin S a t n a c t ( e e E d U b a u R m d ) g o e u t n t t A o n m e b x o e t u s 1 ( n p R 2 t e S m p n D l t o ) a i n n n n t t h e h s d e t A o n m e b x o e t u s 1 ( n p E 2 t e U m p n R l t o ) a i n n n n t t h e h s d e p m t s l h a p o e A n e n n n n m e C t e t x E h o d t B i s n u 1 f t n l r t o 2 o t o h a b m e n e p m s la p t o A n e h n n n n m e e t e t x h s o d t i s t n u a 1 f t n r t t o 2 t o e h b m e e
(EUR) budget (EUR)
TOTAL
CEB loan max 70%
Sources of financing NB: CEB loan financing share max 70% of total spend
Government 1 Exchange rate at the date of signature 2 Exchange rate at the date of payment
PROGRESS / COMPLETION REPORT
TABLE 3 - PROCUREMENT PLAN
COUNTRY: Date:
PROJECT:
NAME:
BORROWER: Net of VAT
Expected
Review by the Expected Expected Date of Estimated
Contract Contracted Estimated Number of Procurement Domestic Date of Bid Completion
Ref. No. Financed by Bank (PRIOR Date of Bid Date of Bid Contract Completion Type Filter
Description Value EURO Cost EURO Lots Method Preference Launching for Date
/ POST) Opening Evaluation Signature Date
Short-listing
PROGRESS / COMPLETION REPORT
TABLE 5 - Global overview / Indicators
| LD _____________, Serbia, Local roads renovation | ||||||||
| NB: The information below can be presented as pivot tables | ||||||||
CEB Sector: Urban, rural and regional development
Breakdown per development level and municipality
| Municipality & City | Nr of subprojects | Road length renovated (km) | Population with improved access to essential services | Total estimated in EUR | Total contracted in EUR | Total paid in EUR | ||
| Road surface quality prior to the rehabilitation | Road length reconstructed (km) | |||||||
| Poor (Clear deterioration; mostly passable, difficulties in adverse weather) | ||||||||
| Poor–Medium poor (Medium deterioration; surface defects; reduced comfort; occasional closures) | ||||||||
| Medium Poor (Visible damage in road structure; potential disruption in adverse weather; risky for vehicles; priority rehabilitation required) | ||||||||
| Medium Poor – Significantly poor (Extensive road failures; potential seasonal closures; potential unsafe in some parts; urgent rehabilitation required.) | ||||||||
| Significantly poor - (Roads significantly degraded or unpaved roads; problematic driving conditions; unsafe; immediate rehabilitation required) | ||||||||
| Distance to essential services | Road length reconstructed (km) | Population | ||||||
| < 3 km - Close to essential services | ||||||||
| 3–6 km - Relatively good access | ||||||||
| > 6–9 km - Moderate distance | ||||||||
| > 9–12 km - Long distance areas | ||||||||
| > 12 km - Remote areas | ||||||||
| Additional Indicators | Result | |||||||
| Kilometres of unpaved roads upgraded to all season-access; | ||||||||
| Kilometres of road sections requiring moderate climate protection measures; | ||||||||
| Average cost (EUR/km) of road sections requiring moderate climate protection measures |
Total paid
Development level (GDP) from the CEB
loan
Group II - Moderate undeveloped municipalities and cities with a level of development ranging from 80% to 100% of the national average
Subtotal II
Group III Medium underdeveloped municipalities and cities with a level of development ranging from 60% to 80% of the national average
Subtotal III
Group IV Highly underdeveloped municipalities and cities with a level of development below 60% of the national average
Subtotal IV
TOTAL