GUARANTEE AGREEMENT

EPS VLASINSKE HYDROPOWER PLANT REHABILITATION BETWEEN THE REPUBLIC OF SERBIA AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

("Off. Herald of RS - Treaties", No. 1/2025)

(Operation Number 54355)

Dated 22 November 2024

TABLE OF CONTENTS

ARTICLE I ‒ STANDARD TERMS AND CONDITIONS; DEFINITIONS	1
Section 1.01. Incorporation of Standard Terms and Conditions	1
Section 1.02. Definitions	1
Section 1.03. Interpretation	2
ARTICLE II ‒ GUARANTEE; OTHER OBLIGATIONS	2
Section 2.01. Guarantee	2
Section 2.02. Project Completion	2
Section 2.03. Other Obligations	2
Section 2.04. Effectiveness of the Guarantee	3
ARTICLE III ‒ MISCELLANEOUS	3
Section 3.01. Notices	3
Section 3.02. Legal Opinion	3

GUARANTEE AGREEMENT

AGREEMENT dated 22 November 2024 between THE REPUBLIC OF SERBIA (the "Guarantor") and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank").

PREAMBLE

WHEREAS, the Guarantor and JSC Elektroprivreda Srbije Belgrade (formerly known as Javno Preduzeće "Elektroprivreda Srbije" Beograd)have requested assistance from the Bank in the financing of part of the Project;

WHEREAS, pursuant to a loan agreement dated the date hereof between JSC Elektroprivreda Srbije Belgrade as Borrower and the Bank (the "Loan Agreement" as defined in the Standard Terms and Conditions), the Bank has agreed to make a loan to the Borrower in the amount of EUR67,000,000 (sixty-seven million Euros), subject to the terms and conditions set forth or referred to in the Loan Agreement, but only on the condition that the Guarantor guarantees the obligations of the Borrower under the Loan Agreement as provided in this Agreement; and

WHEREAS, the Guarantor, in consideration of the Bank entering into the Loan Agreement with the Borrower, has agreed to guarantee such obligations of the Borrower.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

STANDARD TERMS AND CONDITIONS; DEFINITIONS

Section 1.01. Incorporation of Standard Terms and Conditions

All of the provisions of the Bank’s Standard Terms and Conditions dated 5 November 2021 are hereby incorporated into and made applicable to this Agreement with the same force and effect as if they were fully set forth herein, subject, however, to the modifications set out in the Loan Agreement.

Section 1.02. Definitions

Wherever used in this Agreement (including the Preamble), unless stated otherwise or the context otherwise requires, the terms defined in the Preamble have the respective meanings given to them therein, the terms defined in the Standard Terms and Conditions and the Loan Agreement have the respective meanings given to them therein and the following term has the following meaning:

"Guarantor’s Authorised Representative"

means the Minister of Finance of the Guarantor.

Section 1.03. Interpretation

In this Agreement, a reference to a specified Article or Section shall, except where stated otherwise in this Agreement, be construed as a reference to that specified Article or Section of this Agreement.

ARTICLE II

GUARANTEE; OTHER OBLIGATIONS

Section 2.01. Guarantee

The Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of any and all sums due under the Loan Agreement, whether at stated maturity, by acceleration or otherwise, and the punctual performance of all other obligations of the Borrower, all as set forth in the Loan Agreement.

Section 2.02. Project Completion

Whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of the Project, the Guarantor shall promptly take measures satisfactory to the Bank to provide the Borrower, or cause the Borrower to be provided, with such funds as are needed to meet such expenditures and requirements.

Section 2.03. Other Obligations

(a) The Guarantor shall exempt from taxes (including, without limitation, VAT) and duties (including, without limitation, any customs duties) all goods, works and services (including consultancy services), procured by the Borrower for the Project and financed from the proceeds of the Loan or any technical cooperation funds made available by the Bank, or provide for their reimbursement.

(b) The Guarantor shall ensure that appropriate state budget allocations are made and maintained in sufficient amounts to cover the payment obligations arising under the Loan Agreement and this Agreement in a timely manner, so as to ensure the punctual performance of the obligations under the Loan Agreement and this Agreement.

Section 2.04. Effectiveness of the Guarantee

This Agreement shall become effective in accordance with Article 9.01 of the Standard Terms and Conditions.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notices

Notices shall meet the language requirements of Section 10.04 of the Standard Terms and Conditions. The following addresses are specified for purposes of Section 10.01 of the Standard Terms and Conditions, except that any notice shall be deemed to be delivered if by hand, mail, or in pdf or similar format by electronic mail:

For the Guarantor:
Ministry of Finance of the Republic of Serbia
20 Kneza Miloša Street
11000 Belgrade
Serbia
Attention: Minister of Finance
Email: kabinet@mfin.gov.rs

For EBRD:
European Bank for Reconstruction and Development
Five Bank Street
London E14
United Kingdom
Attention: Banking Services / Operation No. 54039
Telephone: +44 20 7338 6000
Email: bankingservices @ebrd.com

Section 3.02. Legal Opinion

For purposes of Section 9.03(b) of the Standard Terms and Conditions and in accordance with Section 6.02 of the Loan Agreement, the opinion of counsel shall be given on behalf of the Guarantor by the Minister of Justice.

IN WITNESS WHEREOF the parties hereto, acting through their duly authorised representatives, have caused this Agreement to be signed and delivered in five (5) copies as of the day and year first above written.

REPUBLIC OF SERBIA
By:	______________________________
	Name: Siniša Mali
	Title: First Deputy Prime Minister and Minister of Finance
EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
By:	______________________________
	Name: Matteo Colangeli
	Title: Director, Regional Head of Western Balkans