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- CERTIFIED TRANSLATION INTO ENGLISH -

On the basis of Article 66 item 1, paragraph 2 of the Law on Banks (Official

Gazette of the Republic of Serbia no. 107/2005 and 91/2010)) and Article 5 item 1,

paragraph 2 of the Articles of Association of the JUBMES banka a.d. Beograd, the

Assembly of the JUBMES banka a.d. Beograd at the occasion of its regular session

held on March 28, 2012 adopts the following

ARTICLES OF ASSOCIATION

of the

JUBMES banka a.d. Beograd

I BASIC PROVISIONS

Article 1

The Yugoslav Bank for International Economic Cooperation AD Belgrade

(hereinafter: (he Bank) was established on September 15, 1997, by signing the

Memorandum of Association of the Yugoslav Bank for International Economic

Cooperation shareholder's company and registered on June 5, 1998 by the Decision

of the Commercial Court Belgrade reg. no. II-Fi-12541/97.

The Bank operates under the business name of JUBMES banka a.d. Beograd

(hereinafter: the Bank).

The Bank's head office is situated in Belgrade, BulevarZorana Djindjica 121

street, Novi Beograd.

The Bank is a shareholder's company, having rights, obligations and

responsibilities stipulated by legal regulations, the Memorandum of Association

and these Articles of Association.

The Bank is organized in the legal form of an open shareholders company.

II BANK'S ORGANIZATION, MANAGEMENT AND BODIES

Article 2

The Bank is managed by shareholders, in proportion to their shares in Bank's

capital, in conformity with the Memorandum of Association and these Articles of

Association.

Article 3

The Bank's bodies are Assembly, Managing Board, Executive Board, other

committees as well as other bodies which may be formed in conformity with the

law and these Articles of Association.

1. ASSEMBLY

Members of Assembly and shareholder's rights

Article 4

The Assembly is consisted of all Bank's shareholders.

The Assembly takes decisions on regular and extraordinary sessions.

In conformity with the law and the Articles of Association, each shareholder is

entitled to take participation in activities of the Assembly which means that each

shareholder is entitled to:

- vote on issues related to his shares class;

- participate in discussions on issues from the Assembly's daily agenda, to present

proposals and raise questions related to the Assembly's daily agenda and to be

replied in conformity with the Articles and the Assembly Rules of Procedure.

The shareholders exercise their rights to participate in the General Meeting and

their voting rights directly or through their authorized representatives. (Individuals

exercise their rights personally and legal entities through proxies).

Members of the Managing Board and Executive Board, external auditor participate

regularly in General Meetings. Representatives of National Bank of Serbia may

also participate in the Meetings.

Other persons invited by the Managing Board or upon approval of the Chairman of

Assembly may also participate in the General Meetings.

ACTIVITIES

Article 5

Apart from duties conferred to it by other regulations of the articles, the Assembly

shall

1. Adopt Bank's business policy and strategy

2. Pass the Articles of Association and adopts amendments to the Memorandum of

Association and Articles of Association.

3. Adopt Annual Balance Sheet and decide on allocation of profit, as well as on

covering of loss.

4. Decide on Bank's capital growth, investments in other banks or legal entities, as

well as on investments in the Bank's property and equipment

5) Appoint and relieve of office members of the Managing Board

6) Decide on the remuneration for the President and members of the Managing

Board

7) Decide on Bank's status changes and on termination of Bank's business

operations,

8) Decide on undertaking of rights and obligations under procedure administrative

management i.e. special purpose bank;

9) Appoint and relieve of office the External Auditor,

10) Decide on change of location of the Bank's head-office,

11) Pass Rules of Procedure on its work;

12) Decide on other questions in conformity with the law and the Articles of

Association.

The Assembly of the Bank may not delegate decisions-making process from item 1

of this Article to another Bank's body.

Article 6

The Assembly may be convened for the Regular (annual) and Extraordinary

General Meetings.

Regular General Meeting is convened once a year, within 6 months after the end of

the business year at the latest.

Extraordinary General Meetings are convened when necessary as well as when

required by the law and the Articles of Association.

PARTICIPATION IN THE GENERAL MEETING

Article 7

Every shareholder holding at least 0,1% of the total shares belonging to the

adequate class, has the right to participate personally and directly to the General

Meeting.

Shareholders with less share percentage shall participate in the General Meeting

through representative having shareholders' written authorization or may exercise

their right to vote through absent voting, in conformity with the Company Law and

the Articles.

Article 8

Shareholders which do not meet the condition for direct participation in the General

Meeting mentioned in the Article 7 paragraph 1 of the Articles, may exercise their

voting rights through a collective representative. To such shareholders the Bank

shall forward invitation for the Meeting accompanied with the list of persons from

which they may choose the collective representative. The Bank shall disclose all

facts related to the persons in the list, being necessary for their identification and

avoiding conflict of interest as regulated in the Article 15, paragraph 2 of these

Articles.

The uthorization in writing shall be presented to the Bank before the opening of the

General Meeting at the latest.

The authorization may be withdrawn in writing until the day of the Meeting at the

latest, providing that the Bank and the representative are informed before the

Meeting day.

The authorization shall contain all elements required by the Company Law.

The authorization shall be considered as withdrawn if the shareholder personally

attends the Meeting.

If the authorization is granted by the natural person, no certification is required.

The authorization must contain the instructions for exercising of the voting powers.

CONVENING, NOTIFICATION AND ACTIVITIES OF THE ASSEMBLY

Article 9

The General Meeting shall be convened by the decision of the Managing Board.

The Managing Board shall send a written notice to all shareholders.

The notice shall be forwarded to shareholders at least 30 days prior to the General

Meeting and it shall contain:

1. Mailing date

2. Time and place of the Meeting,

3. Meeting agenda draft with indicated issues requiring Assembly decision and

the related shares class and total number as well as the majority necessary to

be achieved for reaching decision.

4. Information on the available modes for overtaking of meeting

documentation.

5. Remark on the shareholders' rights related to taking participation in the

General Meeting and rights exercising in conformity with the Company Law

these Articles and the Rules on Assembly's Procedure.

6. Voting Authorization Form

7. Information on the shareholder's day, including the statement that only

persons which hold the shareholders status on the shareholder's day may

participate in the General Meeting;

8. Other data in conformity with the regulations and these Articles.

The information under item 7 shall contain:

- Data on shareholders' rights related to creation of agenda and raising

questions, with indicated terms for the rights exercising as well as with the

remark that all necessary information is available on the Bank's Internet

website.

- Description of procedure for voting through representative and procedure for

forwarding information on representative through e-banking;

- Absent voting procedure including the voting form.

Notices for the General Meeting shall be addressed to persons who hold the status

of Bank's shareholders on the day on which the Managing Board adopted the

decision for Assembly convening i.e. on the date of the Court's decision - if the

Meeting is convened upon Court's decision.

Notices shall be mailed to addresses of shareholders from the uniform shareholders

list. Invitation shall be considered as forwarded with the date of registered mail

dispatch or with the date of e-mail sending, if the shareholder opted for electronic

mail service.

Notice shall also be presented on the Bank's website, on the website of Serbian

Business Registers Agency, as well as on the website of the stock exchange (i.e.

multilateral trade platform) which includes the Bank's shares, at least until the day

of the Meeting.

The Bank has no duty to quote elements from paragraph 3, items 4),6) and 7) of

this Article in the notice, if the websites disclosing such data have been indicated.

Shareholders may overtake the documentation related to the Meeting:

- Personally or through the representative, in Bank's head-office during

working hours or

- Via Bank's website.

The notice shall be forwarded to shareholders, having the right to directly

participate in the Meeting and decision adoption as well as to shareholders

representatives who do not have such right (collective representatives). All relevant

documentation shall be enclosed to the notice.

Shareholder's day

Article 10

Shareholder's day is the tenth day before the General Assembly Meeting. The list

of shareholders who are entitled to participate in the Meeting shall be established

with reference to this day.

The shareholders list shall be established on the basis of the excerpt from the

Uniform shareholders list of the Central Securities Depository and Clearing House.

A shareholder from the list mentioned in the paragraph 1 of this Article, who

transfers his shares to the third person after shareholders day, shall retain the right

to participate in the Meeting, based on shares he owned on the shareholder's day.

The Executive Board shall forward this list by regular mail or in electronic form to

every shareholder from the list, upon his request received as a hard copy or in

electronic form. The list will be sent immediately or at the latest until the end of the

next working day, counting from the day of the request's reception.

AGENDA

Article 11

At General Meetings the Assembly may decide only about the Agenda items which

are duly announced.

Group of shareholders holding at least 5% of total of shares with voting powers

may propose additional items to be included in Agenda for discussion and/or

deciding. This proposal has to be in writing and to include proposal explanation,

the text of the proposed decision as well as the data on the proposer. It has to be

received at least 20 days before the Regular Meeting date i.e. 10 days before the Extraordinary Meeting date.

This proposal shall be presented at Bank's website on the next working day upon the reception.

It the Managing Board accepts the proposal for the additional agenda items, the

Bank shall send the new agenda as soon as possible to the shareholders entitled for

taking participation in the meeting, in the manner regulated by the article 9, paragraphs 5,6 and 7.

If the Managing Board fails to accept the proposal for the additional agenda items

within three days counting from the reception day, proposer is entitled to address

the competent court, requesting it to order the Bank to amend the agenda with the

proposed additional items.

CHAIRMAN OF THE ASSEMBLY

Article 12

Chairman of the Assembly presides over a General Meeting.

The Managing Board nominates the Chairman of the Assembly. The Chairman

shall be elected by votes of the shareholders present at the General Meeting.

Chairman's term of office shall be four years with the possibility of re-election.

Chairman's election shall be executed by acclamation.

Quorum

Article 13

The quorum for the General Meeting requires the presence of the shareholders

holding the simple majority of the total number of voting shares of the share class

related to the deciding matter. Votes of shareholders who exercised their absent

voting rights, shall also be counted for the quorum.

The Bank's own shares do not bring voting rights and shall not be counted in the

quorum, neither shall the shares suffering voting rights suspension.

If the quorum is not reached, the General Meeting shall be postponed for one hour.

The Meeting shall be opened afterwards if the condition from paragraph 1 related

to present shareholders and their representatives is fulfilled.

If the Meeting cannot be opened in accordance with paragraph 3 of this article,

it shall be postponed for the reason of the lack of quorum.

If the Meeting is postponed for the lack of quorum, it can be convened again with

the same agenda. It can be held not earlier than 15 days and not later than 30 days

counting from the date of the postponed meeting. Than, the quorum will be reached

if the present shareholders hold more than 1/3 of total number of voting shares,

which are in relation with the discussion matter.

If at the re-convened General Meeting there is no quorum again or if it is not held

in determined time, the new Meeting shall be convened.

Quorum-count shall be done at the beginning of the General Meeting.

If there is quorum for only some of agenda items, those items can be discussed and

decision adopted at the Meeting.

Duly convened Assembly may decide on the time of the meeting to be re

convened, which will discuss the agenda items omitted due to the lack of quorum.

Article 14

A shareholder has a right to authorize a representative to take participation on his

behalf in the General Assembly Meeting and to vote in his name (hereinafter:

voting authorization).

The representative mentioned in the paragraph 1 of this Article holds the same

rights with respect to the participation in the General Assembly Meeting as the

shareholder who empowered him.

Voting authorization shall be issued in the written form and in conformity with the

Company Law.

Certification is not required for the voting authorizations issued by individual

persons.

Voting authorizations issued in electronic form shall be received in Bank's e-mail

address defined in the invitation to General Assembly Meeting. This electronic

voting authorization shall be signed by electronic signature, in conformity with the

law governing the use of electronic signatures.

The Bank shall establish adequate voting authorization form, which will enable

giving authorization for each agenda item separately.

Voting authorization must be presented to the Bank before opening of the General

Meeting at the latest.

The authorization may be withdrawn in writing until the day of the Meeting, in

conformity with the Article 8, paragraphs 3 of these Articles.

Representative shall act strictly in conformity with the instructions contained in the

voting authorization. If there are no instructions, he shall act as bona fide

representative and vote in shareholder's best interest.

Instructions mentioned above shall be clearly and precisely defined under each

Agenda item.

After the Meeting closure, the representative shall inform the shareholder on his

voting.

If the voting right was exercised contrary to the instruction, the representative shall

be held responsible for the damage done. Total or partial damage waiver, made in

advance or subsequently, is forbidden.

It the voting authorization is issued for a single General Meeting, it shall be valid

for the re-convened Meeting too.

If no special Meeting is indicated in the voting authorization, it shall be valid for all

forthcoming meetings, until the withdrawal of the voting authorization i.e. until the

expiration of the period specified therein.

Voting authorizations are not transferable.

If the designated representative is a legal entity, voting rights shall be exercised

through its legal proxy or another specially authorized person, which must be a

member of the legal entity's body or its employee.

Shareholder's Representative

Article 15

Any person having business capacity may be shareholder's representative.

Shareholder's representative may not be a person who is:

1. Bank's controlling shareholder or person who is under controlling

shareholder's surveillance or

2. Members of the Executive and Managing Board or person having this

capacity in another business company, being Bank's controlling shareholder

or in company under the control shareholder's surveillance or

3. Bank's employee or person having this capacity in another business

company, being Bank's control shareholder or in company under the

controlling shareholder's surveillance or

4. Person which according to the Company Law is to be considered as a person

in relation with the natural person from the items 1) to 3) of this paragraph or

5. Bank's auditor or an officer employed with the auditor performing auditing

operations for the Bank, or person having this capacity in another business

company, being Bank's control shareholder or in company under the

controlling shareholder's surveillance.

Paragraph 2 items 1) to 4) of this Article are not to be applied to control

shareholder's representative.

Voting powers at the General Meeting

Article 16

Each ordinary share conveys the right to cast one vote on all items discussed at the

Meeting.

Method of deciding

Article 17

The voting is open for public, as a rule. Voting procedure is regulated in details by

the General Assembly Rules of Procedure

Assembly decisions shall be reached by simple majority vote of the present

shareholders holding the voting rights in respect with the deciding matter.

Three fourth majority votes of shareholders having shares of all classes related to

the discussion matter, who are present at the Meeting is required for the following

decisions:

- Acquiring and disposing with the assets of great value,

- shareholder's capital decrease,

- status changes

Bank's Articles of Association and its amendments shall be adopted by the

Assembly, by simple majority of votes of all shareholders having voting powers.

Memorandum of Association and its amendments shall be adopted by the simple

majority of votes of all shareholders having voting powers.

Absent Voting

Artilce 18

Shareholders may vote if they are absent from the meeting if they send their vote in

written form. Shareholder is not obliged to verify his signature on the voting form.

Shareholder exercising absent voting power is considered as present at the meeting

at the time of decision making.

Assembly Rules of Procedure

Article 19

Activities of the Bank's Assembly are regulated by the Assembly Rules of

Procedure.

The Assembly Rules of Procedure mentioned in the first paragraph of this Article

regulate procedures for all operations and voting, entering into force of the

decisions, the minutes running, denial of Assembly decisions and other issues of

importance for the General Meeting.

Managing Board and Executive Board

Article 20

The Managing Board and the Executive Board shall take measures against unlawful

and un-adequate acts as well as against acts which are harmful or not in the best

interest of the Bank and Bank's shareholders, undertaken by persons having large

or controlling impact in the Bank.