LOAN AGREEMENT

(PAMBUKOVICA DAM PROJECT) BETWEEN THE REPUBLIC OF SERBIA AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

("Off. Herald of RS - Treaties", No. 5/2026)

EXECUTION COPY
(Operation Number 53846)

Dated 9 April 2026

TABLE OF CONTENTS

ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS	2
Section 1.01. Incorporation of Standard Terms and Conditions	2
Section 1.02. Definitions	2
Section 1.03. Interpretation	3
ARTICLE II - PRINCIPAL TERMS OF THE LOAN	3
Section 2.01. Amount and Currency	3
Section 2.02. Other Financial Terms of the Loan	3
Section 2.03. Drawdowns	4
ARTICLE III - EXECUTION OF THE PROJECT	4
Section 3.01. Other Affirmative Project Covenants	4
ARTICLE IV - SUSPENSION; ACCELERATION; CANCELLATION	5
Section 4.01. Suspension	5
Section 4.02. Acceleration of Maturity	5
ARTICLE V - EFFECTIVENESS	6
Section 5.01. Conditions Precedent to Effectiveness	6
Section 5.02. Conditions Precedent to First Drawdown	6
Section 5.03. Conditions Precedent to First Drawdown under Schedule 2 Category 1	6
Section 5.04. Legal Opinions	7
Section 5.05. Termination for Failure to Become Effective	7
ARTICLE VI - MISCELLANEOUS	7
Section 6.01. Notices	7
SCHEDULE 1 - DESCRIPTION OF THE PROJECT	11
SCHEDULE 2 - CATEGORIES AND DRAWDOWNS	12

LOAN AGREEMENT

AGREEMENT dated 9 April 2026 between THE REPUBLIC OFSERBIA, represented by the Minister of Finance, on behalf of the Government as representative of the Republic of Serbia (the "Borrower") and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank").

PREAMBLE

WHEREAS, the Bank has been established to provide financing for specific projects to foster the transition towards open market-oriented economies and to promote private and entrepreneurial initiative in certain countries committed to and applying the principles of multiparty democracy, pluralism and market economics;

WHEREAS, the Borrower intends to implement the Project as described in Schedule 1 which is designed to assist in constructing and operating of a multipurpose dam and reservoir infrastructure at Pambukovica village, Western Serbia, to enhance flood protection, enable future irrigation development, and improve climate resilience in the Kolubara River basin;

WHEREAS, the Project will be carried out by "Srbijavode" d.o.o. (the "Project Entity") with financial assistance from the Borrower and with the participation of the Ministry of Agriculture, Forestry and Water Management of the Republic of Serbia, acting through the Republic Water Directorate of the Republic of Serbia (the "Beneficiary");

WHEREAS, the Borrower has requested assistance from the Bank in financing the Project;

WHEREAS, the Bank (i) has arranged the following technical cooperation funds, on a grant basis, from: (A) the Austrian Municipal Infrastructure Fund, to assist the Borrower in conducting a gap analysis to assess the existing documentation for development of the Project against the requirements of the Bank’s Environmental and Social Policy, in an amount of up to EUR 64,262; (B) the Bank’s Shareholder Special Fund, to assist the Borrower in conducting an independent review of environmental, technical and social studies and associated documents for public disclosure for Category A projects, in an amount of up to EUR 232,200; and (ii) shall arrange the Bank’s Shareholder Special Fund or other donor funds to assist the Borrower in engaging an independent lenders’ advisor for environmental, social and technical matters, in an amount of up to EUR 1,600,000 million; and

WHEREAS, the Bank has agreed on the basis of, inter alia, the foregoing to make a loan to the Borrower in the amount of EUR 66,000,000, subject to the terms and conditions set forth or referred to in this Agreement and in the project agreement dated on or about the date hereof between the Project Entity, the Beneficiary and the Bank (the "Project Agreement", as defined in the Standard Terms and Conditions.

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 1 May 2025 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 following modifications (such provisions as so modified are hereinafter called the "Standard Terms and Conditions"):

(a) Each of the Project Entity and the Beneficiary (as each defined above) shall, for the purposes of the Standard Terms and Conditions, be deemed to constitute a "Project Entity".

Section 1.02. Definitions

Wherever used in this Agreement (including the Preamble and Schedules), 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 have the respective meanings given to them therein and the following terms have the following meanings:

"Borrower’s Authorised Representative"	means the Minister of Finance of the Republic of Serbia of the Borrower, or any other person duly authorised by the Borrower’s Government as may be notified in writing by the Borrower to the Bank from time to time.
"ClientNet"	means the Bank’s online portal for the transmission of documents and information between the Bank and its clients, and any replacement website as the Bank may from time to time notify the Borrower.
"Enforcement Policy and Procedures"	means the Bank’s Enforcement Policy and Procedures dated 4 October 2017.
"Last Availability Date"	means the date as specified in Section 2.02.(f).
"Loan Currency"	means the Euro.
"Project"	means the project as described in Schedule 1.
"Project Agreement"	means a project agreement between the Bank, the Beneficiary and the Project Entity, as such agreement can be amended from time to time.

Section 1.03. Interpretation

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

ARTICLE II

PRINCIPAL TERMS OF THE LOAN

Section 2.01. Amount and Currency

The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, the amount of EUR 66,000,000.

Section 2.02. Other Financial Terms of the Loan

(a) The Minimum Drawdown Amount shall be EUR 100,000.

(b) The Minimum Prepayment Amount shall be EUR 1,000,000.

(d) The Interest Payment Dates shall be 15 May and 15 November of each year.

(e) (1) The Borrower shall repay the Loan in 22 equal (or as nearly equal as possible) semi-annual instalments on 15 May and 15 November of each year, with the first Loan Repayment Date being 15 May 2030 and the last Loan Repayment Date 15 November 2040.

(2) Notwithstanding the foregoing, in the event that (i) the Borrower does not draw down the entire Loan amount prior to the first Loan Repayment Date specified in this Section 2.02.(e), and (ii) the Bank extends the Last Availability Date specified in Section 2.02.(f) below to a date which falls after such first Loan Repayment Date, then the amount of each drawdown made on or after the first Loan Repayment Date shall be allocated for repayment in equal amounts to the several Loan Repayment Dates which fall after the date of such drawdown (with the Bank adjusting the amounts so allocated as necessary so as to achieve whole numbers in each case). The Bank shall, from time to time, notify the Borrower of such allocations.

(f) The Last Availability Date shall be the date falling on the fourth anniversary of the signing of this Agreement, or such later date that the Bank may in its discretion establish and notify to the Borrower. Any extension of the Last Availability Date will be effected through the means of exchange of letters between the Bank and the Borrower in accordance with Section 3.01(a) of the Standard Terms and Conditions.

(g) The rate of the Commitment Charge shall be 0.5% per annum.

(h) The Loan is subject to a Variable Interest Rate. Notwithstanding the foregoing, the Borrower may, as an alternative to paying interest at a Variable Interest Rate on all or any portion of the Loan then outstanding, elect to pay interest at a Fixed Interest Rate on such portion of the Loan in accordance with Section 3.04(c) of the Standard Terms and Conditions.

Section 2.03. Drawdowns

(a) The Available Amount may be drawn down from time to time in accordance with the provisions of Schedule 2 to finance (1) expenditures made (or, if the Bank so agrees, to be made) in respect of the reasonable cost of goods, works and services required for the Project, and (2) the Front-end Commission.

(b) The Borrower hereby authorises the Bank to draw down from the Available Amount an amount equal to the Front-end Commission and pay to itself the Front-end Commission on behalf of the Borrower.

ARTICLE III

EXECUTION OF THE PROJECT

Section 3.01. Other Affirmative Project Covenants

In addition to the general undertakings set forth in Articles IV and V of the Standard Terms and Conditions, the Borrower, acting through the Beneficiary, shall, unless the Bank otherwise agrees:

(a) Cause all goods, works and services financed out of the proceeds of the Loan to be used exclusively for the purposes of the Project;

(b) Delegate to the Project Entity the day-to-day management of the Project, including without limitation, consolidated financial and procurement management;

(c) Support, cause and enable the Project Entity to perform all of its obligations under the Project Agreement, including without limitation, its obligations relating to:

(1) establishment and operation of a project implementation unit as provided for in Section 2.02 of the Project Agreement;

(2) procurement of goods, works and services as well as consultancy services from the Project as provided for in Section 2.03 of the Project Agreement;

(3) environmental and social matters as provided for in Section 2.04 of the Project Agreement;

(4) employment and use of consultants to assist in the implementation of the Project as provided for in Section 2.05 of the Project Agreement;

(5) preparation and submission of reports on matters relating to the Project and to the Project Entity’s operations as provided for in Section 2.06 of the Project Agreement;

(6) maintenance of procedures, records and accounts, preparation, auditing and submission to the Bank of financial statements and furnishing to the Bank any other relevant information relating to the Project or the Project Entity’s operations; and

(7) compliance with all covenants regarding financial and operational aspects of the Project and the Project Entity as provided for in Sections 3.01, 3.02, 3.03 and 3.04 of the Project Agreement;

(d) Use its best effort to provide or cause to be provided, when requested, all governmental licenses, approvals or consents required for the financing and carrying out the Project, and for the conduct of its business, including approvals and licenses necessary including the rights of way and other land-use rights required for the Project;

(e) Take, or cause to be taken, all additional action necessary to provide adequate funds for the completion of the Project, including, in particular, the government contributions, if required, in the form and to the extent agreed at such time; and

(f) 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 Project Entity for the Project and financed from the proceeds of the Loan.

ARTICLE IV

SUSPENSION; ACCELERATION; CANCELLATION

Section 4.01. Suspension

The following are specified for purposes of Section 7.01(a)(xvii) of the Standard Terms and Conditions:

(a) The legislative and regulatory framework applicable to the irrigation and construction sector in the territory of the Borrower shall have been amended, suspended, abrogated, repealed or waived in a manner other than as approved by the Bank in writing;

(b) The Statutes shall have been amended, suspended, abrogated, repealed or waived; and

Section 4.02. Acceleration of Maturity

The following are specified for purposes of Section 7.06(f) of the Standard Terms and Conditions:

(a) any event specified in Section 4.01 shall have occurred and shall have continued without remedy for thirty (30) days after notice thereof shall have been given by the Bank to the Borrower.

ARTICLE V

EFFECTIVENESS

Section 5.01. Conditions Precedent to Effectiveness

The following are specified for purposes of Section 9.02(c) of the Standard Terms and Conditions as additional conditions to the effectiveness of this Agreement and the Project Agreement:

(a) ratification of this Agreement by the Parliament of the Republic of Serbia and publication of such ratification in the Official Gazette of the Republic of Serbia;

(b) the Project Agreement, in form and substance satisfactory to the Bank, has been executed and delivered; and

(c) each of the opinions specified in Section 5.04 of this Agreement has been delivered to the Bank in a form and substance satisfactory to the Bank.

Section 5.02. Conditions Precedent to First Drawdown

The obligation of the Bank to make the first Drawdown under this Agreement shall be subject to the prior fulfilment, in form and substance satisfactory to the Bank, or at the sole discretion of the Bank, the waiver, whether in whole or part and whether subject to conditions or unconditional, of each of the conditions precedent:

(a) The Bank shall have received satisfactory evidence that the Borrower, acting through the Beneficiary and Project Entity, has established a Project Implementation Unit (as set out in the Project Agreement) with adequate resources and suitably qualified personnel, and it is operational;

(b) The Bank shall have received satisfactory evidence that the Project Entity has appointed suitably qualified consultants to support the Project implementation; and

(c) the Bank shall have received, in form and substance satisfactory to the Bank, any other conditions precedent the Bank may, at its sole discretion, reasonably require.

Section 5.03. Conditions Precedent to First Drawdown under Schedule 2 Category 1

The obligation of the Bank to make the first Drawdown under Schedule 2 Category 1 shall be subject to the prior fulfilment, in form and substance satisfactory to the Bank, or at the sole discretion of the Bank, the waiver, whether in whole or part and whether subject to conditions or unconditional, of each of the conditions precedent:

(a) The Bank has confirmed to the Borrower that it is satisfied with the Borrower’s (acting through the Beneficiary and Project Entity) compliance with the Environmental and Social Action Plan (as set out in the Project Agreement); and

(b) The Bank shall have received satisfactory evidence that the Borrower, acting through the Beneficiary and Project Entity, has appointed supervision consultants (as set out in the Project Agreement).

Section 5.04. Legal Opinions

(a) For purposes of Section 9.03(a) of the Standard Terms and Conditions, the opinion shall be given on behalf of the Borrower by the Minister of Justice, confirming that this Agreement has been duly authorised by the Borrower and constitutes a valid and legally binding obligation of the Borrower enforceable in accordance with its terms.

(b) For purposes of Section 9.03(c) of the Standard Terms and Conditions, the opinion shall be given on behalf of the Project Entity by the head of its legal department confirming that the Project Agreement has been duly authorised by the Project Entity and constitutes valid and legally binding obligations of the Project Entity enforceable in accordance with its terms.

(c) For purposes of Section 9.03(a) of the Standard Terms and Conditions, the opinion shall be given on behalf of the Beneficiary by the Minister of Justice, confirming that the Project Agreement has been duly authorised by the Beneficiary and constitutes a valid and legally binding obligation of the Beneficiary enforceable in accordance with its terms.

Section 5.05. Termination for Failure to Become Effective

The date 180 days after the date of this Agreement is specified for purposes of Section 9.04 of the Standard Terms and Conditions.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Notices

(a) 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 Borrower:
Ministry of Finance of the Republic of Serbia
20 Kneza Miloša street
11000 Belgrade
The Republic of Serbia
Attention: Minister of Finance
Email: kabinet@minfin.gov.rs
For EBRD:
European Bank for Reconstruction and Development
5 Bank Street
London E14 4BG
United Kingdom
Attention: Banking Services / Operation No. 53846
Telephone: +44 20 7338 6000
Email: bankingservices@ebrd.com

(b) The Bank may invite the Borrower to register to use ClientNet or another form of electronic communication and, if the Borrower and the Bank agree to use ClientNet or such other form of electronic communication, any notice, application or other communication from the Borrower to the Bank or from the Bank to the Borrower (other than any notice, application or other communication that is required by this Agreement or the Project Agreement to be in an original, certified or hard copy), may, subject to the terms and conditions of ClientNet or such other form of electronic communication, be given or made by posting such notice, application or other communication on ClientNet or sent in accordance with the terms agreed concerning such other form of electronic communication.

(c) Any notice, application or other communication delivered by hand, airmail or facsimile transmission or via ClientNet or another agreed form of electronic communication will only be effective when actually received (or made available) in readable form, provided that any notice, application or other communication that is received (or made available) after 5:00 p.m. in the place in which the party to whom the relevant notice, application or communication is sent has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(d) Promptly following the execution of the Agreement, the Borrower, Beneficiary, and the Project Entity shall indicate to the Bank the names, titles and email addresses of the persons designated as the initial contacts of the Borrower for purposes of any invitation the Bank may send to the Borrower regarding ClientNet in the form of the table below.

*Name*	*Title*	*E-mail address*	*Language - English, Russian, French*

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives, have caused this Agreement to be signed in four copies in the English language and delivered at Belgrade, the Republic of Serbia as of the day and year first above written.

THE REPUBLIC OF SERBIA
By: ______________________________
Name: Siniša Mali
Title: First Deputy Prime Minister, Minister of Finance

EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
By: ______________________________
Name: Jelena Čeperković
Title: Associate Director, Deputy Head Serbia

Schedule 1

DESCRIPTION OF THE PROJECT

1. The purpose of the Project is to assist the Borrower in construction and operation a multipurpose dam and reservoir infrastructure at Pambukovica village, Western Serbia, to enhance flood protection, enable future irrigation development, and improve climate resilience in the Kolubara River basin.

2. The Project consists of the following Parts, subject to such modifications thereof as the Bank and the Borrower may agree upon from time to time:

Part A: Civil works: construction of the Pambukovica earth embankment dam on the Ub River, including associated infrastructure, and reservoir formation.

Part B: Engagement of suitably qualified consultants to assist in procurement, project implementation support, and Environmental and Social Action Plan (ESAP) implementation.

Part C: Appointment by the Project Entity of an independent engineer to supervise construction works, and technical compliance monitoring.

Part D: Appointment by the Project Entity of an independent dam safety consultants ("Panel of Experts").

3. The Project is expected to be completed by 31 December 2030.

Schedule 2

CATEGORIES AND DRAWDOWNS

1. The table attached to this Schedule sets forth the Categories, the amount of the Loan allocated to each Category and the percentage of expenditures to be financed in each Category.

2. Notwithstanding the provisions of paragraph 1 above, no Drawdown shall be made in respect of expenditures incurred prior to the Effective Date.

3. The Bank shall be entitled to draw down on behalf of the Borrower and pay to itself, as and when due, the Front-end Commission.

Attachment to Schedule 2

Category	Amount of the Loan in (EUR)	Percentage of Expenditures to be Financed
(1) Part A: Civil works: construction of the Pambukovica earth embankment dam on the Ub River, including associated infrastructure, and reservoir formation	59,740,000	100% (excluding VAT, custom duties and other taxes)
(2) Part B, C and D: Support in project implementation, procurement, supervision of construction works and technical compliance monitoring and appointment a consultants	5,600,000	100% (excluding VAT, custom duties and other taxes)
(3) Front-end Commission	660,000	100%
Total Loan	66,000,000