Republic of Slovenia, Ministry of Economic Development and Technology, Kotnikova 5, 1000

Republic of Slovenia, Ministry of Economic Development and Technology, Kotnikova 5, 1000 Ljubljana, represented by the Minister of Economic Development and Technology Zdravko Počivalšek (hereinafter: Ministry) Tax ID number: 43159290 Company number: 2399245000 and yx (hereinafter: foreign investor) and qw (hereinafter: project company)

hereby conclude the following

CONTRACT No. Project no. in NRP:

about the granting of the financial incentive for the xy investment project

LEGAL BASIS

Article 1

The contract shall be concluded on the basis of the budget of the Republic of Slovenia for 20xy (Official Gazette of the Republic of Slovenia, No. yx), the Implementation of the Republic of Slovenia Budget for 20yx and 20yx Act (Official Gazette of the Republic of Slovenia, No. yx), the Public Finance Act (Official Gazette of the Republic of Slovenia, nos. 11/11-UPB4 (14/2013 corr.), 101/13, 55/15 - ZFisP and 96/15 – ZIPRS1617), the Promotion of Foreign Direct Investment and Internationalisation of Enterprises Act (Official Gazette of the Republic of Slovenia, nos. 107/2006-UPB1, 11/2011, 57/2012 and 17/15), hereinafter: the Act, Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in the application of Articles 107 and 108 of the Treaty (Text with EEA relevance) (OJ L 187, 26.6.2014, pp. 1-78), the Decree on financial incentives for foreign direct investment (Official Gazette of the Republic of Slovenia, No. 62/2014), and the decision of the Government of the Republic of Slovenia, No. yx of yx,

The Contract shall be charged to budget item 534310: Encouraging foreign investments. Project no. in NRP: yx.

SUBJECT OF THE CONTRACT

Article 2

With this Contract, the foreign investor and the project company undertake to implement the“yx“ investment project that was applied to the Ministry on yx, case no. yx, including all amendments, of

1 yx, case no. yx,… by the foreign investor, company yx, and the Ministry undertakes to co-finance a part of the eligible costs of the project company. With this Contract, the Parties determine mutual rights and obligations regarding the co-financing of the eligible costs of the investment project.

On the basis of this Contract, the eligible costs of the investment regarding the implementation of the applied investment project carried out by the foreign investor and the project company in the Republic of Slovenia shall be co-financed. Within the stated activities, the following eligible costs incurred during the project which is the subject of the incentive shall be co-financed: costs of material investments, i.e. investments in tangible fixed assets: list according to the specific investment project, costs of immaterial investments, i.e. investments in intangible fixed assets: list according to the specific investment project, and costs related to the creation of new jobs: list according to the specific investment project.

Eligible costs shall not include the costs of the purchase of passenger, cargo, and multi-purpose vehicles, VAT, land use change compensation, and other charges (except the public utilities charge, which is an eligible cost).

The purchase of tangible fixed assets shall only be considered an eligible cost if it includes the purchase of new tangible fixed assets. The purchase of land may represent a maximum of 25 per cent of the declared eligible costs. The purchase of lands and buildings shall not constitute an eligible cost except in cases of the purchasing of lands and buildings between relatives of the first, second, and third order of succession or between a natural person who is a sole trader and his/her company or between partners in a company and the company. The costs of leasing land and buildings also constitute eligible costs of material investments, but in this case the lease agreement must be concluded for at least five/three years after the expected date of the conclusion of the project. The costs of a lease in the form of a financial lease with the obligation of the purchase of assets following the termination of the agreement shall be taken into account when leasing equipment. The lease must be carried out according to market conditions.

The purchase of intangible fixed assets shall constitute an eligible cost only if  they are used only in the company that is the project company of the incentive; and  they are treated as depreciable assets; and  they are bought from a third party who is not liaised with the company according to market conditions; and  they are part of the company's fixed assets, and remain linked to the project to which aid has been granted for at least five/three years; and  they amount to a maximum of 30 per cent of eligible costs of the total investment.

Eligible costs of new jobs, which must be created directly with the investment project, shall be taken into account for a period of up to two years, and must actually be paid by the project company regarding the related employment (i.e. the costs of gross salaries before taxes, and compulsory social security contributions).

The Contracting Parties agree that the approval of the investment project does not mean the approval of the co-financing of individual eligible costs according to the bases defined in paragraph two of this Article. The justification for co-financing shall be verified by the Ministry within the scope of the annual assessment of applications for co-financing in the manner and with the dynamics as determined in this Contract, particularly by taking into account the Decree on financial incentives for foreign direct investment (Official Gazette of the Republic of Slovenia, No. 62/2014), and Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (Text with EEA relevance) (OJ L 187, 26.6.2014).

2 The level of co-financing of eligible costs regarding the investment project amounts to x per cent of the amount of the disclosed eligible costs.

In view of the provisions of the applicable Decree on the regional aid map for 2014-2020, the regional aid map shall be determined for the whole territory of Slovenia. Area “a”, where the economic conditions are extremely unfavourable in comparison with the EU as a whole, shall be determined on the regional aid map as the whole territory of territorial unit NUTS2 Slo1 Eastern Slovenia. Area “c”, where the economic conditions are favourable in comparison with the EU as a whole, shall be determined on the regional aid map as the whole territory of territorial unit NUTS2 Slo 2 Western Slovenia. Part of area “x” is also the project that is the subject of this financial incentive.

In accordance with Annex I of Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (OJ L 187, 26.6.2014), a large/medium-sized/small/micro company shall be deemed a project company.

CONTRACT VALUE

Article 3

The contract value shall amount to EUR yx (hereinafter: financial incentive). The investment project shall be co-financed in an amount that does not exceed the contract value, which is not more than x per cent of the value of the disclosed eligible costs referred to in paragraphs two to six of Article 2 of this Contract.

The Ministry shall transfer a part of the contractual obligation referred to in paragraph one of this Article 2 in the maximum amount of EUR yx in 20xy, and the remaining value in the maximum amount of EUR yx in 20xy.

For the project company, the transfer shall be non-refundable, and shall constitute a form of state aid according to the “Financial incentives for foreign direct investments—regional aid” (scheme no.: BE01-2399245-2014).

The financial incentive granted shall be earmarked, and the project company may use it in accordance with the conditions from this Contract and for eligible costs incurred during the implementation of the project referred to in Article 2 of this Contract. The non-intended use of the financial incentive received at any time during the implementation of the Contract (e.g. conclusion of deposit transactions in a commercial bank for the advanced payment, conclusion of credit contracts) shall not be permitted. Property, buildings, and other assets must be used for the purposes of the project. The Ministry shall supervise the intended use of the financial incentive.

MANNER OF THE TRANSFER OF THE FINANCIAL INCENTIVE

Article 4

The basis for the transfer of the financial incentive shall be an application for co-financing prepared by the project company, and approved by the contract manager from the Ministry. The mandatory form of applications is defined in ANNEX 1 to this Contract. The mandatory annexes to applications shall be:

3  a report on the course of the investment project between yx (from the date of the signing of the Contract or from the date of the approval of the Ministry referred to in paragraph six of Article 7b of the Act) or the date of the last application and the date of a new application; the content is defined in ANNEX 2 to this Contract, and is its integral part;  bill of costs of the investment project defined in ANNEX 3;  photocopies of invoices and proof of payment for each eligible cost separately with a stamp stating “same as the original” and signed by the contract manager from the project company.

In the case of an incomplete report or incomplete submitted documentation, the contract manager from the Ministry shall require the report to be supplemented by prompting the project company to supplement it within eight days of receiving the call to supplement the report. If the project company does not supplement the report within the time limit set or if, after the report has been supplemented, there are still inconsistencies between the report and the content of the project or between individual documents referred to in paragraph one of this Article, the Ministry may withdraw from the Contract.

The project company and the foreign investor hereby explicitly confirm that they have been notified of the deadlines for the submission of applications referred to in Article 5 of this Contract and the deadline for the conclusion of the project referred to in Article 9 of this Contract, and agree that prompt fulfilment of these obligations is an essential part of the Contract, whereby the foreign investor and the project company explicitly agree with the stated deadlines for the fulfilment of their obligations, and renounce any objection arising from it.

Article 5

The project company shall submit x applications for co-financing with annexes to the Ministry: - the first application in the maximum value of EUR yx shall be submitted no later than yx; - the second application in the maximum value of EUR yx shall be submitted no later than yx; - the third application in the maximum value of EUR yx shall be submitted no later than yx; - the fourth application in the maximum value of EUR yx shall be submitted no later than yx; - etc.

The Ministry undertakes to co-finance the project of the project company in the amount of a maximum of x (the same number as in paragraph eight of Article 3 of this Contract) per cent of the eligible costs disclosed in the application for co-financing, i.e. costs incurred and paid, but not more than determined in the preceding paragraph.

Article 6

In the first application for co-financing, the eligible costs incurred and paid between yx (from the date of the signing of the Contract or from the date of the approval of the Ministry referred to in paragraph six of Article 7b of the Act) and the date of the submission of the application shall be taken into account.

In the second application for co-financing, the eligible costs incurred between yx and yx shall be taken into account.

In the second application for co-financing, the project company may also claim the eligible costs stated in the first application for co-financing, which were not taken into account in the payment of the application, as the value of the first application for co-financing would have exceeded the value referred to in indent one of paragraph one of Article 5 of this Contract.

4 In the third application for co-financing, the eligible costs incurred between yx and yx shall be taken into account.

In the fourth application for co-financing, the eligible costs incurred between yx and yx shall be taken into account.

Eligible costs must be paid by the date of the submission of each application for co-financing.

Article 7

The project company undertakes to announce each application for co-financing with a letter to the Ministry at least 30 days prior to the submission of the application.

The project company shall submit each application for co-financing with annexes in the prescribed legal form. At the same time, it shall send an application for co-financing with annexes referred to in indents one and two of paragraph one of Article of this Contract to the contract manager from the Ministry.

If the project company does not submit an application for co-financing within the time limit referred to in Article 5 of this Contract, it shall lose the right to obtain payment on the basis of the relevant application, and the Ministry shall acquire the right to withdraw from this Contract.

Article 8

Following the approval of an application for co-financing with annexes by the contract manager from the Ministry, which will prove the occurrence of eligible public expenditure, the Ministry shall transfer the amount of the financial incentive referred to in paragraph one of Article 5 of this Contract to the bank account of the project company in accordance with the conditions and deadlines from the applicable Implementation of the Republic of Slovenia’s Budget Act.

On the basis of the provision of the law governing the implementation of the budget of the Republic of Slovenia, the fulfilment of contractual obligations of the Ministry shall be postponed in the next budget years (from x+2 on), until suitable rights for use within the budget item intended to cover the obligations arising from this Contract have been provided for a certain budget year.

The fulfilment of the obligations of the Ministry shall be related to the budget capacity of the Ministry in a certain budget year. If a change shall occur in the state budget or in the Ministry's work programme which directly affects this Contract, the Contracting Parties agree to suitably amend the contract value or the dynamics of payments with an annex to this Contract,

5 If the foreign investor or the project company shall disagree with the amendments referred to in the preceding paragraph, the Ministry may withdraw from the Contract.

OBLIGATION OF THE PROJECT COMPANY

Article 9

The project company undertakes to conclude the prepared investment project no later than by yx in accordance with the application and all its amendments which are an annex to, and an integral part of, this Contract. The investment project shall be deemed concluded when the works stated in the application have been completed, when a new product line has been established…, and at the same time, when the value of the net investment has reached at least the amount of EUR yx.

The project company must report on the conclusion of the investment project to the Ministry within three months of the conclusion of the project. The report must contain a report on the course of the investment project from the date of the last report to the date of the conclusion of the investment project; the content is defined in ANNEX 2 to this Contract, and is its integral part.

If the project company does not conclude the works stated in the application in the period referred to in paragraph one of this Article or if the value of the disclosed costs amounts to 75 per cent or less of the value of the investment referred to in paragraph one of this Article, the Ministry shall withdraw from the Contract, and request the refund of the total value of the financial incentive with pertaining legal default interest from the date of transfer to the date of payment. In this case, the Ministry may call on the performance bond(s) referred to in Article 22 of this Contract.

If the value of the disclosed costs of the investment amounts to more than 75 per cent and less than 100 per cent of the value of the investment referred to in this Article, the Ministry shall require the refund of a proportionate share of the financial incentive with pertaining legal default interest from the date of transfer to the date of payment. In this case, the Ministry may call on the performance bond(s) referred to in Article 22 of this Contract.

Notwithstanding the preceding paragraph, if the investment amounts to more than 75 per cent and less than 100 per cent of the value of the investment in the period referred to in paragraph one of this Article, but the value of the investment (if the application did not meet the condition on the required minimum number of new jobs pursuant to Article 7a of the Act or if the application did meet the aforementioned condition, but this minimum was not reached within the time limit referred to in paragraph one of Article 9 of this Contract) is lower than the minimum stipulated by Article 7a of the Act, the Ministry shall withdraw from the Contract, and request the refund of the total value of the financial incentive with pertaining legal default interest from the date of transfer to the date of payment.

Article 10

The project company undertakes to keep the investment project which is the subject of the co- financing by the Ministry in the problem area/region (define the precise the area or region) for at least five/three years after its conclusion or at least until yx.

The project company undertakes to keep the production which is the subject of the applied investment project in the problem area/region (define the precise the area or region) for at least five/three years after the conclusion of the investment project or at least until yx.

6 If the project company terminates the production which the subject of the applied investment project prior to the expiry of the deadline referred to in paragraph one of this Article, it must refund a proportionate share of the financial incentive in view of the duration of the investment project with pertaining legal default interest from the date of transfer to the date of payment within fifteen days of receiving a request from the Ministry.

If the project company withdraws the tangible fixed asset referred to in paragraph two of Article 2, which was the subject of the co-financing, and does not replace it with a new one in the same or higher value prior to the expiry of the deadline referred to in paragraph one of this Article, it must refund a proportionate share of the financial incentive in view of the value of the tangible fixed asset and the amount of the co-financing of the aforementioned asset with pertaining legal default interest from the date of transfer to the date of payment.

The project company must immediately notify the Ministry of any change referred to in paragraphs three and four of this Article.

Article 11

The project company undertakes to create x new jobs within the scope of the investment project no later than within three years after the conclusion of the investment project, i.e. by yx, and no later than by that date, it shall have at least x employees (the average number of existing employees established pursuant to paragraph ten of this Article + x new jobs).

Pursuant to paragraph ten of this Article, the average number of existing employees in the project company from including month of the year to including month of the year (twelve calendar months prior to the signing of the Contract) is a sum of x persons employed in the project company on the basis of employment contracts, x persons employed in the project company as posted or agency workers, and x persons who work in the project company on the basis of a contract as sole traders.

If the project company does not meet the condition to establish new jobs in the period referred to in paragraph one of this Article, it must refund the financial incentive received with pertaining legal default interest from the date of transfer to the date of payment within fifteen days of receiving a request or call from the Ministry, i.e. a proportionate share of the financial incentive calculated on the basis of the number of unrealised new jobs if the project company created more than 50 per cent and less than 100 per cent of new jobs in the period referred to in paragraph one of this Article.

Notwithstanding the preceding paragraph, if the investment company creates more than 50 per cent and less than 100 per cent of new jobs in the period referred to in paragraph one of this Article, but the number of the jobs created (if the application did not meet the condition on the required minimum amount of the investment pursuant to Article 7a of the Act or if the application did meet the aforementioned condition, but this minimum amount was not reached within the time limit referred to in paragraph one of Article 9 of this Contract) is lower than the minimum stipulated by Article 7a of the Act, the Ministry shall withdraw from the Contract, and request the refund of the total value of the financial incentive with pertaining legal default interest from the date of transfer to the date of payment.

If the project company creates 50 per cent or less new jobs in the period referred to in paragraph one of this Article, the Ministry shall withdraw from the Contract, and request the refund of the funds paid.

New jobs must be kept in the problem area/region (define the precise the area or region) for at least five/three years from the date when a job was taken for the first time.

7 If the project company does not fulfil the commitment to keep the jobs in the region referred to in the preceding paragraph, it must refund the financial incentive received with pertaining legal default interest from the date of transfer to the date of payment within fifteen days of receiving a call from the Ministry, i.e. a proportionate share of the financial incentive if the project company kept more than 50.01 per cent and less than 100 per cent of new jobs in the period referred to in paragraph six of this Article.

If the project company kept 50 per cent or less of new jobs in the period referred to in paragraph six of this Article, the Ministry shall withdraw from the Contract, and request the refund of the total value of the financial incentive with pertaining legal default interest from the date of transfer to the date of payment.

The project company shall prove that it created new jobs with the annual report referred to in Article 12 of this Contract, whereby it applies that the creation of, or increase in, the number of new jobs shall be established as an increase in the number of employees in the project company in comparison with the average number of employees in the last twelve calendar months prior to the date of the signing of the Contract.

The average number of employees in the project company in the last twelve calendar months prior to the date of the signing of the Contract (existing employees) shall be established by taking into account: - all persons employed by the project company on the basis of an employment contract; - agency or posted workers; and - sole traders.

The project company agrees that, when establishing the contractual commitment to establish new jobs and to keep the newly-established jobs, the Ministry shall: - only take into account the persons referred to in indent one of the preceding paragraph; - not take into account the persons referred to in indents two and three of the preceding paragraph; - not take into account jobs created with transfers or reassignments of employees of the project company or of a group of companies the project company belongs to, whereby the fulfilment of obligation as per this paragraph shall be deemed suitable if, in relation to the project company, it is shown as indefinite or fixed-term full or part-time employment; in the case of part-time employment, the obligation to establish and keep a new job shall be taken into account in the share represented by the worker's full-time employment under the part-time employment contract in relation to 40 hours of work per week.

The project company agrees that, for the number of employees established on the basis of paragraph ten of this Article (existing employees), the Ministry shall use and take into account the provision of all three indents of paragraph ten of this Article when establishing the fulfilment of the contractual obligation regarding the total number of employees referred to in paragraph one of this Article.

A proportionate share of the financial incentive referred to in paragraph seven of this Article shall be calculated on the basis of the following formula:

X = incentive (max. EUR 2,000,000) No. of new jobs (max. 100)*time of their maintenance in months (60) * y x= proportionate share of the financial incentive y= no. of months, for all workers, when jobs were not kept

8 Article 12

In addition to the report on the course of the investment project referred to in Article 4, the project company must annually report on the course of the investment project to the Ministry no later than by 31 January of the current year for the previous year until the five/three-year period to keep a job from the last new job created has expired.

The annual report must contain:  a description of the course of the investment project from the date of the commencement of works on the project in the first report to the last annual report;  a report on the project company's operations, which shall include the last balance sheet; and profit and loss account;  a report on new jobs related to the investment project referred to in Article 11 (the content and form of the report are shown in ANNEX 4 to this Contract). The project company shall also state the number of employees in the company.

Article 13

The project company must submit the final report to the Ministry no later than by yx.

The final report must contain:  a report on new jobs related to the investment project referred to in Article 11 (the content and form of the report are shown in ANNEX 4 to this Contract). The report must show newly-created jobs and the new jobs that were kept. The project company shall also state the number of employees in the company;  a report on the project company's operations, which shall include the last balance sheet; and profit and loss account;  a report on the final value of the investment project, broken down into values of tangible and intangible fixed assets;  a report on the funds for the investment project carried out;  a report on the training of employees in the company;  a report on external effects of the investment on Slovenia;  a report on the impact of the investment on the environment;  a report on the cooperation with the foreign investor, including a description of the business cooperation, and of cooperation in the transfer of knowledge and technology;  a report on the cooperation with scientific and research companies and institutions in Slovenia;  a report on the cooperation with Slovenia suppliers, logistics companies, and other companies;  a report on the contribution of the investment project to the balanced regional development.

If the project company does not submit the report on the conclusion of the investment project referred to in paragraph two of Article 9, the annual reports referred to in Article 12, and the final report referred to in this Article promptly, the Ministry shall call on the project company in writing to submit the required reports within fifteen days. If the project company does not submit the reports within the time limit set, the Ministry may withdraw from the Contract, and request the refund of the funds paid with legal default interest.

Article 14

The project company must enable the Ministry and all other institutions competent or responsible for the supervision of the use of budgetary funds in terms of the supervision and monitoring of the

9 use of the allocated financial incentive, and the attainment of the objectives to supervise the use of the financial incentive by facilitating control, at any time, generally by prior arrangement, of the data stated in the application and the Contract, and of the implementation of the investment project, and an insight into all project documents at each point of the investment project, as well as control in the project company. Representatives of the European Commission, the European Court of Auditors, the Court of Audit of the Republic of Slovenia, and other competent inspection authorities shall have the same rights.

If the project company received a financial incentive, and the supervision of its use shows that the incentive was received unjustifiably or that its use was not as intended, the Ministry may withdraw from the Contract, and request the refund of the funds paid, with legal default interest.

Article 15

Pursuant to the Integrity and Prevention of Corruption Act (Official Gazette of the Republic of Slovenia, No. 69/2011-UPB2), a contract whereby one of the contracting parties in the name of, or for the benefit of, the other contracting party, promises or offers to, or provides a representative or an intermediary of an authority or an organisation from the public sector with any undue advantage in return for:  obtaining a business deal; or  concluding a business deal under more favourable conditions; or  refraining from exercising due supervision of the implementation of contractual obligations; or  acting or failing to act, which causes damage to a public sector body or organisation, or enables undue advantage to a representative of the body, intermediary of the public sector body or organisation, another Contracting Party or his representative, agent or intermediary, shall be null and void.

The foreign investor and the project company shall guarantee that no prohibition of business operations in relation to the Ministry was imposed on them within the meaning of provision 35 of the Integrity and Prevention of Corruption Act. If the prohibition of business operations referred to in the previous sentence occurs during the implementation of the project, the Ministry may withdraw from the Contract.

ARTICLE 16

The Contracting Parties undertake to protect all personal data they will acquire with the signing of this Contract or during the implementation of this Contract in accordance with legislation on the protection of personal data.

Article 17

By signing this Contract, the project company ensures that it has not received, and will not receive during the Contract period, any other funds from the state, local or the EU budget (including de minimis aid) for the eligible costs which are the subject of the co-financing, or that the total value of the financial incentive received on this basis does not exceed the maximum permitted value of the co-financing as determined by the rules on state aid. If it is established that the project company had already received other funds from the state, local or the EU budget, or that the total value of the

10 financial incentive received on this basis exceeds the maximum permitted value of the co-financing as determined by the rules on state aid, or that such funds had been granted to the company without sending a written notice to the Ministry prior to the signing of the Contract, the Ministry may withdraw from this Contract, and request the refund of the funds paid, or the contractual value is reduced to the amount which does not exceed the total value of the permitted intensity of the co- funding as determined by the rules on state aid, and the refund of the financial incentive received unjustifiably with pertaining legal default interest from the date of transfer to the date of refund is requested.

By signing this Contract, the project company declares that, on the day of the application submission, it was not in difficulties as determined by the Community Guidelines on State Aid for Rescuing and Restructuring Firms in Difficulty (Official Journal C 249 of 31 July 2014, pp.1-28), and by the Act Governing the Rescue and Restructuring Aid for Companies in Difficulty (Official Gazette of the Republic of Slovenia, nos. 44/2007-UPB2, 51/2011, 39/13 and 56/13).

If, after signing the Contract, the project company initiates the procedure to acquire aid for companies in difficulty, the Ministry may withdraw from the Contract, and request the refund of the funds paid.

Article 18

By signing this Contract, the foreign investor and the project company ensure that all data provided regarding this Contract, in the application, and its amendments, in the application for co-financing with annexes or otherwise, are true. If the Ministry establishes that the foreign investor and the project company have submitted false data regarding the purpose of the investment project or the meeting of conditions, or withheld data that could in any way affect the assessment of the investment project or the payment of the financial incentive, the Ministry may withdraw from the Contract, and request the refund of the funds paid.

Article 19

The project company must inform the ministry of changes in the status or ownership of the company no later than within fifteen days of the change.

If the foreign investor's direct ownership of the project company of the incentive is reduced below 10.00 per cent prior to the date of the submission of the final report referred to in Article 13 of this Contract, the Ministry shall withdraw from the Contract, and request the refund of the funds paid. In this case, the Ministry may call on the performance bond(s) referred to in Article 22 of this Contract.

Article 20

If compulsory settlement proceedings, bankruptcy proceedings, liquidation or removal without liquidation of the project company were instigated during the Contract period, the project company must promptly inform the Ministry of the proceedings.

On the date of the commencement of the insolvency proceedings, bankruptcy proceedings, liquidation or removal without liquidation, the Ministry may withdraw from the Contract. The project company must refund the Ministry all the funds received with legal default interest from the day of transfer to the day of refund on the day bankruptcy proceedings are instigated.

11 Article 21

For the needs of subsequent verifications, the project company must keep all documents related to the investment project in accordance with applicable legislation or for at least ten years after the implementation of the investment project. The Ministry may extend this time limit prior to the expiration date.

Article 22

The project company and the foreign investor undertake to submit to the Ministry an unconditional performance bond of a first-class bank with its head office in the EU (or a performance bond of a first-class bank with its head office outside the EU if this bank has a subsidiary in the EU, and the bond may be called on in this subsidiary) payable on the first call of the Ministry in the amount of the application issued. The submitted performance bond must facilitate the Ministry to call on it if the project company does not implement the project pursuant to Article 9 of this Contract, if the project company does not use the non-refundable funds as intended, if the project company does not submit the reports referred to in Article 9 of this Contract, if the project company does not refund the requested funds within the time limit set pursuant to paragraphs one and three of Article 17 of this Contract, if the project company will not refund the requested funds pursuant to Article 18 of this Contract, and if the project company will have to refund the funds pursuant to Article 20 of this Contract. The performance bond may also be called on in all other cases when the Ministry withdraws from the Contract and/or request the refund of the funds paid, but the project company does not refund them within the time limit set. The project company and the foreign investor shall submit the performance bond according to the specimen provided in ANNEX 5 to this Contract. If the project company or the foreign investor does not submit the bond within the time limit set, the Ministry may withdraw from the Contract, request the refund of the funds paid, and call on the existing performance bonds.

The duration of the performance bond shall be one year after the deadline for the conclusion of the project referred to in Article 9 of this Contract has expired or at least until yx. If, during the implementation of the Contract, the deadline referred to in Article 9 of this Contract changes, the project company or the foreign investor shall submit a new bond in the total amount of all thus far issued bonds with a new deadline in accordance with the changed contractual deadline within fifteen days of the signing of an annex to this Contract. If the project company or the foreign investor does not submit a new bond within the time limit set, the Ministry may withdraw from the Contract, request the refund of the funds paid, and call on the existing performance bonds.

If the original performance bond is not drawn up in Slovenia, the project company and the foreign investor undertake to submit a certified translation of the original performance bond in Slovenian bound together with the original performance bond and approved by the issuing bank.

All disputes arising from the submitted performance bond between the beneficiary of the performance bond and the bank shall be resolved by the competent court in Ljubljana. To resolve the dispute, the court will use the certified translation of the original performance bond in Slovenian, and the original letter to call on the bond in Slovenian. For the assessment of the rights and obligations arising from the performance bond between the bank that issued the bond and the beneficiary of the bond, the court shall use the law of the Republic of Slovenia.

Article 23

The Ministry may withdraw from the Contract, and request the refund of the funds paid in special cases determined in this Contract, and in all other cases of violations of contractual obligations, as well as in cases determined in the Code of Obligations or any other regulation. If the Ministry

12 withdraws from the Contract, the provisions of the Code of Obligations shall be taken into account regarding the legal effects of the withdrawal.

If the Ministry exercises the right to withdraw, and requests the refund of the funds paid, it may, at its discretion, alternatively, cumulatively, or consecutively, unilaterally exercise the following rights: • • to determine the measure or deadline to eliminate irregularities; • to temporarily withhold the payment of a part of or all funds claimed; • to partially reject the payment application or to reduce the application in the amount of the disputable part; • to reject the entire payment application, and consequently, not pay the funds; • a request for the refund of a part or all funds paid without withdrawing from the Contract; • to reduce the contractual value.

If the Ministry issues a request for the refund of funds to the project company, regardless of the legal basis, the Ministry shall also be entitled to legal default interest from the date of the transfer of funds to the date of their refund.

The project company must refund the funds received within fifteen days of the submission of the request for the refund of funds.

CONTRACT MANAGERS

Article 24

The contract manager from the Ministry shall be yx, and the contract manager from the project company shall be yx.

FINAL PROVISIONS

Article 25

The project company undertakes not to dispose of, or refer as collateral to third legal or natural persons, applications to the Ministry arising from this Contract. The project company also undertakes not to put a lien on its claims to the Ministry arising from this Contract, and not to dispose of the funds acquired under this Contract in contravention of the purpose of the allocated funds defined in Article 2 of this Contract.

Article 26

If the Contract is transferred from the project company to its singular legal successor without the consent of the Ministry, the latter may withdraw from the Contract. The Ministry may give its consent to the transfer of the Contract only if the legal successor is also responsible for all obligations arising from this Contract which arose prior to the transfer.

Article 27

The Contracting Parties agree to agree on all potential amendments to this Contract with an annex after reaching an agreement, except on a change regarding the contract manager, whereby a written notification to the opposite Contracting Party shall suffice.

13 Article 28

The Contracting Parties agree to resolve any dispute arising from this contract by way of consent. All disputes shall be resolved by the competent court in Ljubljana.

Article 29

This Contract is concluded in seven identical copies, of which the Ministry receives three, while the foreign investor and the project company receive two each.

If this Contract is also concluded in English, it is concluded in seven copies in Slovenian and three in English, whereby the Ministry receives three copies, while the foreign investor and the project company receive two copies in Slovenian each, and each Contracting Party receives one copy in English. If there are deviations or differences in the understanding of contractual provisions between the Slovenian and English copies, the Slovenian copy shall apply and be used.

Place and date: Place and date:

FOREIGN INVESTOR: PROJECT COMPANY:

MINISTRY:

REPUBLIC OF SLOVENIA MINISTRY OF ECONOMIC DEVELOPMENT AND TECHNOLOGY

Zdravko Počivalšek Minister

Place and date:

14 ANNEX 1

WRITE IN A DOCUMENT WITH YOUR HEADER:

APPLICATION FOR CO-FINANCING (IN TWO COPIES)

PROJECT COMPANY:

Tax ID number: Company number: Bank account: Bank:

RESPONSIBLE PERSON:

SUBJECT: Application for co-financing of the investment project:

PROJECT TITLE:

______

Contract number:

In line with the Contract and the submitted documentation on the implementation of the investment project, we hereby submit an application for co-financing in the amount of EUR ______.

Company: Stamp: Signature of the responsible person:

ANNEX 2

WRITE IN A DOCUMENT WITH YOUR HEADER:

REPORT ON THE COURSE OF THE INVESTMENT PROJECT

This report must contain:  a description of the course of the investment project from yx (from the date of the signing of the Contract or from the date of the approval from the Ministry referred to in paragraph six of Article 7b of the Act) or from the date of the last report;  a report on the project company's operations, which shall include the last balance sheet and profit and loss account;

The report shall also contain photographic material.

Date: Responsible person: Signature:

16 ANNEX 3 WRITE IN A DOCUMENT WITH YOUR HEADER:

BILL OF COSTS OF THE INVESTMENT PROJECT WITH ANNEXES

The bill of costs of the investment project with annexes is part of the application for co-financing, and the report on the conclusion of the investment project. The bill of costs shall also be used in the case of performance bond issuance, when eligible costs are disclosed.

The eligible costs referred to in paragraphs two to six of Article 2 of this Contract, and the deadlines referred to in Article 5 of this Contract shall be taken into account in co-financing. The date of the invoice shall be deemed the date of the occurrence of the cost. Copies of invoices and bank statements for each eligible cost separately shall be attached to the completed tables by order (proof of payment).

REF. ELIGIBLE COST AMOUNT TO BE CO- PURPOSE (IDENTIFICATION INVOICE (NUMBER, DATE OF PAYMENT (SWIFT, AMOUNT AMOUNT NO. OF (DESCRIPTION OF THE FINANCED (25 PER OF THE COST) ISSUER) BANK STATEMENT) INCLUDING VAT EXCLUDING VAT DOC. COST) CENT)

PURCHASE OF A PRODUCTION HALL, PURCHASE OF NEW MACHINERY AND EQUIPMENT, COSTS OF KNOW-HOW AND INTELLECTUAL PROPERTY: 1. 2.

TOTAL VALUE OF ELIGIBLE COSTS WITH PROOF:

Attachments: photocopies of invoices and bank statements for each eligible cost separately with a stamp stating “same as the original” and signed by the contract manager from the project company.

17 ANNEX 4 WRITE IN A DOCUMENT WITH YOUR HEADER:

MONITORING THE CREATION OF NEW JOBS

According to Article 11 of the Contract, the creation of new jobs shall be defined as an increase in the number of employees in the project company in comparison with the average number of employees in the last twelve months prior to the date of the signing of the Contract.

New jobs must be kept in the region for at least five/three years from the date when a job was taken for the first time.

The creation of new jobs shall be demonstrated with the M1-M2 form approved by the Employment Service of Slovenia.

Proof of a new job or employment shall be attached to the report only once, i.e. when the job is taken. In subsequent reports on the monitoring of existing employments at new jobs (or preservation of jobs), the whole table shall be submitted, whereas proofs do not have to be attached again. If a job becomes vacant, replacement employment must take place. Replacement employment shall be demonstrated in the same way as when the job was first taken, whereby such employment is not deemed new employment, but as the preservation of the previous (new) job.

NEW JOB NEW AND REPLACEMENT EMPLOYMENT AT A NEW JOB DATE OF DATE OF REF. CONCLUSION OF TERMINATION OF JOB TITLE: NAME AND SURNAME NO. EMPLOYMENT EMPLOYMENT RELATIONSHIP RELATIONSHIP 1. 2. 3. 4. 5. 6. 7. 8. 9. …

18 ANNEX 5 SPECIMEN: PERFORMANCE BOND ------

Name of the bank

Place and date:

Bond applicant

Bond beneficiary

Performance bond no......

Pursuant to the contract ...... (title of the contract, number of the contract, date) concluded between the bond beneficiary ...... and the bond applicant ...... to co-finance a part of eligible costs of the activities in the implementation of the project ………………… (name of the project) in the amount of EUR ...... by …...... ………………. (contractor (project company)), the bond applicant must submit a performance bond in the amount of EUR …...... ………………. (issued application) to the bond beneficiary as a guarantee for good execution of contractual obligations.

At the request of the bond applicant, we commit irrevocably and unconditionally with this bond to pay EUR ……….. (issued amount) within fifteen days of the reception of a written application if the contractor does not use the non-refundable funds for the intended purpose or will not submit proof of payment of eligible costs of the investment project within time limits defined in the Contract, if the contractor does not implement the investment project pursuant to Article 9 of the Contract, if the contractor does not submit the reports referred to in Article 9 of the Contract, if the contractor does not refund the requested funds pursuant to paragraphs one and three of Article 17 of the Contract within the specified time limit, if the contractor does not refund the requested funds pursuant to Article 18 of the Contract in the case when the contractor must refund the funds pursuant to Article 20 of the Contract, and in all other cases when the Ministry withdraws from the Contract and/or requests the refund of the funds paid with pertaining legal default interest from the date of transfer to the date of refund, and the project company does not refund them at a specified time.

An application to call on the bond must be submitted to the bank, and must include:

1. The original letter to call on the bond in accordance with the preceding paragraph in Slovenian, and a certified translation of the letter in the language of the original performance bond if the original performance bond is not drawn up in Slovenian; and 2. The original performance bond no...... /...... or, if the original performance bond is not drawn up in Slovenian, a certified translation of the original performance bond in Slovenian approved by the issuing bank bound together with the original performance bond.

This bond shall be reduced by any amount called on.

This bond shall be valid up until ...... Following the aforementioned date, this bond shall no longer apply, and our obligation shall be automatically annulled, regardless of whether the bond has been repaid or not.

19 If the beneficiary, at any time during the period of validity of this bond, agrees that the contractual deadline set for the bond applicant and the contractor is extended, or if the contractor did not manage to fulfil its contractual obligations, the bond applicant and the bank may reach an agreement to extend the bond.

This tender bond is not subject to transfer.

All disputes arising from the submitted performance bond between the beneficiary of the performance bond and the bank shall be resolved by the competent court in Ljubljana. To resolve the dispute, the court will use the certified translation of the original performance bond in Slovenian, and the original letter to call on the bond in Slovenian. For the assessment of the rights and obligations arising from the performance bond between the bank that issued the bond and the beneficiary of the bond, the court shall use the law of the Republic of Slovenia.

Bank (stamp)