ΝΟΜΟΣ ΥΠ’ ΑΡΙΘ. 3903 ΦΕΚ Α΄ 217/23.12.2010

Κύρωση της Συμφωνίας Προσχώρησης στο Ευρωπαϊκό Κοινό Ταμείο Δυτικών Βαλκανίων, των Γενικών Ορων του Ευρωπαϊκού Κοινού Ταμείου Δυτικών Βαλκανίων και των Ορων αναφοράς της Ενιαίας Χρηματοδοτικής Διευκόλυνσης του Επενδυτικού Πλαισίου Δυτικών Βαλκανίων.

Ο ΠΡΟΕΔΡΟΣ ΤΗΣ ΕΛΛΗΝΙΚΗΣ ΔΗΜΟΚΡΑΤΙΑΣ

Εκδίδομε τον ακόλουθο νόμο που ψήφισε η Βουλή:

Κυρώνονται και έχουν την ισχύ, που ορίζει το άρθρο 28 παρ. 1 του Συντάγματος, η Συμφωνία Προσχώρησης στο Ευρωπαϊκό Κοινό Ταμείο Δυτικών Βαλκανίων, που υπογράφηκε διαδοχικά, στις 4 Σεπτεμβρίου 2010, 7 Οκτωβρίου 2010 και 8 Οκτωβρίου 2010, οι Γενικοί Οροι του Ευρωπαϊκού Κοινού Ταμείου Δυτικών Βαλκανίων και οι Οροι αναφοράς της Ενιαίας Χρηματοδοτικής Διευκόλυνσης του Επενδυτικού Πλαισίου Δυτικών Βαλκανίων, το κείμενο των οποίων σε πρωτότυπο στην αγγλική γλώσσα και σε μετάφραση στην ελληνική έχει ωςεξής:

European Investment Bank ADHERENCE AGREEMENT with respect to the European Western Balkans Joint Fund ADHERENCE AGREEMENT with respect to the European Western Balkans Joint Fund THIS ADHERENCE AGREEMENT (the “Adherence Agreement”) is made between the GREEK GOVERNMENT (the “Contributor”); the EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the “EBRD”); and the EUROPEAN INVESTMENT BANK (the “EIB”); jointly referred to hereinafter as the “Parties”, each a “Party”; in respect of the Contributor`s participation and contribution to the European Western Balkans Joint Fund (the “Fund”); WHEREAS (A) As part of the Western Balkans Investment Framework (the “WBIF”), established by the Commission of the European Communities, the EBRD, the EIB and the Council of Europe Development Bank, the Fund has been established to be co-managed by the EBRD and the EIB; (B) The purpose of the Fund is to pool resources, contributed by public entities or bilateral financial institutions of EU Member State and EBRD member States and/or any international intergovernmental organisation, to be used for the purposes of the Joint Grant Facility (the “JGF”) of the WBIF; (C) The EBRD and the EIB shall co-manage the Fund, and all Resources of the Fund shall be accepted, held, used, committed, expended or otherwise disposed of, in accordance with the General Conditions of the Fund (the “General Conditions”) as may be amended, from time to time, in accordance with the terms for amendment, provided therein. (D) The Contributor now wishes to confirm its commitment to contribute to the EWBJF and that it agrees that the use and management of any Contribution made by it to the Fund shall be done in accordance with the General Conditions and this Adherence Agreement. NOW THEREFORE the Parties hereto agree as follows:

I. General Conditions of the Fund The Contributor hereby: (i) acknowledges receipt of a copy of the General Conditions, as in force as of the date of entry into force of this Adherence Agreement; and (ii) agrees that the General Conditions shall apply to any Contribution made by the it to the Fund, as if incorporated therein in full.

II. Contributions The Contributor confirms its commitment to contribute to the EWBJF, the amount of 500.000 euros (five hundred thousand euros), for the purposes of which it shall enter into a Contribution Arrangement with the EBRD in the form of Annex I,

III. Notices All matters relating to the Fund shall be addressed, as and when required, to the following representatives of the Parties, as appropriate: (a) for the Contributor: Ms. Marianna Papadopoulou Expert Minister-Counsellor Special Secretariat for the Development of International Programmes Ministry of Foreign Affairs 10671 Athens Greece Tel.: +30(210)3684261 Fax.: +30(210)3684145 Email: mpapadopoulou@mfa.gr (b) For the EBRD: Mr. Engin G5ksu Deputy Director Official Co-Financing Unit European Bank for Reconstruction and Development One Exchange Square London EC2A 2JN Tel:+ 44 20 7338 6204 Fax: +44 20 7338 6538 Email: goksue@ebrd.com (c) For the EIB: Mr. Massimo Cingolani Deputy Head of Division European Investment Bank 100, boulevard Konrad Adenauer L2950 Luxembourg Tel: +352 621-168-695 Fax: +352-4379-67487 Email: m.cingolani@eib.org IV. General (a) All capitalised terms used herein -have the meaning attributed to them in the General Conditions as in force at the time of entry into force of this Adherence Agreement. (b) In the event of discrepancies, inconsistencies and/or conflicts between the terms of the General Conditions, this Adherence Agreement and/or any Contribution Arrangement, the documents shall prevail in the following order: (i) General Conditions; (ii) mis Adherence Agreement; and (iii) the Contribution Arrangement, (c) Any disputes arising put of or in-connection with this Adherence Agreement shall be resolved in accordance with the terms of Section VI of the General Conditions. (d) This Adherence Agreement will be signed. It shall enter into force on the date on which the Greek Government has notified the other`Parties about the fulfilment of the internal legal procedures required for its entry into force. Signed in the English language, in three originals, one for each of the Parties, Government df Greece Name: Ambassador Theodoros N. Sotiropoulos Title: Permanent Representative of Greece Date: to the European Union 04/09/2010 European Bank for Reconstruction and Development Name: Mr. Richard Jones Title: Director, Official Co-Financing Unit, EBRD Date: 7/10/2010 European Investment Bank Name: Mr. Massimo Cingolani Title: Deputy Head of Division, European Investment Bank Date: 8/10/2010 European Investment Bank Name: Ms. Carolina Vento Sanchez Title: Legal Counsel Annex I CONTRIBUTION ARRANGEMENT TEMPLATE with respect to the European Western Balkans Joint Fund [LETTERHEAD OF CONTRIBUTOR] Mr. Horst Reichenbach Vice President, Risk Management, Human Resources, Nuclear Safety & Official Co-Financing European Bank for Reconstruction and Development One Exchange Square London EC2A 2JN Date: Dear Ms./Mr. [ ], I refer to the Adherence Agreement in respect to the European Western Balkans Joint Fund (the Fund”) between [name of country/entity], the EBRD and the European Investment Bank, in force as of [date]. [NOTE (to be deleted): if the Contribution Arrangement pertains to an increase of Contribution, the following reference should also be made here, separated by a comma from the reference to the Adherence Agreement: “our Contribution Arrangement(s) dated […],[•..] and […]•”] I am pleased to inform you that [name of country/entity] wishes to [make a Contribution] OR [increase its Contribution] to the European Western Balkans Joint Fund (the “Fund”) [in] OR [with] the aggregate amount of [] [Euro][otherfreely convertible currency] The Contribution will be paid in cash, in [Euro][otherfreely convertible currency] [in one instalment upon receipt of an invoice from EBRD] OR [in [xx] instalments of [amount] each on [dates/period, e.g. quarterly on…] [upon receipt of an invoice/ confirmation of acceptance from EBRD]. The Contribution will be paid into the European Western Balkans Joint Fund account, Account No [ ], SWIFT Code [ ], at [ ] Bank, [Address]. I confirm that the terms used herein have the meaning attributed to them in the General Conditions of the European Western Balkans Joint Fund (the “General Conditions”)• [name of country/entity] acknowledges that this Contribution Arrangement is subject to and incorporates by reference the terms and conditions of the General Conditions in full. Sincerely yours,

GENERAL CONDITIONS OF THE EUROPEAN WESTERN BALKANS JOINT FUND Dated: 7th November 2006, as subsequently amended on 2 October 2009 GENERAL CONDITIONS OF THE EUROPEAN WESTERN BALKANS JOINT FUND PREAMBLE WHEREAS

A. The European Bank for Reconstruction and Development (hereinafter the “EΒΚΟ”) has been created by the Agreement Establishing the European Bank for Reconstruction and Development, dated 29 May 1990 (the “Agreement Establishing the EBRD”) to assist certain members of the EBRD which are recipient countries; and the European Investment Bank (hereinafter the “EIB”) has been created in 1958 by the Treaty of Rome establishing the European Community,

B. Since commencing its operations, the EBRD has assisted the transition to market- oriented economies by supporting the development of mfrastructure, the privatisation processes in various sectors, the strengthening of financial systems and the building of institutional capacity in the Western Balkans.

C. The EBRD is empowered under Article 20.1 (viii) of the Agreement Establishing the EBRD to conclude, with public or private entities, agreements of cooperation, under which the EBRD administers funds provided by such entities for purposes consistent with the purpose and functions of the EBRD.

D. The establishment of a cooperation fund named the “Western Balkans Fund” was approved on 7 November 2006 by the EBRD Board of Directors and a set of general conditions for the administration of this cooperation fund was approved by the Board of Directors (respectively the “WBF” and the “Initial General Conditions”).

E. It was intended for the WBF, alongside other EBRD managed funds and initiatives which focus on the Western Balkans countries, to play a key role in unlocking the potential of these countries in their transition to market- oriented economies and, through investment projects and capacity strengthening, in helping to alleviate poverty in these countries.

F. In February 2008, the EBRD, the EIB, the European Commission (hereinafter the “Commission”), and the Council of Europe Development Bank (hereinafter the “CEB”), (jointly referred to hereinafter as the `”Partner Organisations” and each a “Partner Organisation”), agreed to establish a Western Balkans Investment Framework (hereinafter the “WBIF”) with the aim of enhancing harmonisation and cooperation in investments for the socio-economic development of the Western Balkans. The initiative to establish the WBIF was welcomed by the Economic and Financial Affairs Council (hereinafter “ECOFIN”) of the European Union in May 2008 and subsequently endorsed by the European Council in June 2008.

G. To achieve the objectives of the WBIF, the Partner Organisations established a Joint Grant Facility (hereinafter the “JGF”) and a Joint Lending Facility (hereinafter the “JLF”), to provide an integrated financing package of grants and loans in support of priority infrastructure and other socio-economic development areas. The JGF Terms of Reference of the JGF are attached to these General Conditions (hereinafter “Terms of Reference of the JGF”)• The JGF will comprise resources, made available by the Partner Organisations as well as resources contributed by donor states. Such donor states` resources to be pooled and administered in a joint cooperation fund.

H. In light of the objectives of the WBF and its successful experience in attracting and managing donor resources for financing of projects in the Western Balkans, it was decided by the Partner Organisations that the WBF would be best suited to provide the platform for pooling and managing donor resources, as part of the JGF and be co-managed by EBRD and EJJB (hereinafter “Managers”, each a “Manager”)• The enhancement and incorporation of the WBF as one of the instruments under the JGF would also further the role of the WBF, as originally envisioned and set out in paragraph Ε of the Preamble of these General Conditions,

I. Consequently, the Initial General Conditions are hereby amended and the WBF is renamed the “European Western Balkans Joint Fund” (hereinafter the “Fund”) with the unanimous agreement of the Assembly of Contributors, the EBRD, and the EIB such amendment to take effect on 8 December 2009 (hereinafter the Effective Date”, the Initial General Conditions, as so amended, being referred to hereinafter as the “General Conditions”), ACCORDINGLY, the EBRD and the EIB accepted to jointly administer the Fund, in accordance with these General Conditions. I. GENERAL PROVISIONS 1.01. Definitions In these General Conditions the following defined terms and expressions shall bear the following meaning, unless the context requires otherwise: (a) “Adherence Agreement” means the agreement to be entered into between each Contributor, the EBRD and the EEB, pursuant to which the parties agree that the General Conditions will govern the management of the Fund. (b) “Agreement Establishing the EBRD”: has the meaning ascribed to it in paragraph A of the Preamble of these General Conditions; (c) “Assembly of Contributors”: means the Assembly described in Section 3.03 of these General Conditions; (d) “Chair of the Assembly of Contributors”: has the meaning ascribed to it in Section 3.03 of these General Conditions; (e) “CEB”: has the meaning ascribed to it in paragraph F of the Preamble of these General Conditions; (f) “Commission”: has the meaning ascribed to it in paragraph F of the Preamble of these General Conditions; (g) “Contribution/s”: means resources, contributed, to the Fund, on a nonreimbursable basis, subject to the conclusion of a Contribution Arrangement and governed by the terms, set out therein; (h) “Contributor/s”: means any public entity, a bilateral financial institution of an EBRD member state or any international intergovernmental organisation that has made a Contribution to the Fund; (i) “Contribution Arrangement”: means the written understanding or agreement, to be entered into between a Contributor and the EBRD, which will specify the amount committed by the Contributor, the currency of such Contribution, the manner in which payments thereof will be made to the Fund Account and may contain such other administrative matters as may be required and are permitted by the General Conditions, and will be in the form attached to the Adherence Agreement; (j) “EBRD”: has the meaning ascribed to it paragraph A of the Preamble of these General Conditions; (k) “ECOFIN”: has the meaning ascribed to it in paragraph F of the Preamble of these General Conditions; (l) “Effective Date”: has the meaning ascribed to it in paragraph I of the Preamble of these General Conditions; (m) “EIB”: has the meaning ascribed to it in paragraph A of the Preamble General Conditions; (n) “Fund”: has the meaning ascribed to it in paragraph I of the Preamble of these General Conditions; (o) “Fund Account”: means the bank account, opened and maintained by the EBRD, to which Contributions to the Fund will be transferred by Contributors and out of which the EBRD shall disburse resources of the Fund, as required; (p) “Fund Resources”: means the Contributions made to the Fund and described in Section 2.01 of these General Conditions; (q) “General Conditions”: has the meaning ascribed to it in paragraph I of the Preamble of these General Conditions; (r) “Initial Genera] Conditions”; has the meaning ascribed to it in paragraph D of the Preamble of these General Conditions; (s) “JGF”: has the meaning ascribed to it in paragraph G of the Preamble of these General Conditions; (t) “Terms of Reference of the JGF`: has the meaning ascribed to it in paragraph G of the Preamble of these General Conditions; (u) “JLF”: has the meaning ascribed to it in paragraph G of the Preamble General Conditions; (v) “Lead Financial Institution”: means, for the purposes of these General Conditions, the Jnancial institution, to which the implementation of a project, approved by the Steering Committee (or the Assembly of Contributors, as the case may be), has been assigned by the steering Committee, and to which Fund Resources will be transferred, subject to the terms (consistent with these General Conditions) of an agreement concluded between the EBRD, in accord with EBB, and such financial institution, for the purposes of implementation of such project; (w) “Manager/s”: has the meaning ascribed to it in paragraph Η of the Preamble of these General Conditions; (x) `Tartner Organisation/s”: has the meaning ascribed to it in paragraph F of the Preamble of these General Conditions; (y) “Project Financiers` Group”: means the Project Financiers` Group, as described in the Terms of Reference of the JGF; (z) “Steering Committee”: means the steering committee, as described in the Terms of -Reference of JGF; (aa) “WBF”: has the meaning ascribed to it in paragraph D of the Preamble of these General Conditions; (ab) “WBF Account”: means the bank accoiurt, maintained by the EBRD, and containing the WBF Resources; (ac) “WBF Resources”: means the Contributions made to the WBF before the Effective Date; (ac) “WBIF”: has the meaning ascribed to it in paragraph F of the Preamble of these General Conditions; 1.02. Purpose of the Fund (a) The purpose of the Fund is to make use of the Fund Resources within the framework of the JGF as follows: (i) for providing support in various forms as described in the Terms of Reference of the JGF in support of projects, approved by the Steering Committee or the Assembly of Contributors, as the case may be, and which will be administered and/or supervised by one of the Partner Organisations; (ii) for such other activities as the Steering Committee or the Assembly of Contributors, as the case may be, may approve, from time to time, on recommendation of the Project Financiers` Group, in respect of projects in the Western Balkans focusing on – development of infrastructure: the Fund will assist in the development of infrastructure investments, including expanded provision of affordable basic services such as water, electricity, transport and communications, as well as social services; – promotion of private enterprise, in particular the SME/MSE sector: this will focus on strengthening access to finance and advice for businesses, recognising the important link between private sector job creation and poverty reduction. Outreach activities, including for women in business, will also be supported; – strengthening the financial sector: this will focus on further strengthening financial institution capabilities to expand private sector access to finance•, – promotion of environmental improvement: the Fund can support investments for the preservation and the improvement of the environment, including energy efficiency and renewable energy projects. The activities of the Fund will take into consideration the physical environment, community issues, labour standards, etc as provided foT in Partner Organisations` environmental policies; and (b) Proposals for projects, to be financed from the Fund Resources will be made by the Project Financiers` Group to the Steering Committee in accordance to the Terms of Reference of JGF. The use of the Fund Resources for financing such projects will be subject to a decision to that effect, taken, as the case may be, by the Steering Committee in accordance with the decision-making procedure, set out in the Terms of Reference of the JGF, or when required according to the Terms of Reference of the JGF – the Assembly of Contributors, in accordance with the decision-making procedure, set out in paragraph 3.03(l). (c) The Fund Resources will also be used to pay the administrative fee in accordance with Section 3.05 of these General Conditions and costs of recovery in accordance with paragraph 3.04(c). 1.03. Application of General Conditions (a) As and from the Effective Date, the operation of the Fund and the Fund Resources will be governed by, and such Fund Resources will be received, admirastered, used and disposed of in accordance with these General Conditions. Nothing in the General Conditions will invalidate any act lawfully undertaken or committed to be undertaken by the EBRD in the administration and the use of the WBF Resources in accordance with the Initial General Conditions. The General Conditions may be supplemented by Procedures and Implementing Guides to be adopted by the Assembly of Contributors in agreement with the Managers. Without prejudice to the foregoing, where discrepancies or conflicts are identified between or among the provisions of the General Conditions and the provisions of any supplementary Procedures and/or Implementing Guides, adopted by the Assembly of Contributors, the General Conditions will prevail. (b) Each Contributor will conclude with the Managers of the Fund an Adherence Agreement at the time when it makes its first Contribution to the Fund. Contributors transferring from the WBF will conclude an Adherence Agreement as soon as practical after the Effective Date, but prior to the EBRD trarisferring the WBF Resources to the Fund Account. The conclusion of the Adherence Agreement will be a prerequisite for making a Contribution to the Fund and participation in the Fund. II. FUND RESOURCES 2.01. Fund Resources The Fund Resources will consist of: (a) the total amount of WBF Resources, paid prior to the Effective Date and available (i.e. not committed to a project and/or not disbursed) in the WBF Account and which will be transferred by the EBRD to the Fund Account; (b) contributions made by Contributors pursuant to paragraphs-2.02 and 2.03 below on or after the Effective Date; (c) income earned, if any, in respect of Fund activities, including from investment of the Fund Resources in accordance with paragraph 3.06; and (d) amounts recovered under proceedings taken pursuant to paragraph 3.04(c) below; and 2.02. Contributions (a) Subject to the provisions of paragraphs 1.03(b) and 2.02(b), any Contributor may make a Contribution to the Fund. Such funds will be contributed pursuant to a Contribution Arrangement. (b) In order to fully participate in the operation of the Fund, the minimum amount of the Contribution made by each Contributor to the Fund will be no less than EUR 500,000. By exception, existing WBF contributors will automatically become Contributors to the Fund as of the Effective Date with their initial Contribution to the Fund being determined by distributing the total amount of existing and available (i.e. not committed to a project and/or not disbursed) WBF Resources in the WBF Account proportionately to the value of their contribution^) made to the WBF prior to the Effective Date. The total amount of a Contributor`s contribution to the WBF Resources will include the full amount of its contribution to the WBF even in the event that payment of some or all tranches of the relevant contribution to WBF have not been paid to the WBF Account prior to the Effective Date. As and after the Effective Date, the payment of such tranche(es) shall be paid to the Fund Account, as and when it/they become due pursuant to the valid contribution arrangement between the Contributor and the EBRD with respect to the WBF. (c) As provided for in Section V below, in the event of any inconsistency between the provisions of the General Conditions and the provisions of a Contribution Arrangement, the General Conditions will prevail. (d) It is anticipated that any Contributions made to EWBJF, as the successor of the WBF will be “ODA” (Official Development Assistance) eligible. The Managers will use best efforts to obtain from the OECD confirmation to this effect. (e) A Contributor may, at any time, increase the amount of its Contribution. The provisions of the General Conditions relating to the Contribution will apply equally to any additional amounts so contributed. 2.03. Payment of Contributions (a) Each Contribution will be denominated in Euro or any other freely convertible currency and will be transferred to the Fund Account. Payments may be made (i) as a single instalment, or (ii) in regular tranches as set out in the relevant Contribution Arrangement, subject to the right of EBRD to call for accelerated payments) should the commitments of the Fund so require. (b) All payments not made in Euro will be converted upon receipt into Euro and the amount of Euro so received will be deemed to be the amount of the relevant Contribution. 2.04. Separation of Resources (a) The Fund Resources will be kept separate from the ordinary capital resources of the EBRD and from the Special Funds resources of the EBRD as such terms are defined or referred to in the Agreement Establishing the EBRD. (b) Under no circumstances will the ordinary capital resources of the EBRD or the Special Funds resources of the EBRD be charged with, or used to discharge, losses or liabilities arising out of the operations or other activities for which Fund Resources were originally used committed. III. GOVERNANCE AND ADMINISTRATION OF THE FUND 3.01. General Principles of Governance (a) As noted in Recital Η of these General Conditions, the Fund will form part of the JGF3 which constitutes an integral part of the WBff. (b) Tne Fund has no separate legal personality and will be managed and administered by the EBRD and the EIB on behalf of the Contributors in accordance with these General Conditions and under the supervision of the Assembly of Contributors. (c) Where the EBRD does not act as a Lead Financial Institution for the implementation of a project to be supported with Fund Resources, as approved by the Steering Committee or when required according to the Terms of Reference of the JGF by the Assembly of Contributors, it shall transfer the approved amount of Fund Resources to the Lead Financial Institution. The agreement between the EBRD, in accord with EIB, and the Lead Financial Institution containing the terms, pursuant to which such transfer of Fund Resources is made will expressly provide that the EBRD (and the EIB, if it is also not the Lead Financial Institution) shall not (i) be responsible or accountable for the implementation of the project and/or the use, and reporting on the use,` of the Fund Resources; and (ii) shall not be liable to any Partner Organisation (including the Lead Financial Institution), Contributor or third party, for any damage, loss or injury incurred as a Tesult of, or in connection with, the implementation of the project, being supported, and the use, of the Fund Resources; beyond what is expressly agreed and provided for in these General Conditions. 3.02. Steering Committee and Project Financiers` Group The governing bodies of the JGF are the Steering Committee and the Project Financiers` Group, (a) The Steering Committee will consist of up to two (2) representatives each of the EC, EBRD, EIB, CEB and each Contributor to the Fund. A detailed description of the Terms of Reference of the Steering Committee is provided in the Terms of Reference of the JGF. (b) The Project Financiers` Group will consist of representatives of the Commission, each of the partner IFIs and EU bilateral Financial Institutions or development agencies of EWBJF Contributors participating on equal conditions as EBRD, EJJB, and CEB and abiding to the principles of the JLF. A detailed description of the Terms of Reference of the Project Financiers5 Group is provided in the Terms of Reference of the JGF. 3.03. The Assembly of Contributors (a) The Assembly of Contributors of the Fund will include the representatives of Contributors. The members of the Assembly of Contributors of the Fund shall be members of the Steering Committee. (b) The Assembly of Contributors of the Fund will: (i) determine, to the extent consistent with the Terms of Reference of the JGF and these General Conditions, the principal orientations of the Fund; (ii) within the forum of the Steering Committee, approve projects for financing with the Fund Resources when required according to the Terms of Reference of the JGF in accordance with the decision making procedure described in paragraph 3.03(1) below. (iii) monitor the payment of the committed Contributions to the Fund, having regard to implementation of projects approved by the Steering Committee or by it, as the case may be, to be supported with Fund Resources; (iv) will decide on measures to be taken, pursuant to paragraph 3.03(n) below; (v) review the effectiveness of the activities financed with the Fund Resources; (vi) approve the annual financial statements of the Fund; (vii) monitor disbursements from the Fund, including final disbursements from the Fund on the cancellation of any Contribution Arrangement and/or the winding up of the Fund; and (viii) take decisions pursuant to paragraph 3.03 (p) below. (c) Subject to paragraph 2.02(b), each Contributor will have the right to be represented in the Assembly of Contributors of the Fund, to participate in their meetings provided that such Contributor has, on the date of the meeting of the Assembly of Contributors of the Fund, met its obligations under its Contribution Arrangement(s). (d) Each Contributor`s representative to the Assembly of Contributors of the Fund will be at the service of such Contributor without remuneration from the Fund. Each representative may be accompanied by advisory staff also without remuneration from the Fund. Participants to the Assembly of Contributors of the Fund will cover their own costs of participation. An individual may at the same time serve as representative of more than one Contributor in the Assembly of Contributors of the Fund if such Contributors will have so agreed and notified the Managers, in writing and in advance of the meeting. (h) The Assembly of Contributors of the Fund will meet a minimum of two (2) times per yearto perform the activities set out in 3.03(b). Normally, such meetings will be conducted within the forum of the Steering Committee meetings, unless required otherwise in light of the decision to be made or the issues to be discussed. (i) In addition, the Assembly of Contributors of the Fund may hold special meetings to •review the implementation of the Fund.- Such meetings of the Assembly of Contributors may be called by the Chair of the Assembly of Contributors, at the request of EBRD, ED3 or of the Contributors, which account for not less than one-third of the aggregate amount of all paid in Contributions to the Fund at the date on which such request will have been made to the EBRD or the ΕΓΒ. (j) The Chair of the Assembly of Contributors will be the Co-Chair of the Steering ^Committee chosen in accordance with the Terms of Reference of the JGF. (k) The Assembly of Contributors, in consultation with the Managers, may invite representatives of governments, other institutions and entities to attend specific agenda items of meetings of the Assembly of Contributors as observers. (l) As and when required, the Assembly of Contributors will endeavour to take decisions by consensus of all Contributors, present at the meeting when the relevant decision is taken. Where consensus cannot be reached, such decision will be taken by the Assembly of Contributors by vote. Each Contributor will have one (1) vote. A decision will be adopted if a majority of not less than 2/3 of the Contributors voting, vote in favour of such a decision, provided that the total amount of all Contributions to the Fund, made on or after the Effective Date, by the Contributors voting in favour of a decision represents not less than 2/3 of the total amount of the Fund Resources (including the value of the part of the Fund Resources already disbursed or committed, but not yet disbursed). (m) On an exceptional basis, the Assembly of Contributors may make decisions, in accordance with the decision-making procedure described in paragraph 3.03(1) above, on the basis of written resolutions, in the absence of a meeting. Such a resolution will be approved if all Contributors entitled to participate in the decision-making process, confirm in writing their agreement with the written resolution. A minimum often (10) working days will be given for each request for response. If a Contributor does not submit its response with respect to the written resolution within the timeframe provided for this purpose, its vote will be counted in favour of the written resolution. (n) If failure by a Contributor to meet its obligations under its Contribution Arrangement will, in the judgement of the Managers, materially interfere with or prejudice the operations of the Fund, in whole or in part, the Managers may request that the Chair of the preceding Assembly of Contributors call a special meeting of the Assembly of Contributors to consider the taking of appropriate measures. (ο) The EBRD and the EB will be present at the meetings of the Assembly of Contributors in their capacity as manager of the Fund and will not have the right to vote at such meetings. (p) Subject to the provisions of paragraph 3.03(1), the Assembly of Contributors of the Fund may decide on its own rules of procedure and guides. Such rules of procedure and guides will be in with the General Conditions. 3.04. Management and Administration of the Fund (a) The EBRD and the EB will jointly manage the Fund in accordance with these General Conditions. In particular, through coordination between them, the EBRD and the EB will fulfil their roles as follows: (i) The Managers will make available EBRD and EB staff and other experts with the skills and competence required to manage the Fund; (ii) The EBRD will open and maintain the Fund Account and will prepare the annual financial statements of the Fund and the Managers will report on the activities financed with the Fund Resources for review and approval by the Assembly of Contributors; (iii) The Managers will each establish a Fund secretariat within their respective offices, which will coordinate between mem for the performance of the following tasks: – liaison with the Contributors, to the extent necessary to fulfil its managerial role; – coordination within the Project Financiers` Group and related tasks; – preparation of the meetings of the Assembly of Contributors; – submission to the Assembly of Contributors of all necessary reports and technical documentation, including an Annual Report to the extent that such reports do not duplicate the reports, and or information provided through the Steering Committee. Such reports, if not provided by the Steering Committee, will provide a comprehensive overview of the implementation of the projects, financed by the Fund Resources with the understanding that with respect to projects, financed by the Fund Resources, but where the EBRD or the EIB have not acted as a Lead Financial Institution for the implementation of such projects, the reports shall be limited to the information provided to the Managers by the Lead Financial Institution; – submission to Contributors written resolutions for approval and advise the Contributors of the results from such approval process; – ensuring that relevant EBRD and EB publications, communications with recipient countries, other entities and the media, appropriate visibility is given to the Fund and its Contributors, save that, when developing and implementing such visibility measures, the Managers will take due account of the relative size of the Contributions to the Fund made by each Contributor; and – carrying out such other functions as may be necessary for the efficient administration of the Fund, except for functions which pertain to the competence of the Assembly of Contributors and have not been delegated to them. (b) In managing the Fund and the Fund Resources, the EBRD and the ΕΓΒ will exercise the same amount of care and diligence as each exercises with respect to its own capital resources and shall have no further liability to any Contributor in respect thereof. Neither the EBRD nor the ΕΓΒ will be required to undertake any due diligence with respect to any project, benefiting from support with Fund Resources pursuant to an approval of the Steering Committee, or the Assembly of Contributors, as the case may be, for which it is not the Lead Financial Institution. (c) In case of misuse, or alleged misuse of Fund Resources, committed from the Fund, the “Managers, after consultation with the Assembly of Contributors, may undertake recovery proceedings as are approved by the Assembly of Contributors, in accordance with the provisions of paragraph 3.03(1) herein above, in a manner consistent with the care and diligence applied in EBRD and EIB projects financed out of their ordinary capital resources and taking into consideration any concerns, opinions, views, recommendations, advice of the Assembly of Contributors. The cost of such proceedings will be charged to the Fund Resources, pro-rata to each Contributor based on the size of its Contribution to the Fund or, in the event of insufficient amount of Fund Resources, will be covered separately by all Contributors, again on a pro-rata basis depending on the size of their Contributions to the Fund. (d) The Managers may adopt such operating procedures, compatible with the General Conditions, as may be considered necessary or appropriate for the efficient administration of the Fund. (e) All communications and notices required or permitted under the General Conditions will be sent in writing by the most expedient means available. All communications and notices,) required or permitted under the General Conditions, may be submitted by means of electronic mail, where a Contributor and the Managers have explicitly, in writing, agreed thereto. (f) Documents and materials, compiled by the Managers, relating to individual projects submitted for financing by the Fund or relating to activities of the Fund will be provided to the Contributors on a confidential basis, and any disclosure of such documents or materials to any third parties shall be made with the prior consent of EBRD and E3B. 3.05. Administrative Fee In order to assist the Managers to defray the costs for the management and administrative support of the Fund, the Managers will receive an administration fee, corresponding to two percent (2%) of the total amount of Contributions paid into the Fund. Such management fee will be payable out of each Contribution upon its transfer to the Fund Account and will be distributed between the EBRD and the EIB, one percent (1%) each. A change in the number of Managers of the Fund will not, in itself, result in a change of the total amount of the administration fee, as set out in this paragraph (i.e. 2%) and as may be adjusted from time to time. 3.06. Investment EBRD may invest the Fund Resources in the Fund Account, which are not immediately required for use and any income accruing thereon will form part of the Fund Resources. 3.07. Valuation of Currencies Except as provided for in paragraph 2.03, whenever it may be necessary for purposes of preparation or presentation of financial statements to determine the value of any currency in terms of another currency or of the unit of account of EBRD, the valuation will be made by EBRD, using the same principles as EBRD applies for its ordinary operations. 3.08. Accounts and Audit (a) EBRD will maintain the accounts of the Fund in Euro in accordance with the same accounting principles it follows in respect of its other technical cooperation funds. (b) The financial statements of the Fund will be audited on an annual basis before the end of June of the following year by EBRD`s external auditors in a manner consistent with that applied to EBRD`s ordinary capital resources. The costs of the audit will be paid from the administrative fee referred to in paragraph 3.05 of the General Conditions. (c) The fiscal year of the Fund will be the calendar year. Unless otherwise agreed with the Assembly of Contributors, the first fiscal period of the Fund will end on 31 December immediately following the Effective Date. 3.09. Policies and procedures applicable to the implementation of projects approved for financing with the Fund Resources Projects, approved by the Steering Committee or the Assembly of Contributors, as the case may be, for financing from the Fund Resources will be implemented in accordance with the applicable policies and procedures of the Lead Financial rnstitutions. This includes the procurement of goods, works and services, including consulting services, necessary for the implementation of the project and financed with the Fund Resources. 3.10. Liability No Contributor will assume liability in respect of (i) any third party claims for damages arising out of the implementation of project financed from the Fund Resources, or (ii) any damage or injury sustained by the staff or property of EBRD or EIB arising out of the management and/or administration of the Fund beyond the amount of its Contribution. 3.11. Review Prior to 31 December 2010, the Managers shall call, pursuant to the provisions of paragraph 3.03(i) above, a special meeting of the Assembly of Contributors which shall have the objective to review: (a) the amount of the administration fee being paid by the Contributors, with a view of adjusting such amount, if required, taking into account the actual costs for management and administration of the Fund, incurred by the Managers for the period from the Effective Date until the date of the review, and the total value of aU Contributions made for the same period; (b) changes required to the governance of the Fund, if any; and (c) the total value of all Contributions made to the Fund for the period from the Effective …. until the date of the review in relation to the needs of the JGF. Any decisions taken by the Assembly of Contributors at this special meeting shall be taken in accordance with the decision-making procedure, described in paragraph 3.03(1) of these General Conditions. If such decisions are inconsistent with, or in any other way necessitate changes to, the terras of these General Conditions, then the decisions and the resulting changes to the General Conditions shall only become effective upon the entry into force of a formal amendment to the General Conditions, executed pursuant to the provisions of Section V herein below. IV. TERMINATION 4.01. Termination of the Fund (a) The Fund will remain active until all of the Resources have been disbursed. (b) Notwithstanding paragraph (a) above and subject to paragraph 4.03, the Fund may be terminated at any time by a decision of the Assembly of Contributors, taken with the unanimous consent of Contributors, and the agreement of the Managers. (c) The Fund will terminate automatically upon termination by EBRD of its operations pursuant to Article 41 of the Agreement Establishing the EBRD. (d) Any one of the Managers, or both, may cease to perform the functions conferred upon it pursuant to these General Conditions upon six (6) months` notice to the Assembly of Contributors and the other Manager, given following consultation with the Assembly of Contributors and the other Manager. In the event that only one of the Managers ceases to perform its functions, the other Manager shall succeed it in the performance of its functions and its rights, as set out in these General Conditions, as may be amended from time to time. 4.02. Termination of a Contribution Arrangement (a) Subject to paragraph 4.02(b) and paragraph 4.043 each Contributor may at any time terminate its Contribution Arrangement upon sixty (60) days prior written notice. (b) As from the effective date of termination of a Contribution Arrangement, the relevant Contributor will have no rights or obligations in respect of the Fund except those set forth in this Section IV. The Contributor will be relieved of any liability to pay to the Fund any amounts of its Contribution under the relevant Contribution Arrangement, not yet fully committed. “Fully committed” means commitments in respect of projects, approved by the Steering Committee, or the Assembly of Contributors, as the case may be, regardless of whether the implementing documentation has been signed by any of the Partner Organisations or a transfer from the Fund Account has been made by the EBRD. 4.03. Disposal of the Resources on Termination of the Fund Upon termination of the Fund, Has following provisions will apply with respect to the disposal of the Fund Resources: (a) EBRD and EIB will immediately cease all activities relating to such Fund Resources, except those incidentals to the orderly realisation, conservation and preservation of such Fund Resources and the settlement of the direct or contingent obligations to which they may be subject. (b) Subject to paragraph (c) below, EBRD will distribute the total net assets of the Fund (as shown in the books of the EBRD as of the date of termination) among the Contributors in proportion to the amounts respectively contributed to the Fund. Such distribution will be effected at such times and in such currencies and types of assets as EBRD determines, and as approved by the Assembly of Contributors. (c) No distribution will be made until all liabilities of the- Fund (including payments due to EBRD and/or EIB) will have been discharged or provided for. Any distribution to a Contributor will be subject to prior settlement of all outstanding claims by EBRD and/or EIB against such Contributor in respect of its Contribution. (d) Until final distribution of the net assets of the Fund, all rights and obligations of EBRD and EIB under these General Conditions and of the Contributors under this Section rV of the General Conditions will continue unimpaired. 4.04. Disposal of Fund Resources on Termination of a Contribution Arrangement Upon teimination of a Contribution Arrangement, the following provisions will apply with respect to the Contribution made pursuant to such Contribution Arrangement: (a) EBRD and the EIB will immediately cease all activities relating to such Contribution, except those incidental to the orderly realisation, conservation and preservation of such Contribution and the settlement of the direct or contingent obligations to which it may be subject. (b) Subject to paragraph (c) below, EBRD will distribute any funds received pursuant to the relevant Contribution Arrangement and not yet committed at the time of termination of the Contribution Arrangement to the relevant Contributor. Such distribution will be effected at such times and in such currencies as EBRD determines, and as approved by the Assembly of Contributors. (c) No distribution will be made until the pro-rata share of all liabilities (including payments due to EBRD and/or EIB) in respect of such Contribution have been discharged or provided for. Any distribution to a Contributor will be subject to prior settlement of all outstanding claims by JKD and/or EE3 against such Contributor in respect of its Contribution. (d) In the event of release or return to the Fund of any funds cornrnitted to a project, approved for financing with Fund Resources in accordance with the Terms of Reference of the JGF, such Contributor`s pro-rata share of such released or returned funds will be disbursed to such Contributor. (e) Until final reimbursement to the relevant Contributor, all rights and obligations of EBRD and EIB under these General Conditions and of the Contributors under this Section IV of the General Conditions will continue unimpaired. V. AMENDMENTS The General Conditions may be amended only pursuant to a decision of the Assembly of Contributors taken in accordance with the procedure, set out in paragraph 3.03(1) of these (a)general Conditions and with the agreement of the EBRD and the ΕΓΒ. Amendments to the General Conditions will be implemented in accordance with their provisions or, absent any (b) ticular provision, upon the later of the approval by the Assembly of Contributors and the agreement of the Managers to such amendments, Annex A, as may be amended from time to time with a decision of the Steering Committee taken by consensus of all members of the Steering Committee, forms an integral part of these General Conditions. In the event of discrepancies or inconsistencies between the General Conditions, a Contribution Arrangement and/or Annex A, the documents will prevail in the following order: (i) the Terms of Reference of the JGF (Annex A); (ii) the General Conditions; (iii) the relevant Contribution Arrangement. VI. DISPUTE RESOLUTION (a) If a disagreement should arise between the EBRD and/or the EIB, and/or any Contributor who is a member of the EBRD or the EIB concerning any matter arising out of or in connection with the Contribution of the Contributor, and such dispute cannot be amicably settled by consultation between them, such disagreement will be resolved between the President of the EBRD or the EIB, as the case may be, and the Governor to the EBRD or EIB, respectively, of the Contributor concerned, A Contributor who is a member may, however, request dispute resolution by arbitration in its Contribution Arrangement. (b) If a disagreement should arise between the EBRD and/or the EIB, and/or a Contributor who is not a member of the EBRD or the EIB in connection with the Contribution of that Contributor, and such dispute cannot be settled amicably by the parties, such disagreement will be settled by arbitration as provided in the relevant Contribution Arrangement. Annexes: Annex A: Terms of Reference of JGF WESTERN BALKANS INVESTMENT FRAMEWORK JOINT GRANT FACILITY TERMS OF REFERENCE (Consolidated Version – 8 December 2009) Preamble The Western Balkans Investment Framework (WBIF) is a joint initiative of the European Commission of the European Communities (the “Commission”), the European Investment Bank (EIB), the European Bank for Reconstruction and Development (EBRD), and the Council of Europe Development Bank (CEB) (collectively referred to as the “partner IFIs”), endorsed by the European Council, to enhance harmonisation and co-operation in investments for socio- economic development of the Western Balkans. These Terms of Reference set out the principles, objectives and mechanism of the Joint Grant Facility (JGF). 1. Aims and general principles 1.1. The WBIF aims at streamlining existing facilities and pooling resources from the Commission, the partner IFIs, the Member States and other donors, so as to enhance support to the Western Balkans Beneficiaries (as defined in Section 3.1.1 below). 1.2. The JGF provides grant resources to projects supported by loans from the partner IFIs and other financing intermediaries in order to offer to the Beneficiaries an integrated financial package for investment projects in priority infrastructure and other socio-economic development areas in the Western Balkans. Priority projects are defined and proposed by Beneficiaries and the allocation of JGF resources is subject to screening and approval of the JGF governance bodies. 1.3. The JGF is governed by a Steering Committee and a Project Financiers` Group. The Steering Committee provides strategic guidance and advice on the operations of the WBIF; approves Grant operations (as defined in Section 3.5 below) to be supported by the JGF; and monitors the implementation of the JGF. The Project Financiers` Group is the single entry point for grant support requests from the JGF and is responsible for screening and assessing requests for financial support from the JGF and submitting its proposals to the Steering Committee for approval. 1.4. Beneficiary ownership and long-term sustainability are the guiding principles of the JGF, including a clear financing perspective for the implementation of the supported investments. Beneficiaries shall be involved from the earliest stages throughout the entire life cycle of the investment implementation. For this, the JGF allows upstream and downstream cooperation and coordination among all concerned supporters of investment projects. 1.5. The JGF resources are intended to be used principally to support operations for which loans are jointly provided by the Financial Institutions cooperating in the framework of the Joint Lending Facility (JLF)1. —————————— 1 The JLF is an informal arrangement between the partner IFIs, whose key principles are set out in a separate document agreed between the partner IFIs and made available to all the JGF members. ——————————- 2. Resources The resources of the JGF originate from: a) Grant resources allocated from the EC Instrument for Pre-Accession (IPA)2. ————————– 2 In 2007, the Infrastructure Projects Facility was set up by the European Commission, EIB, EBRD and CEB. The IPF has channelled IPA multi-beneficiary grants for infrastructure investments in the Western Balkans. The IPF consisted of two windows: a) the Technical Assistance window, whose grants are used for helping preparing infrastructure investments to be financed through IFIs loans and b) the Municipal Window, whose grants are used to co- finance, together with IFIs loans, infrastructure investments at municipal level. The IPF technical assistance will remain as an implementing mechanism under the WBIF, while the JGF will replace the IPF for project selection with IPA funds made available for this purpose. IPF has given priority to the Potential Candidates for accession since the Candidate Countries have access to component III of IPA, and this approach will apply also to future allocation to the JGF from IPA. ——————————— b) Grant contributions from the EIB3, the EBRD and the CEB. —————————– 3 The EIB`s contribution would be used for technical assistance activities —————————– c) Bilateral grant contributions from Member States and other donors through the European Western Balkans Joint Fund (EWBJF)4. ————————- 4 The EWBJF will be set up building upon the existing EBRD Western Balkans Fund, to be enhanced for new contributions to the WBIF. ———————— 3. Eigibility rules To be eligible for support from the JGF, investment projects shall comply with the following criteria: 3.1. Geographical coverage 3.1.1. Eligible investment projects must be on the territory of one or more of the following Beneficiaries in the Western Balkans: Albania, Bosnia and Herzegovina, Croatia, the former Yugoslav Republic of Macedonia, Montenegro, Serbia and Kosovo under UNSCR 1244 (herein after the “Beneficiaries”). 3.1.2. For trans-national and/or regional projects involving one or more of the eligible Beneficiaries but also other non eligible countries, the JGF support will only cover the investment part pertaining to the eligible Beneficiary. 3.1.3. The place of registration of the legal entity benefiting from the grant shall be within a Beneficiary. For regional projects involving also non-Beneficiary countries, the institution or body in charge of the investment could also be based in a non-Beneficiary country, but the JGF support will only cover the part of the investment taking place in any of the Beneficiaries. 3.2. Eligible sectors 3.2.1. Investment projects should support any sector that contributes to the economic, social and environmental development of the Western Balkans, including: 1) Environment: water supply, waste water treatment, sewage systems, solid waste and hazardous waste management, emission control, etc. 2) Energy: renewable energy, interconnection systems, transmission, co- generation, hydro, gas pipes, etc. 3) Energy Efficiency and savings 4) Transport: railways and inland waterways including river ports, roads, seaports, airports, border facilities, inter modal terminals and urban transport. 5) Social: schools and education centres, hospitals and health centres, social housing, reclusion centres and other public buildings. 6) SMEs, private and financial sector support 7) Other sectors supporting socio-economic development as agreed by the Project Financiers` Group and the Steering Committee. 3.2.2. Within these sectors, IPA funds of the JGF will be used only for the purpose defined in each relevant Commission Decision (e.g. for IPF TA and Municipal window) following EU Member States approval in the IPA Committee. The IPA Funds cannot be used for activities already supported by or eligible for the Regional Development Component of IPA5. ———————— 5 The Regional Development Component of IPA (IPA III) provides support to candidate countries for the policy development as well as for the preparation to the implementation of the Community`s Cohesion policy, in particular in their preparation for the European Regional Development Fund and the Cohesion Fund. They require the relevant management structures to be in place in the Beneficiaries, and the IPA Funds will thus be managed directly by the Beneficiaries under decentralised management which entail, inter alia, specific project selection and approval procedures, similar to those applied for EU Cohesion Policy funds. Potential candidates can benefit from similar measures implemented through component I. Support concentrates on transport and environmental infrastructure investment as well as measures to enhance competitiveness. ————————– 3.3. Eligible beneficiary entities Investment projects may benefit public or private entities or entities with mixed public-private capital responsible for the provision, management, construction and negotiation of public utilities and services. 3.4. Eligible Costs All elements of the eligible cost6 of the investment projects are in principle eligible for grant financing subject to approval of the Steering Committee. —————————– 6 When calculating the eligible costs of a project that may benefit from grant financing or co-financing, the rules and procedures of the Commission, the partner IFIs and the EWBJF will apply. According to the IPA Regulation the following expenditures are not eligible: a) taxes, including value added taxes (in principle); b) customs and import duties, or any other charges; c) purchase, rent or leasing of land and.existing buildings; d) fines, financial penalties and expenses of litigation; e) operating costs (can be allowed on a case-by-case basis); f) second hand equipment; g) bank charges, cost of guarantees and similar charges; h) conversion costs, charges and exchange losses associated with any of the component specific euro accounts, as well as purely financial expenses; and i) contributions in kind. In addition, any leasing costs or depreciation costs are not eligible. In the case of revenue-generating projects, meaning a project involving an investment in infrastructure, which is subject to charges borne directly by users, the eligible cost is calculated according to a funding gap method deducting the value of the net revenue over a specific time from the value of the investment cost. ——————————– 3.5. Type of Grant operations The grant financing to a specific investment project (“Grant operation”) may take the form of: 1) Technical assistance: financing technical assistance including preparatory work for eligible investment projects such as impact assessments, feasibility studies, detailed design, project supervision and targeted capacity building and implementation support. 2) Investment grants: direct grants for specific project components, as well as incentive schemes based on performance of implementing institutions. 3) Incentive payments to financial intermediaries. 4) Interest rates subsidies: provision of a lump-sum amount to ensure that the loan finance needed for the investment project can be made available at reduced interest rates. 5) Insurance premia: funding of insurance premia necessary to implement the investment projects. 3.6. Beneficiary Ownership 3.6.1. Project proposals could be identified by different stakeholders, including national and local authorities of the Beneficiaries, the partner IFIs, other Multilateral and Bilateral financing institutions, regional and local institutions and bodies. They will be considered eligible only if submitted to the JGF by the Beneficiaries, either via the NIPACs7 or via the partner IFIs. ———————— 7 NIPAC = National IPA Coordinator. The NIP AC is responsible for coordination of programming and monitoring the implementation of IPA in the Beneficiaries of the Western Balkans and Turkey. As IPA represent the biggest source of external aid and is linked to the progress and development needed in the EU accession process, and in line with the local ownership over donor funds and donor coordination as foreseen in the Paris declaration, the involvement of the NIP AC is of utmost importance for the effectiveness of the JGF and the WBIF. ————————– 3.6.2. The projects for which the grant is requested should be consistent with the EU Pre-Accession Strategy and relevant sector policies and national investment plans, when these are available and/or up-to-date and, at regional level, support investments with high regional impact and/or a strong social and environmental dimension. The priority given to support these projects should also be consistent with the list of projects identified and prioritised in the context of regional networks (SEETO, REC, PEIP, ECS etc.)8. Ideally, proposed projects should also be part of relevant national sector strategies with clear resources allocated from national budgets. —————————- 8 SEETO = South Eastern Europe Transport Observatory; REC = Regional Environment Centre; PEIP = Priority Environmental Investment Projects, ECS = Energy Community Secretariat. —————————– 3.7. Complementarities with IPA National Programmes and other donors` initiatives Grant requests shall explicitly mention any complementarities or coherence with projects supported or planned for support under the IPA National Programmes (for implementation by the EC Delegations or by the Beneficiaries authorities) and/or other donors activities, by providing at least a preliminary indication of the type and amount of donor support that the investment project may receive from sources other than the JGF. 3.8. Blending grants and loans The JGF resources are intended to be used principally to support operations jointly financed by the institutions cooperating in the framework of the Joint Lending Facility. On an exceptional basis technical assistance may be proposed for standalone assignments not directly related to loans from the JLF. 3.9. Consistency with policies, rules and procedures of the Contributors Each Grant operation funded by the JGF and its implementation shall be consistent with the policies, rules and procedures of each source of funds (Commission, EIB, EBRD, CEB and EWBJF). 4. Governance structure 4.1. The Steering Committee 4.1.1. Functions The Steering Committee decides on the JGF grant allocations, takes all decisions related to the Joint Grant Facility and provides strategic orientation on the Western Balkans Investment Framework. The Steering Committee has the following strategic, operational and supervision tasks: Strategic tasks – The Steering Committee provides strategic guidance and advice by consensus on the strategy and policies of the JGF and of the WBIF through: a) Advice on long-term strategic objectives of the JGF in with the EU Pre- Accession Strategy; b) Revision of eligibility criteria, terms of reference and other policy issues of the JGF; c) Advice and guidance on the achievement of the WBIF. Operational tasks – the Steering Committee approves the requests for grant support from the different funding sources of the JGF, namely the IPA funds, the partner IFIs contributions9 and the Contributions to the EWBJF. The Steering Committee may decide to reject grant requests for financing under the JGF, or to refer them back to the Project Financiers` Group for further screening and re-submission, —————————– 9 The approval of grant resources from the partner IFIs would require also the approval of the IFIs` respective governing bodies, according to their respective rules and procedures. —————————— Supervision tasks – The Steering Committee will supervise and review the operations of the JGF through the annual progress reports submitted by the Project Financiers` Group. The Steering Committee may request the Project Financiers` Group to provide clarification or additional information on specific projects. 4.1.2. Structure and composition Members – The Steering Committee is composed of representatives of the Commission, the partner IFIs and the Contributors to the EWBJF. Each member institution or Contributor to the EWBJF appoints up to two representatives. Experts/advisers from the lead IFIs can attend, as appropriate, for the projects of their competence. Chairmanship – The Steering Committee is co-chaired by the Commission (permanent) and one of the Contributors to the EWBJF (on rotating basis every 12 months) holding the Chair of the Assembly of Contributors to the EWBJF. Observers – The Beneficiaries and Member States not contributing to the EWBJF as well as the Regional Cooperation Council will be invited to the Steering Committee meetings for discussions on strategy and policy orientations of the WBIF. Other donors actively engaged in the Western Balkans as well as other stakeholders in the region may be invited by the Chairs as observers to the discussions. 4.1.4. Methods of work Meetings – The Steering Committee meets at least twice a year in the headquarters of the Commission in Brussels, or in the headquarters of a partner IFIs or in the country of the EWBJF Co-chair, upon its request. Meetings may also be organised in the Western Balkans. The Project Financiers` Group proposes an agenda for these meetings which is approved by the Co-chairs and issued at least 3 weeks before the meeting. The agenda shall be structured into a strategic & policy section and an operational section focusing on the JGF so as to allow for orderly discussions. Decision making system – The Steering Committee will seek decisions by consensus for the approval of grant requests to be supported by the JGF. Where this proves impossible, the final responsibility for deciding on the allocation of the funds follows the management responsibilities of each funding source (i.e. the Commission for EC funds, each of the partner IFIs for their contributions, and the EWBJF Contributors for the EWBJF in accordance with the voting rules of the Fund). Administrative Support – The Commission provides the necessary administrative support for the organisation, running and follow-up of the meetings of the Steering Committee. The Co-chair from the EWBJF or the partner IFIs will take care of the logistics support and administrative support needed at the meeting, in case it hosts the meetings. The Commission will draft conclusions of the meetings and seek adequate input from participants so that the Co- chairs can finalise them. The final conclusions will be issued at the latest 3 weeks after the meeting. Costs – Members of the Steering Committee and any other participant shall not receive from the JGF any form of remuneration for their participation in the Steering Committee nor any other compensation associated to their status including any costs incurred by them in• relation to travelling to and attending the Steering Committee meetings. 4.2. The Project Financiers` Group 4.2.1. Objectives The Project Financiers` Group provides a “single entry point” for requests for grant support from the JGF. The Group is responsible for screening and assessing requests for financial support from the JGF. The main objective of the screening and assessment is to establish a pipe of priority projects eligible for JGF grant support, to be submitted for approval to the Steering Committee. 4.2.2. Functions The Project Financiers` Group coordinates the identification, screening & assessment of investment projects. The Member institutions of the Project Financiers` Group shall make available technical expertise within their organisations to facilitate this task. It submits grants requests to the Steering Committee and coordinates the implementation of approved Grant operations. This process is structured in the phases described in Section 5 below. 4.2.3. Structure and composition Members – The Project Financiers` Group is composed of representatives of the Commission, each of the partner IFIs and EU bilateral Financial Institutions or development agencies of EWBJF Contributors participating on equal conditions as the partner IFIs to the JGF, and abiding to the principles of the Joint Lending Facility. All donors to the JGF, EU Member States and the Beneficiaries will be kept regularly informed about the work of the Project Financiers` Group and all grant requests sent to the Group will be made available for information following their submission. Each member institution appoints up to two representatives as regular members of the Group. For the technical work of the Project Financiers` Group, each member institution will draw from technical/sector expertise available within its organisation. Chairmanship – The Project Financiers` Group is co-chaired by the Commission (permanent) and the partner IFIs (on rotating basis every 6 months), each leading for the matters of its competence as described under Section 5 below. Liaison with other actors – The Project Financiers` Group will ensure timely and effective liaison within its organisations (Commission with other Commission Directorates General and relevant Delegations of the Commission, IFIs with their local offices), with the Beneficiaries (NIPACs and other relevant Beneficiary institutions), the Regional Cooperation Council and other Regional bodies set up by the Beneficiaries, as well as with the contributors to the EWBJF and with other donors and IFIs (e.g. the World Bank) operating in the region. 4.2.4. Methods of work Work Programme – The Project Financiers` Group adopts an annual calendar of meetings, which takes into account of the meetings of the JGF Steering Committee. Reporting – The Project Financiers` Group submits annual reports to the Steering Committee on the status of implementation of the JGF, including global achievements on all aspects of the JGF, from the resources allocation, commitment and disbursement, the investment projects supported and the status of their implementation. Detailed project reporting is the responsibility of the lead institution for each specific project. The Project Financiers` Group will decide on the standard format and content of this reporting. Technical expert inputs – The Project Financiers` Group will be assisted, when needed, by the technical expertise within the member organisations. To this aim and where appropriate, technical experts from each member institution can be invited to attend meetings of the Project Financiers` Group to provide an opinion on projects requiring their technical expertise. Frequency of meetings – The Project Financiers` Group meets at least on a quarterly basis (four times per year) in accordance with the agreed annual calendar. In addition to these regular meetings, the Project Financiers` Group may decide to hold additional ad hoc meetings and/or video/teleconferences to discuss projects and issues that require immediate action. If appropriate and with the agreement of the Project Financiers` Group members, the regular, scheduled meetings can also take place through teleconference. Location of meetings – The regular meetings of the Project Financiers` Group shall normally be held in the premises of the Commission in Brussels. Alternatively, the Project Financiers` Group can decide to hold meetings in the headquarters of the partner IFIs or in a different location, for instance in the Western Balkans. Administrative Support – The co-chairs of the Project Financiers` Group will each ensure that adequate administrative support is provided in terms of administrative, logistical, organisation functions for the tasks directly under their responsibility. To this aim, a contact point for )administrative support will be appointed in each of the member institutions of the Project Financiers` Group referred to in Section 4.2.3. Costs – The member representatives of the Project Financiers` Group as well as experts attending the meetings shall not receive from the JGF any form of remuneration for their participation in the Project Financiers` Group nor any other compensation associated to their status including any costs incurred by them in relation to the travelling to and attending the Project Financiers` Group meetings. 5. Processing of projects requests and implementation of grant operations The process for approving and implementing grant operations of the JGF is coordinated by the Project Financiers` Group and it is structured along the following key phases: Phase I: Upstream work and Project identification in close cooperation with Beneficiary NIPACs10, Donor Coordination Offices and other relevant local stakeholders. —————————– 10 The NIP AC is not always the same as the Donor Coordination Office in the Beneficiary. However, as IPA Funds represents the largest source of Donor support in the Western Balkans, the NIPAC remains the key interlocutor of the Beneficiary for planning and prioritisation of Donor support. In particular since the main part of the IPA support will be implemented locally, and not be channelled via the JGF, it is crucial that support requested via the JGF is done by or with the involvement of the NIPAC. When a different body is appointed as Donor Coordinator it is important also to involve it. —————————– Phase II: Submission of grant requests to the Project Financiers` Group by the Beneficiaries via NIPACs or by the partner IFIs in coordination with the NIPACs and Donor Coordination Offices. Phase III: Screening of submitted grant requests to verify eligibility and consistency of proposed projects with the EU Pre-Accession policies. Phase IV: Assessment of eligible project requests to verify their long-term sustainability, technical and financial quality. Phase V: Submission of grant requests by the Project Financiers` Group to the Steering Committee for its approval. Phase VI: Implementation of approved projects under the coordination of the Project Financiers` Group. 5.1. Phase I – Upstream work and Project identification In this phase projects are identified and discussed jointly by the Beneficiaries and potential donors and IFIs in order to be presented to the JGF. This process will include the following elements that can be run in part or total in parallel depending on the degree of maturity of the examined projects: . Upstream discussions on potential investment projects are initiated by NIPACs in liaison with National Donor Coordinator Offices (if different) and in coordination with EC Delegations, IFIs and (concerned) donor representatives on the ground. Potential implementing institutions/investors in the Beneficiaries should also be involved in these discussions. This coordination work aims at ensuring that requests for support from the JGF are consistent with relevant National (Sector) Strategies, investment plans, with national budgets and IPA programmes under decentralised management. In this context, they also identify together with other concerned stakeholders the questions that need to be addressed by the Project Financiers` Group during the screening and assessment of proposed projects. . Joint missions – the Commission and IFIs may organise joint missions to facilitate these discussions between the Beneficiaries and partner IFIs and to support the Beneficiaries to make the best possible use of the joint grants and loans resources from the EC (IPA funds allocated via the JGF and IPA funds implemented by the EC Delegations or implemented by decentralised management11 by the Beneficiary), the partner IFIs and from other donors operating in the region. ————————– 11 In the external actions field (i.e. EU activities involving non-Member States), budget appropriations may be managed (art. 163 Financial Regulation) on a decentralised basis by the beneficiary third country or countries. The implementation of actions by beneficiary third countries or international organisations is subject to scrutiny by the Commission (article 165 oftheFR). For Candidate Countries, the objective is that all IPA support shall be implemented under decentralised management and for component III of IPA, this is always the case. For the potential candidates for accession, implementation is done in close cooperation with the Beneficiary authorities by the Commission Delegations in the concerned Beneficiary allowing for appropriate preparation for decentralisation. —————————- 5.2. Phase II – Submission to of grant requests to the JGF As a result of phase I, the requests for grant support shall be submitted to the Project Financiers` Group by the Beneficiaries, either by the NIPACs or by the partner IFIs. If a grant request is submitted without the Beneficiary`s endorsement as to the priority for them of the proposed investment, the Project Financiers` Group will need to consult with the NIP AC and Donor Coordinators Office in the relevant Beneficiary following the submission. Grant requests shall be submitted according to the deads for submission indicated in the Annual Work Programme (see Section 4.2.4 below) of the Project Financiers` Group. The following functional mail box also included in the WBIF website shall be used for formal submission: ELARG- Joint-Grant-Facilitv(g),ec.europa.eu. Both for projects requesting investment grants and preparatory grants (TA grants) and in order to be able to screen projects requests effectively, applicants are requested to submit a summary for the investment using the “JGF Project Application Form” (established and updated as needed by the Project Financiers` Group). 5.3. Phase III: Project Screening In this phase requests for investment support presented by the Beneficiaries to the JGF are analysed under the lead of the Commission in its role as co- chair of the Project Financiers` Group. The screening work is based on a sound identification of the projects along with the questions to be addressed. The screening work aims at drawing a list of eligible projects ready for the assessment phase. It focuses on the following activities, in particular checking the eligibility of grant requests and related investment projects as defined under Section 3 above: Activity 1: Ensuring beneficiary ownership and capacity building by collaboration with the NIPAC office and other Beneficiary and regional bodies Activity 2: Assessing project consistency with national (sector) strategies, national and regional investment plans and with the IPA priorities and the project potential for IPA support (not allocated via the JGF) or other donor funding. Activity 3: Assessing project consistency with EU policies (pre- accession agenda, sector priorities, competition rules etc.) drawing from and involving the EC Delegations, DGs and ELARG geographical teams Activity 4: Assessing eligibility of projects for support from the JGF and the appropriate mix of funding sources. 5.4. Phase IV – Project Assessment Project requests considered eligible under the JGF are also assessed, under the lead of the partner IFIs according to the rotating co-chair assignment, to verify the technical quality, compliance with environmental and social standards including the promotion of gender equality, procurement requirements, financial and economic profitability, credit risks and legal aspects. In this phase, a “lead IFI” will be identified among the partner IFIs that also co-finance with loans the project, to coordinate the lending process among co-financiers and to implement the JGF grant support, subject to approval of IFI loan (for investment grants). The assessment phase can be run in parallel with the screening phase depending on the nature and quality of the request, and needs to duly take into account of the due diligence process of the participating partner IFIs. Key activities for this assessment phase are: Activity 1: Technical aspects, environmental and social standards, procurement, financial and economic profitability, credit risk, legal aspects. Activity 2: Consistency with IFIs` policies and procedures Activity 3: Analysis and estimation of TA/grants needs Activity 4: Financial structuring/identification of lending under the Joint Lending Facility (only IFIs) Activity 5: Identification of lead IFI and possible mutual reliance Activity 6: Link with project borrowers and promoters on technical and financial aspects Activity 7: Exchange of information among Finance Institutions (e.g. pricing, conditionality) The following criteria (not in order of priority) will be used to assess and prioritise the eligible projects: • Rationale for use of grant funds: Based on the justification for the use of grant funds provided in the grants application, the Project Financiers` Group will further analyse the economic justification for the request for and the use of grants for the project. The Project Financiers` Group will examine the leverage of the grant and the loan; the value-added to final beneficiaries in terms of social impact, acceleration, targeting or quality enhancement of project preparation, delivery and operation; and the financial, social and environmental sustainability of the project to which the grant contributes. • The Financing Perspective: Proposals should be accompanied by a clear perspective of financing from the JLF and an indication of possible additional grant funding from IPA National Programmes and/or other donors and from the Beneficiary`s own (national) budget. In particular for investments where the affordability necessitates substantial donor grant support in addition to loans, it should be verified whether the project has received earlier support from an EC Programme or if there is planned or potential further support from IPA outside the JGF (National Programmes implemented locally), and/or from other donors, for the implementation of the project. This does not preclude approval of projects that require upstream work, e.g. feasibility studies and thus need not necessarily already have a financing perspective at that time. At the same time an indication of the maturity and readiness for implementation of the project should be provided. If a project is not ready for a quick start for any reason, the Project Financiers` Group will include it in the reserve list of grants requests ready to be presented again when the conditions are favourable • The Regional / Cross Border Impact: Project with a strong regional and/or cross border impact will have a higher priority than those restricted to local impacts. • Conformity with socio-environmental standards: The proposed investment project should meet EC and IFI policies and standards on social issues, on the environment, and threats against all categories of human rights and against ensuring equal opportunities. • Economic and Financial soundness: It is recognized that proper assessment can only be done after the availability of a Feasibility Study/Report. The assessment of economic and financial soundness will be done by the lead IFI, in coordination with the co-financing IFIs, using their normal internal processes with respect to JLF financing for the project. Proposals to the JGF should only be made if the underlying JLF investments have a perspective of economic viability. • Capacity of Beneficiary institution: The Beneficiary institutions must have a reasonable capacity to define their investment plans, to procure and implement the project, possibly supported with some specific technical assistance. • Balanced use of resources: The Project Financiers` Group will endeavour to present projects across a balance of sectors and Beneficiaries, paying due regard to the guidance of the Steering Committee. Following the screening and assessment phases, the Project Financiers` Group will establish and update the JGF project pipe with priority and reserve lists of projects which are eligible under the JGF. 5.5. Phase V – Approval The members of the Project Financiers` Group will endeavour to agree by consensus on the grant requests for submission to the Steering Committee, and issue them at least 3 weeks before the Steering Committee meetings. 5.6. Phase VI – Implementation Implementation of support from the JGF will follow rules and modalities of the relevant funding source. The following general principles will apply: (1) For support originating from IPA under the IPF Technical Assistance, the Commission implements the TA contract(s) under direct centralised management12. —————————— 12 As defined by the EC Financial Regulation art. 53b, and the Implementing Regulation art. 35a, 42 and 42a, and specified in the Guidance for joint co- financing with Member States and other bilateral donors —————————— (2): For support originating from the IPA/IPF Municipal Window, the “lead IFI” implements the projects under Joint Management mode13. —————————— 13 As defined by the EC Financial Regulation art. 53d and the Implementing rules of the FR art. 35 and 43. —————————– (3): For support provided from the EWBJF or the partner IFIs` grant resources, the “lead IFI” implements the project. (4): Once projects are approved and ready for implementation, for each project, relevant contacts will be identified from the lead IFI and other co- financing IFIs, the EC Delegation and the Beneficiary institution, with the purpose to follow-up in a coordinated manner on the project implementation progress and project completion. The “lead IFI” will inform the Project Financiers` Group. 6. Reporting, monitoring and review On an annual basis the Project Financiers` Group reports to the Steering Committee on the progress achieved in implementing the JGF. The report will cover all aspects of the JGF, from the resources allocation, commitment and disbursement, the investment projects supported and the status of their implementation. The JGF mechanism (e.g. grant needs vs. actual grant resources pooled, governance, single fund) and the EWBJF (e.g. fees, level of contributions, decision-making) will be reviewed by the participating Institutions (EC and partner IFIs) and contributors following one year of activities from the first Steering Committee meeting and prior to 31 December 2010, based on the annual reports submitted by the Project Financiers` Group and considering issues raised by the Steering Committee members and other stakeholders participating to the Steering Committee meetings. 7. Amendments and withdrawal These ToRs may be modified at the request of any member of the Steering Committee. Such request, including rationale and justifications, shall be submitted to the Steering Committee, via the Commission, for approval by consensus. If consensus cannot be reached, the proposed amendments will be referred to the Governance Bodies of the Contributors to the JGF; i.e. the Commission, the partner IFIs and the EWBJF, who will agree or take a position on the proposed amendments in accordance with their respective procedures and/or voting rules, and then refer it back to the Steering Committee for approval. Changes to the practical methods of managing the grant requests as set out under Section 5 above can be made by the Project Financiers` Group, informing the Steering Group. Any participating institution or donor may withdraw from the Joint Grant Facility as described in these terms of reference upon prior 6 months` notice to the other participants. Annexes: Annex I: General conditions for the EWBJF

Η ισχύς του παρόντος νόμου αρχίζει από τη δημοσίευση του στην Εφημερίδα της Κυβερνήσεως και της Συμφωνίας με τα συνημμένα κείμενα που κυρώνονται, από την πλήρωση των προϋποθέσεων της παραγράφου (d) του άρθρου IV της Συμφωνίας Προσχώρησης.

Παραγγέλλομε τη δημοσίευση του παρόντος στην Εφημερίδα της Κυβερνήσεως και την εκτέλεση του ως νόμου του Κράτους.

Αθήνα, 22 Δεκεμβρίου 2010

Ο ΠΡΟΕΔΡΟΣ ΤΗΣ ΔΗΜΟΚΡΑΤΙΑΣ

ΚΑΡΟΛΟΣ ΓΡ. ΠΑΠΟΥΛΙΑΣ

ΟΙ ΥΠΟΥΡΓΟΙ

ΟΙΚΟΝΟΜΙΚΩΝ ΕΞΩΤΕΡΙΚΩΝ

Γ. ΠΑΠΑΚΩΝΣΤΑΝΤΙΝΟΥ Δ. ΔΡΟΥΤΣΑΣ

Θεωρήθηκε και τέθηκε η Μεγάλη Σφραγίδα του Κράτους.

Αθήνα, 23 Δεκεμβρίου 2010

Ο ΕΠΙ ΤΗΣ ΔΙΚΑΙΟΣΥΝΗΣ ΥΠΟΥΡΓΟΣ

Χ. ΚΑΣΤΑΝΙΔΗΣ