TIMETABLE of MERGERING ACTIVITIES (HEREINAFTER: PLAN) of the COMPANY KORIDORI SRBIJE Ltd

TIMETABLE OF MERGERING ACTIVITIES (HEREINAFTER: PLAN) OF THE COMPANY „KORIDORI SRBIJE Ltd“TO PE„ROADS OF SERBIA“

-PROPOSAL-

Documen ts and Expected activities deadlines for the Serial no. related to documentation Rationale the Activities holders Responsable Note preparation statuscha nge 1. Conclusi All activities necessary The Explanation is an MCTI In accordance on of the for the procedure of July 28th 2014 integral part of this representatives with Item 3 of Governm mergering will be Conclusion from the and relevant Explanation of ent 05 implemented in item 1 of this Plan. stakeholders Conclusion from Number: coordination with the involved in the July 28th 2014: 023- Ministry of process of 1.The Government 8315/206 Construction, Transport merging from 12 is agreed to start 14, from and Infrastructure August should the activities 28 July (MCTI) start to hold necessary for the 2014 meetings with procedure of (hereinaft international mergering er: the financial Corridors of S and Conclusio institutions as well PE Roads of n) as with banks and Serbia. contractors related 2. erbia The to bank Government guaranties. MCTI concludes (that and Public Debt because of the Administration status change) it is should prepare a not necessary draft letter to provide the reports inform the according to the international item 2 of the landers as well as Conclusion. the banks and the 3. MCTI has the National Bank of obligation to Serbia on the coordinate the activities activities necessary for the necessary for the mergering mergering procedure. procedure. 4. It is necessary that Corridors of Serbia and PE Roads of Serbia, without delay, start with preparation of documentation and within 30 days from the adoption of this Conclusion it is necessary prepare the following documentation: 1. Draft Decision on the status change 2. Draft Contract with all documentation in accordance with the Law. 3. Harmonization of the aforementioned Draft Contract in accordance with the Law. Decision onstarting of implemen Corridors of August 15th 2014 tation Serbia has taken "Corridors of Serbia Corridors of activities The proposed legal the decision from Ltd" (CS) and PE Serbia and 2. according basis would be Article the item 2 of the „Roads of September 3rd to the 200, Paragraph 1, Item Plan on August 7th Serbia“(PERS) 2014 PE Roads of Conclusio 22of Company Law 2014 and changes Serbia n of it on August 12th Governm 2014 ent

3. Draft CS and PERS CS and PERS It is important to Contract August 22nd The Board of assess the parallel Directors is preparing the draft Decisions and the draft contract development (CS for adoption, for the and PERS) and Supervisory Board of agree on the text PE Roads of Serbia or of the Draft the Assembly of CS Contract on the society (Article 490 of status change of Company Law). merger, and It shall enter into force prepare it for the by the Decision on the session of the on the status change which is Assembly of status approved by the Corridors of change Assembly of all the 2014 / September Serbia and (Draft companies that 10th 2014 Supervision Board Contract participate in the of Roads of ) process of status Serbia, to make change, namely, by the decision about the date of conclusion the of the contract. In case aforementioned that the date is later and to determine determined, or the the text by the contract does not Decision in front provide this condition, the it shall come into aforementioned force according to the authorities. specified date. (Art. 499 of Company Law) The By the Decision of Decision the authorities: the Proposal: Article 490 of the Assambly of CS Paragraph 1 of the authoritie and the Company Law in s: the Supervision Board connection to the 4. Assambly September 11th CS, PERS of PERS it is CS, PERS Article 200 of the of CS and 2014 determined that Company Law or the the the text of the Article 18 of the Law Supervisi Draft Contract is on Public Enterprises. on Board harmonized. of PERS 5. Founder MCTI (RSZ, MF, RDI, Law on Government, Prepared the Draft (the DJP, MRZBSP, MP Rules of Government, contract with the Republic and other necessary) Company Law. documentation of Serbia September 15th – sent to the or the 20th 2014 proponent MCTI Governm for trail or make ent) the request for the decides opinion of the by the relevant Conclusio Government n (it is authorities. agreed with the harmoniz ed text of Draft Contract on mergerin g determine d by the decision of the authoritie s bodies CS and PERS on status change from the item 4 of the Plan). 6. It is considered that With the Announc MCTI (CS, PERS), September 20th the creditors of the Conclusion from ement / BRA 2014 – October company are Item 5 of the Plan, obligatio 20th 2014 informed of the status the Government n to change by has agreed to publish publication of the publish a Draft the draft draft Contract of the Contract, as it is Treaty on status change. described in item the status (Article. 495, 6 of the Plan. change, Pragraph 6 of on the Company Law) website of CS / PERS and The obligation of SBRA personal creditors` (Serbian notification: Bussines Registers The company is Agency), obliged to send the at the written notice of the latest one implementation status month changes to the creditor before the whose claims are at session of least 2,000,000.00 Assembly dinars equivalent in / any currency at the Superviso middle exchange rate, ry Board on the day of of making publication of Draft the Contract, have to sent Decision written anouncement on the on status change with status the elements from the change Article 491 Paragraph (Article. 2 of the Company 495, Law, no later than 30 Paragraph days before the 1. of session of Assembly Company at which is adopting Law) the Decision on the status change (Article. 497, Paragraph 1 of Company Law) Article 498 Paragraph 1 of the Company Law the Assambly or Supervision Board approve by the Also the Article Decision: Contract on 18, Paragraph 1 status change if this Item 9 of the Law contract is concluded Final on public to the day of the Decision October 22nd – enterprises is 7.* CS and PERS Assembly session. on status 27th 2014 prescribed that the change Supervision Board Draft Contract on makes the status change if this decision on status contract is not change. concluded to the day of the Assembly session.

8. The MCTI (RSZ, MF, RDI, October 27th – Article 18, Paragraph By the Decision on founder DJP, MRZBSP, MP 30th 2014 1, Item 9 of the Law status change is (Republic and other necessary) on Public Enterprises approved the Draft of Serbia) Contract and with givs documentation is forwarded to the approval proponent MCTI to on the send requests for Decision opinions to the from the relevant state item 7 of authorities. the Plan (on final Decision on status change by which is approved Draft Contract on mergerin g). 9. Publicatio MCTI, CS, PERS October 31st 2014 The Deraft Contract Company Law n of the – December 31st will be posted for 60 Draft 2014 consecutive days from Contract the date of the on the approval of the website Government of the of CS, Decisions referred to PERS and in item 7 of this Plan. Agency (Article 495 Paragraph for 2 of the Company Business Law) and the access to Registers the aforementioned drafts must be opened to all interested parties without any obligation of identification and without any compensation. The conclusio n and the entry into November 1st Conclusion of the 10. force of CS/PERS CS/PERS Contract after the 2014 the expiry of 60 days Contract on status change 11. Registrati ABR December 1st – 5th Registration of the This Contract on of the 2014 status change may not shall enter into status be made before the force on the day of changes expiry of 30 days from the conclusion, or the date of entry into the date of force of the Treaty. certification of the (Art. 504, Paragr. 2 of signature of the Company Law) – authorized persons Note: Read the item of the CS and 10 of the Plan PERS, with the condition that the Government previosly has approved the decision of the Supervision Board of the PERS and the decision of the Assambly of the CS on status change by which is approved the text of the Draft Contract. Extraordi nary financial statement Legal entities who It is important to sof the compose the access to the day that extraordinary preparation of precedes financial extraordinary financial the day of statementsare statementsduring the the November 30th – required to implementation of the 12. enrollmen CS December 4th submitted them to registration procedure t of status 2014 the Agency, for of the status change, change publication, although its Lawon within 60 days preparation does not Accounti from the date of affect the registration ng ("Off. reports` process. Gazette compilation of the RS", no. 62/13) Capital estimation Capital have been conducted 13. estimatio in accordance with the March 31st 2015 n Law on Public Enterprises