Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

* When used throughout this document, the term “we” refers to law offices listed on the last page of this document, comprising Karanovic & Partners and the lawyers cooperating with it (i.e. Karanovic & Partners legal practice).

Strong Partner in South East Europe

Tradition, Reach and Service Par Excellence

Karanovic & Partners is the leading regional legal practice in South East Europe.

We* offer unique insight that comes from more than 20 years of tradition, and with our formidable reputation, we are the “go-to” legal practice in the Balkans. The synergy of our team of more than 100 top-ranked attorneys at law, operating seamlessly across the whole SEE region, allows us to help our clients to repeatedly achieve their commercial objectives, setting the bar of mutual expectations higher each and every time.

Our strong business presence in Serbia, Croatia, Slovenia, Bosnia and Herzegovina, North Macedonia, and Montenegro, positions us perfectly to present unrivalled regional and sector specific service of the highest quality.

1

Full Range of Legal Service

We provide legal services of the highest professional level, tailor-made for each client’s particular needs and requirements.

To achieve this, our lawyers are divided into different practice and industry groups, enabling them to acquire in-depth knowledge of particular legal areas and sector specific issues.

Chinese Desk

Karanovic & Partners established its China Desk with the goal of helping Chinese corporates looking to expand their international business to Southeast Europe.

Because of our strong business presence in Serbia and long standing cooperation with attorneys-at-law in Bosnia and Herzegovina, Croatia, North Macedonia, Montenegro and Slovenia, we are ready to offer absolute support to any Chinese company looking to enter Southeast European markets. We understand and are familiar with the uniqueness of Chinese business culture, and we offer Chinese companies singular insight into the local legislation and trends, as well as regional business know-how.

Some of our more prominent Chinese clients include:• Zijin Mining Group

• China Development Bank Corporation

• Shanghai Electric Power Generation Group

• Shandong Linglong Tire

• HNA Aviation Group

• Wolong Holding Group China

• HTG

Recognised Leaders

The principal international legal directories place us as the leading law firm in all the markets where we operate, and we are proud to name a few of the recognitions from the recent years: / Ranks as Leading Law Firm in Chambers Europe and Chambers Global for 2019;

/ Ranked as Top Tier Law Firm by IFLR 1000 for 2019;

/ Recognized as Top Tie Law Firm by Legal 500 for 2018;

/ Awarded the title “Law Firm of the Year – Eastern Europe and the Balkans” in 2019 and 2017 by The Lawyer Magazine;

/ Awarded the title “Law Firm of the Year – Southeast Europe and the Balkans” in 2014 by The Lawyer Magazine;

/ Founding Partner Dragan Karanović was named the “Market Maker for Serbia” by CEE Legal Matters;

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Energy & Infrastructure Banking & Finance Healthcare & Pharmaceuticals Real Estate & Construction

Corporate & Commercial Competition Anti-bribery & Corruption Intellectual Property

Employment Tax Dispute Resolution Data Protection & Privacy

• China Civil Engineering Construction

• China Gezhouba Group International Engineering

• Lenovo

• Dongfang Electric Corporation

• Sinohydro

• China National Chemical Corporation

• A Chinese Multinational Banking Company

/ Won the 2017 “Deal of the Year” Award for Serbia for the EBRD and IFC financing of Vetrolektrane Balkana - Čibuk 1 Windfarm, organized by the CEE Legal Matters magazine; and

/ Chosen as the Number One legal service provider in Serbia in the Real Estate industry for the 2017 Euromoney Real Estate Survey.

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

2

Full Range of Legal Service

We provide legal services of the highest professional level, tailor-made for each client’s particular needs and requirements.

To achieve this, our lawyers are divided into different practice and industry groups, enabling them to acquire in-depth knowledge of particular legal areas and sector specific issues.

Chinese Desk

Karanovic & Partners established its China Desk with the goal of helping Chinese corporates looking to expand their international business to Southeast Europe.

Because of our strong business presence in Serbia and long standing cooperation with attorneys-at-law in Bosnia and Herzegovina, Croatia, North Macedonia, Montenegro and Slovenia, we are ready to offer absolute support to any Chinese company looking to enter Southeast European markets. We understand and are familiar with the uniqueness of Chinese business culture, and we offer Chinese companies singular insight into the local legislation and trends, as well as regional business know-how.

Some of our more prominent Chinese clients include:• Zijin Mining Group

• China Development Bank Corporation

• Shanghai Electric Power Generation Group

• Shandong Linglong Tire

• HNA Aviation Group

• Wolong Holding Group China

• HTG

Recognised Leaders

The principal international legal directories place us as the leading law firm in all the markets where we operate, and we are proud to name a few of the recognitions from the recent years: / Ranks as Leading Law Firm in Chambers Europe and Chambers Global for 2019;

/ Ranked as Top Tier Law Firm by IFLR 1000 for 2019;

/ Recognized as Top Tie Law Firm by Legal 500 for 2018;

/ Awarded the title “Law Firm of the Year – Eastern Europe and the Balkans” in 2019 and 2017 by The Lawyer Magazine;

/ Awarded the title “Law Firm of the Year – Southeast Europe and the Balkans” in 2014 by The Lawyer Magazine;

/ Founding Partner Dragan Karanović was named the “Market Maker for Serbia” by CEE Legal Matters;

One-Stop Shop for Legal Advice in the Region

We opened our office in Belgrade in 1995, and our legal practice has since grown into a success-ful regional practice, offering unrivalled regional and sector-specific coverage to investors. A clear vision and consistent top quality legal work, dedication and an in-depth understanding of our clients’ industries and needs make Karanovic & Partners a top ranked regional professional services provider.

We specialise in complex transactions with a multi-jurisdictional focus. In addition to being involved in some of the largest and most successful transactions in the region, we regularly meet the day-to-day legal needs of our clients. Our industry expertise gives us the depth of knowledge that makes us the go-to law firm for highly regulated industries.

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

/ Won the 2017 “Deal of the Year” Award for Serbia for the EBRD and IFC financing of Vetrolektrane Balkana - Čibuk 1 Windfarm, organized by the CEE Legal Matters magazine; and

/ Chosen as the Number One legal service provider in Serbia in the Real Estate industry for the 2017 Euromoney Real Estate Survey.

/

One-stopsolutions

Deep local relationships

and knowledge

advice

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

3

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

/ Won the 2017 “Deal of the Year” Award for Serbia for the EBRD and IFC financing of Vetrolektrane Balkana - Čibuk 1 Windfarm, organized by the CEE Legal Matters magazine; and

/ Chosen as the Number One legal service provider in Serbia in the Real Estate industry for the 2017 Euromoney Real Estate Survey.

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

* Independent Attorney at Law in cooperation with Karanovic & Partners1 Law Firm Ilej & Partners is an independent law firm in Croatia, cooperating with Karanovic & Partners on case to case basis.

Key Contacts

Successful client relationships are at the heart of everything we do. These relationships are developed through commitment to purpose, clarity of responsibility and effective access to the legal expertise you require.

These key contacts will ensure that all your enquiries are handled with the utmost care and attention to detail.

Miloš VučkovićSenior Partner

T: + 381 11 3955 404

M: + 381 63 683 880

E: milos.vuckovic@karanovicpartners.com

Ivan NonkovićPartner / Attorney at Law*

T: + 381 11 3955 412

M: + 381 63 8620 788

E:

E:

ivan.nonkovic@karanovicpartners.com

Goran IlejPartner / Ilej & Partners1

T: +385 1 5634 111

M: +385 91 4410 330

goran.ilej@ilej-partners.com

Corporate & Commercial Powerhouse

With the largest corporate and commercial team of the cooperating lawyers in the region and over 20 years of experience, we continuously provide corporate legal services to multi-na-tional, regional and domestic clients in SEE. We specialise in complex regional transactions with a multi-jurisdictional focus. In addition to being involved in some of the largest and most successful transactions in the region, we regularly meet the day-to-day legal needs of our clients. Our industry expertise gives us the depth of knowledge that makes us the go to law firm for highly regulated industries.

/ “An excellent full service firm. Strongest in its home market (Serbia). No regrets in using them on any matter.” IFLR 1000, Europe, Serbia, Financial and Corporate, 2018

Our integrated approach covers general commercial matters, including commercial contracts, public procurement, distribution, information technologies, promotion and advertising, as well as non-contractual matters such as consumer protection, data protection and e-commerce. Our knowledge of industry requirements and regional practices allows our advisors to tackle important issues at the initial stages of a deal right through to the negotiation stage and preparation of the final documents. In cooperation with local lawyers, we regularly advise on commercial agency, distribution and franchise agreements across jurisdictions.

4

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

* Including work performed outside of KP Advisory

Financial and Business Services by KP Advisory

While we are a law firm, we closely collaborate with KP Business and Financial Advisory Services, a Serbian financial advisory firm co-founded by Boris Milošević, a financial advisory expert with more than 20 years of experience.

Top-notch Financial and Business Advisory Experts

KP Advisory provides exceptional financial and business advisory services to leading compa-nies from various industries, especially focusing on Chinese inbound investments in Serbia.

KP Advisory is established and lead by James Thornley and Boris Milošević, both being senior partners in one of the “Big Four” accounting firms. In past 10 years, they were involved in nearly all major transactions in Serbia and Montenegro. Their main competences are mergers & acquisitions, financial and accounting advisory services, corporate finance, forensic investigations and tax advisory.

Should you be interested in business and financial advisory services, upon request KP Advisory can provide an extensive presentation of its capacity.

Key ContactBoris Milošević Partner at KP Advisory

T: + 381 11 3955 412

M: + 381 63 8620 788

E: boris.milosevic@kp-advisory.com

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

5

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

6

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

7

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

8

Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

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Selected Experience of KP Advisory*

/ Lead restructuring and privatization of Železara Smederevo that lead to sale of main production assets of Železara Smederevo to HBIS China./ In charge of a number of M&A and restructuring engagements over the past 10 years in Balkans including acquisition of RTB Bor by Zijin China, Fructal by Nectar, China Development Bank financing of EFT Stanari TPP, financial restructuring of ComTrade, Invej Group, etc./ Lead a number of acquisition due diligence engagements including Naftna industrija Srbije, Elektroprivreda Crna Gora, DDOR, Delta banka, Jubanka, Tobacco Industry Nis, Knjaz Miloš, Beopetrol, Soko Stark, C-Market, Putevi Užice, Luka Beograd, Jugopetrol Kotor, Večernje Novosti, etc. Also, Boris was fully responsible for all vendor due diligences, vendor assistance and SPA advisory work in Serbia and Montenegro./ Extensive experience in providing a wide range of advisory services including valuation, financial modelling, risk & sensitivity analysis, support in connection with credit agreements and negotiations, forensic services, internal audit, etc./ Extensive experience in audits of the financial statements and financial information of the group reporting packages prepared in accordance with national and international accounting and auditing standards, as well as Special-purpose audit engagements (ISA).

Selected References

Top-notch Financial and Business Advisory Experts

As an illustration of the relevant work we have previously done for or involving Chinese clients, you can find a short selection of such references below:

Zijin Mining Group Co., Ltd.We are advising Zijin Mining Group Co., Ltd, a leading Chinese mining and metals company, on the privatisation of RTB Bor, one of the largest copper mining and smelting complexes in Europe. The scope of our services includes a detailed legal due diligence, regulatory overview and filings, structuring of the transaction, drafting of transaction documents, and overall legal support throughout the privatisation.

China Development Bank CorporationWe advised CDB, on financing a concession project for the construction of the Stanari thermal power plant in Doboj, Republic of Srpska. Services provided include assistance in finalising the loan agreement, drafting security documents and the perfection of security, as well as representing the client in negotiations with the Government of the Republic of Srpska. Upon the successful realisation of the pre-financing activities and the conclusion of a EUR 350 million loan agreement, we further advised CDB on amendments to local law security documents and perfection of security. We also advised the client, with respect to all tax matters related to the project.

Shanghai Electric Power Generation GroupWe advised Shanghai Electric Power Generation Group on the draft EPC contract for the Banovići Thermal Power Plant, Unit 1, following previous advisory to the client on licensing, registration, sub-contracting, banking and employment law requirements governing EPC contractors engaged in construction work in Bosnia and Herzegovina. We analysed the Strategic Partnerhip Agreement/EPC contract to be signed between Shnaghai Electric Power Generation Group and the Rudnici Banovići, and prepared a risk matrix for the client on this contract.

Shandong Linglong Tire Co., Ltd.We are advising Shandong Linglong Tire Co., Ltd., a Chinese tire manufacturing enterprise, regarding all legal matters related to the construction of their factory in Serbia. The services include assistance regarding construction contracts, corporate and employment matters, as well as representation before all relevant authorities.

HNA Aviation Group Co.We advise HNA Aviation Group Co., a global enterprise group based in China, Hainan Air Travel Service Co., Ltd and China Nationa Aero-technology International Engineering Corporation, in the process of public tendering for a 25-year concession to operate Nikola Tesla Airport. Our services include work on the due diligence of Nikola Tesla Airport, structuring of the transaction, advising on the concession agreement and other transactional documents, regulatory advising, etc.

Wolong Holding Group ChinaWe advised Wolong Holding Group Co Ltd, a Chinese company engaged in the development, manufacture and sales of all kinds of motors, regarding the acquisition of the Austrian electric motor manufacturer ATB Group. The transaction was valued at EUR 100 million. We acted as the main Serbian legal counsel to Wolong, carried out a legal due diligence analysis of the target companies and their assets, structured the transaction and led negotiations.

HTGWe advised HTG, a leading steel manufacturing company from China on its investment in a PPP to construct a combined thermal power plant (CHPP) in Zenica. We provided HTG with a due diligence report which addressed issues arising from the acquisition of shares in KTG Zenica d.o.o.

China Civil Engineering ConstructionWe advised China Civil Engineering Construction Corp. in the potential acquisition of a stake in Uglijevik III thermal power plant. Our services included a detailed due diligence investi-gation of the project company, and advising the client on regulatory matters related to the construction of a thermal power plant in the Republic of Srpska.

China Gezhouba Group International Engineering Co.We advised China Gezhouba Group International Engineering Co., Ltd. on its potential investments in Bosnia and Herzegovina. Our work for this client to date has involved advising in detail on legislation governing foreign investment laws and industry access, legislation governing the electricity, construction and cement industry sectors, foreign exchange regulations, legislation governing mergers and acquisitions, taxation and PPP in both jurisdictions of Bosnia and Herzegovina.

LenovoWe advised Lenovo, a Chinese multinational technology company, on various legal issues related to its business operations in Serbia. Legal support to Lenovo in Serbia included a review of Lenovo’s standard care services agreement from the aspect of Serbian law, as well as other corporate and commercial related advice.

Dongfang Electric CorporationWe advised DEC, a leading Chinese manufacturer of power generators and engineering services provider, on the tax implications of its operations in Bosnia and Herzegovina, including the taxation of foreign employees seconded to work on projects in Bosnia and Herzegovina.

SinohydroWe advised Sinohydro Corporation Limited, a leading Chinese state-owned hydropower engineering and construction company, on the legal aspects of a draft contract regarding the provision of construction materials to a subcontractor in North Macedonia.

China National Chemical CorporationWe advised China National Chemical Corporation in the merger filing procedure in Serbia concerning the acquisition of Pirelli, the world’s fifth largest tire maker.

Other Notable References

PPF GroupTogether with White & Case as lead international counsel, we advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor’s assets in Central and Eastern Europe. The transaction also includes the Norwegian telecoms firm’s mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. We provided advice regarding Serbia and Montenegro.

IFC and EBRDWe advised the IFC, a member of the World Bank Group, and the European Bank for Recon-struction and Development on the EUR 215 million financing of Čibuk 1Windfarm. The project is developed by Vetroelektrane Balkana, majority owned by Masdar a renewable-en-

ergy company based in Abu Dhabi. We acted as local legal counsel and advised on all local law aspects of the financing. Norton Rose Fulbright from London acted as the international counsel to the lenders. With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans.

Nutanix, Inc.In cooperation with Wilson Sonsini Goodrich & Rosati as lead legal counsel, we advised Nutanix, Inc., a leader in enterprise cloud computing from the U.S., on its USD 165 million acquisition of Mainframe2, Inc., also known as Frame, a Serbian-American start-up and a leader in cloud-based Windows desktop and application delivery. This landmark acquisition – the biggest and most valuable start-up transaction to involve Serbia.

Krnovo Wind Power Plant We advised Akuo Energy, a leading independent French producer of renewable energy, on financing the development of the first commercial wind power plant in Montenegro, which will be located in Krnovo in the western part of the country. The project which will see the construction and operation of a 72MW plant, was financed by the EBRD, KfW IPEX-Bank GmbH and Société de Promotion et de Participation Pour La Coopération Économique S.A. and represents the first large-scale investment in Montenegro’s electricity generation capacity since the 1980s.

Mid Europa PartnersWe advised Mid Europa Partners, a leading CEE private equity firm, in a complex multi-ju-risdictional refinancing and corporate restructuring process involving the EUR 300 million financing of SBB and Telemach Group by eight regional and international banks (BNP Paribas, Erste Group Bank, ING Bank, UniCredit, Banca IMI, Credit Agricole CIB, Raiffeisen Bank International and Société Générale). The transaction in Serbia involved a corporate reorganisation process and cross-border syndicated financing with the participation of local banks.

Air SerbiaWe were engaged as legal counsel to Air Serbia, the Serbian flag carrier regarding financing agreements for funds to be used for capital expenditures and investments in their fleet. Etihad Airways, the flag carrier of the United Arab Emirates and a 49% stakeholder in Air Serbia, raised over USD 700 million to be distributed to six air transport companies, including Air Serbia, Air Berlin, Air Seychelles, Aliltalija, Jet Airways and Etihad Airport Services.

Pine River CapitalWe advised our client on the landmark transaction on purchase of a non-performing loan (NPL) portfolio with the face value of EUR 396 million. This is the largest NPL transaction closed in the Balkan region to date, and the first large NPL portfolio transaction in Slovenia. We also advised the client on attempted transaction on the purchase of a non-performing loan portfolio, with the face value of EUR 200 million.

Republic of SerbiaWe were engaged in representation in several major investment disputes initiated against the Republic of Serbia before the ICC, ICSID, and UNCITRAL Arbitral Tribunals. The disputes are with companies dealing in mining and the sugar industry. These cases were very import-ant for the Republic of Serbia due to their value (approx. EUR 250 million) and the precedent character of these disputes.

IFC / City of Belgrade We were appointed as part of a consortium of advisors to the City of Belgrade and the IFC to advise on the structuring of a PPP transaction for the design, financing, construction,

operation and maintenance of a waste management treatment and disposal centre in Vinča, Serbia, with project value of EUR 300 million. This is the first real PPP transaction to take place in Serbia to date.

ZF Friedrichshafen AGWe are advising ZF Friedrichshafen AG, a German car parts manufacturer, on a greenfield investment in Serbia, where they are building a EUR 100 million production facility in Pančevo. We are providing full support in a number of different areas, including corporate, real estate, employment etc.

PfizerWe are engaged as legal advisors to Pfizer, a global healthcare company headquartered in the USA and our longstanding client, on regular basis. We advise the client on a wide range of legal matters, such as data protection, commercial issues, regulatory compliance, and employment matters. We provide continuous assistance to Pfizer in Serbia, Montenegro, Croatia, Slovenia, and North Macedonia.

Daimler / Ford / BMW / PorscheWe have assisted Daimler, Ford, BMW and Porsche in the complex and multijurisdictional merger filings before the competition authorities of Serbia, Montenegro, North Macedonia and Bosnia and Herzegovina in relation to creation of a full-function joint venture company intended to develop, establish and operate a high-power, multi-OEM-owned-and-controlled, inter-city charging infrastructure for battery electric vehicles across Europe.

Contact Information:

SerbiaBelgrade

Karanović & Partners OAD

Bosnia & HerzegovinaBanja Luka

Nevena Tomić Lučić, Attorney at Law in cooperation with Karanović & Partners OAD Belgrade

Bosnia & HerzegovinaSarajevo

Nihad Sijerčić, Attorney at Law in cooperation with Karanović & Partners OAD Belgrade

CroatiaZagreb

Ilej & Partners d.o.o.Law Firm Ilej & Partners is an independent law firm in Croatia, cooperating with Karanovic & Partners on case to case basis.

North MacedoniaSkopje

Veton Qoku, Attorney at Law in cooperation with Karanović & Partners OAD Belgrade

MontenegroPodgorica

Milena Rončević, Attorney at Law in cooperation with Karanović & Partners OAD Belgrade

SloveniaLjubljana

Marko Ketler, Attorney at Law in cooperation with Karanović & Partners OAD Belgrade

Resavska 2311 000 BelgradeT + 381 11 3094 200F + 381 11 3094 223serbia@karanovicpartners.com

Vojvode Radomira Putnika 1178 000 Banja LukaT + 387 51 212 104F + 387 51 212 108bosnia@karanovicpartners.co

Fra Anđela Zvizdovića 171 000 SarajevoT + 387 33 844 000F + 387 33 844 003bosnia@karanovicpartners.com

Trg braće Mažuranić 510000 ZagrebT + 385 1 5634 111office@ilej-partners.com

Bulevar Partizanski Odredi No.14“Aura” Business Center, App. No. 5, 3rd floor1000 SkopjeT + 389 2 322 3870F + 389 2 322 3871macedonia@karanovicpartners.com

Bulevar Džordža Vašingtona 102The Capital Plaza, App. No 39, 2nd floor81000 Podgorica, MontenegroT + 382 20 238 991F + 382 20 238 984montenegro@karanovicpartners.com

Dunajska cesta 1671000 LjubljanaT + 386 1 2009 680F + 386 1 2009 699slovenia@karanovicpartners.com

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