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Prilog 34 – Engleska verzija Plana podele

DRAFT OF THE DIVISION PLAN

OF THE COMPANY TELENOR LTD BELGRADE

Pursuant to the Articles 489, 490 and 492 of the Company Law, in the process of Status

Change, the directors of the Company Telenor Ltd Belgrade, with registered seat in 90

Omladinskih brigada Street, registration no: 20147229, tax ID no: 104318304, Marian Mike

Michel and Marek Slačik render the following:

DECISION ON ADOPTION OF

DRAFT DIVISION PLAN

OF THE COMPANY TELENOR LTD BELGRADE

In Belgrade,

On 9th April 2020

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Contents of the Division Plan

List of Appendices .................................................................................................................................. 3

Definitions .............................................................................................................................................. 5

Preamble ................................................................................................................................................. 8

1. Business names and registered seats of the companies which participate in the Status Change

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2. Purpose and conditions for implementation of the Status Change ............................................. 9

3. Fulfilment of the requirements for implementation of the Status Change ............................... 10

4. Providing of publicity ................................................................................................................... 11

5. Information to the Qualified Creditors ........................................................................................ 11

6. Data on replacement of shares .................................................................................................... 11

7. Share capital ................................................................................................................................. 11

8. Principles of the division, value of assets and amount of liabilities which are being transferred

to the Acquirer by the Status Change, description and manner of transfer to the Acquirer ............ 13

9. Consent for registration in public books and registries .............................................................. 21

10. Date from which the transactions of the Transferor shall be considered as transactions

performed on behalf of the Acquirer for accounting purposes ......................................................... 21

11. All the benefits in the Acquirer that are being granted to the management of the

companies which participate in the Status Change ............................................................................ 22

12. Conditions under which the employment will continue in the Acquirer ............................... 22

14. Burden on shares ...................................................................................................................... 23

15. Entry into force of the Division Plan and legal consequences of the Status Change ............. 23

16. Miscellaneous ........................................................................................................................... 24

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List of Appendices

Appendix 1 – Proposal of the Memorandum of Association of the Acquirer

Appendix 2A – Proposal of the Decision on amendments of the Memorandum of Association of the

Transferor

Appendix 3A – Division Balance Sheet

Appendix 3B - Asset Register

Appendix 4 – Specification of the Antenna Poles on which ownership rights are transferred from the

Transferor to the Acquirer

Appendix 5 – Specification of the Dark Fibres on which ownership rights are transferred from the

Transferor to the Acquirer

Appendix 6 – Specification of the Agreements that are the legal base for usage of the land/space on

objects on which antenna poles and/or antenna carriers are located

Appendix 6A – The Agreements that represent the agreements connected with the agreements from

the Appendix 6

Appendix 6B – The Agreements that represent legal basis for use of locations on which pico repeaters

are located

Appendix 6C – The Agreements on Lease of locations on which the Transferor still has not installed its

equipment

Appendix 7 – Specification of the locations that are being used based on the Lease Agreement

concluded with Public Company Posta Srbije

Appendix 8 – Specification of the individual agreements on provision of technical services concluded

with Public Company Emisiona tehnika i veze

Appendix 9 – Specification of the locations used based on the Agreement on business cooperation

with the Ministry of Interior Affairs

Appendix 10 – Specification of the locations that are being used based on the agreement concluded

with Mobile communications ,,Serbia” BK-PTT ltd. Belgrade

Appendix 11 – Specification of the agreements for lease of individual locations concluded with W-Line

ltd

Appendix 12 – Specification of individual agreements concluded in line with the frame agreements on

provision of the colocation services based on which the Transferor is using the infrastructure of

Telekom ad Belgrade


provision of the colocation services based on which Telekom ad Belgrade is using the infrastructure of

the Transferor

Appendix 14 – Specification of individual agreements concluded in line with the frame agreement on

provision of the colocation services based on which VIP Mobile ltd Belgrade is using the infrastructure

of the Transferor

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provision of the colocation services based on which the Transferor is using the infrastructure of VIP

Mobile ltd Belgrade

Appendix 16 – Specification of the agreements on indefeasible usage rights of the dark fibres based

on which the Transferor gained indefeasible usage rights of the dark fibres

Appendix 16A – Overview of the defined routs on which the Transferor has acquired the indefeasible

right of use of dark fibres which are transferred to the Acquirer based on this Division Plan

Appendix 17 – Specification of the agreements on indefeasible usage rights of the dark fibres based

on which the Transferor enabled indefeasible usage rights of the dark fibres

Appendix 18 – Specification of the frame agreements on providing electronic communication services

based on which the Transferor is providing Telehousing services


based on which the Transferor is using Telehousing services


based on which the Transferor is providing IP transit services


based on which the Transferor is using IP transit services


based on which the Transferor is providing services of capacity lease


based on which the Transferor is using the services of capacity lease

Appendix 24 – Specification of the licence agreements

Appendix 25A – Specification of the hardware agreements

Appendix 25B – Specification of Security Agreements

Appendix 25C – Specification of other contracts with suppliers

Appendix 26 – Specification of interconnection Agreements

Appendix 27 – Specification of Data Protection Agreements

Appendix 28 – Specification of radio-frequency licences (MW Licences)

Appendix 29 – Specification of receivables transferred to the Acquirer

Appendix 30 – Specification of obligations transferred to the Acquirer

Appendix 31 – Specification of licences acquired by the Transferor

Appendix 32 – Specification of the employees that will continue its employment with the Acquirer

after the implementation of the Status Change

Appendix 33 - Specification of Disputes and Procedures conducted with respect to the Business and

Assets subject to transfer from the Transferor to the Acquirer based of the Division Plan

Appendix 34 - English version of the Division Plan

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Definitions All the words in capital in this Division Plan shall have the meaning assigned to them in this

chapter - Definitions.

Number

Term

Meaning

1. Division Plan This Draft of the Division Plan

2. Transferor Company Telenor Ltd Belgrade, with registered seat in 90 Omladinskih brigada Street, Belgrade, Republic of Serbia, registration no: 20147229, tax ID no: 104318304, represented by the directors Marian Mike Michel and Marek Slačik

3. Acquirer A company which will be formed by status change separation by incorporation of new company Cetin Ltd Belgrade with registered seat in 90 Omladinskih brigada Street , Belgrade, Republic of Serbia

4. Founder PPF TMT BIDCO1 B.V. with registered seat in Netherlands, 933 Strawinskylaan Street, Amsterdam, registration no: 70498288

5. Business

Business activity of providing services of infrastructure lease which is being used for performing of business activity of electronic communication services and all associated services as well as construction, building and maintenance of the respective infrastructure

6. RATEL Regulatory Agency for Electronic Communications and Postal Services of the Republic of Serbia, with registered seat in 2 Palmotićeva Street, Belgrade, Republic of Serbia

7. Status Change Status change of demerger with incorporation which is being carried out based on this Division Plan within the meaning of Article 489, paragraph 1, item 1) of the Law of Companies.

8. Law on Companies Law on Companies (Official Gazette of RS no. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018 and 91/2019)

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9. Labour Law Labour Law (Official Gazette of RS no. 24/2005, 61/2005, 54/2009, 32/2013, 75/2014, 13/2017 – decision of CC, 113/2017 and 95/2018 – authentic interpretation)

10. EC Law Law on Electronic Communications (Official Gazette of RS no. 44/2010, 60/2013 – decision of CC, 62/2014 i 95/2018 – other law)

11. Value Added Tax Law Value Added Tax Law (Official Gazette of RS no. 84/2004, 86/2004 -corrected, 61/2005, 61/2007, 93/2012, 108/2013, 6/2014 - adjusted dinar amount, 68/2014 – other law, 142/2014, 5/2015 -adjusted dinar amount, 83/2015, 5/2016 - adjusted dinar amount, 108/2016, 7/2017 -adjusted dinar amount, 113/2017, 13/2018 -adjusted dinar amount, 30/2018, 4/2019 -adjusted dinar amount, 72/2019 and 8/2020 - adjusted dinar amount)

12. Third party Means any legal or natural person other than the Transferor and the Acquirer and their affiliated persons

13. Division Balance Sheet Division balance sheet of the Transferor prepared in accordance with Article 491 paragraph 3 item 2 of the Law on Companies with the balance on the date 31 December 2019, enclosed hereto as the Appendix 3 of this Division Plan which integral part is the inventory of assets as of December 31st 2019

14. Asset register List of property of the Transferor which is made on 31st of December 2019 which forms an integral part of this Division Plan and which is provided as Appendix 3b of this Division Plan

15. Pledge Pledge over 100% of shares in theTransferor registered in favour of Komerčni banka AS from the Czech Republic based on the Agreement on Credit Lines dated 21st March 2018, with associated amendments, registered with the Decision of the Registry of Pledges over movable assets and rights ZL no. 13378/2018 from 29th of October 2018, and the Decision from the same Registry ZL no. 13378-1/2018 from 26th of March 2019

16. Qualified Creditors Legal or physical persons who on the Date of Publication have claims against the Transferor in the

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amount that exceeds RSD 2,000,000 in counter value of any currency by middle exchange rate of the National Bank of Serbia on the Date of Publication

17. Date of Publication The date when the Draft Division Plan was published on the web site of BRA in accordance with Article 495 paragraph 1 of the Law on Companies

18. Decision Date The day of the Founder's decision approving this Division Plan [•]2020

19. Registration Date Registration Date of Status Change in BRA and date of incorporation of Acquirer

20. BRA Business Registers Agency of the Republic of Serbia, with registered seat in 25 Brankova Street, Belgrade, Republic of Serbia

21. Reckoning Date January 1st, 2020 as the day from which all transactions of the Transferor related to the asset which is the subject of transfer under the Status Change shall be considered as the transactions of the Acquirer

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Preamble

Having in mind that:

I. The Founding Act of the Transferor, registers as the predominant activity of the

Transferor provision of wireless telecommunications services;

II. The Transferor is registered with the RATEL for providing the following electronic

communications services:

Public voice service

Messaging (SMS, MMS)

Value added services (SMS/MMS, voice...)

Transfer of data (including M2M services)

Lease of electronic communication network resources

Lease of infrastructure used for performing of electronic communication

activity (“Business”)

Internet access internet services;

III. The Transferor intends to transfer the Business, along with all pertaining assets,

obligations and liabilities associated with and necessary for conducting the

Business by the Acquirer to the Acquirer, through the Status Change, pursuant to,

in accordance with and under the terms of this Division Plan and Article 489

paragraph 1 item 1 of the Law on Companies.

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1. Business names and registered seats of the companies which participate in the Status

Change

1.1. Participants to the Status Change shall be Transferor and the Acquirer, in a way that the

Acquirer shall be formed by separation with incorporation of new company from the

Transferor, whereas it shall be deemed that the Business, as well as related assets and

liabilities in accordance with this Division Plan, is transferred to the Acquirer with all the

legal consequences from the Article 505 Law on Companies on the Registration Date.

1.2. Business name of the Transferor is Telenor Ltd Belgrade, with registered seat in 90

Omladinskih brigada Street, Belgrade, Republic of Serbia, registration no: 20147229.

1.3. After Status Change, business name of the Acquirer will be Cetin Ltd Belgrade, with

registered seat in 90 Omladinskih brigada Street, Belgrade, Republic of Serbia.

1.4. The remaining data about the Acquirer which will be subject of registration are contained

in the Proposal of the Memorandum of Association of the Acquirer, given as the Appendix

1 to this Division Plan.

2. Purpose and conditions for implementation of the Status Change

2.1. Purpose of implementation of the Status Change is transfer of the assets of the

Transferor to the Acquirer that is necessary for performance of the Business, so that

after the Status Change the Acquirer continues to provide services by using the assets

acquired by this Status Change and/or assets which are related to the Business. As

regards that, the Transferor transfers to the Acquirer, including but not limited to,

the following rights:

2.1.1. Ownership of the Technical building, all antenna pols and all dark fibres;

2.1.2. All rights and obligations from the agreements which are legal ground for

usage of locations on which antenna pols, pico repaters and other equipment are

installed or are to be installed, which includes rights and obligations from all

ancillary agreements hereto;

2.1.3. All rights and obligations from the agreements on indefeasible right of use of

dark fibres;

2.1.4. All rights and obligations from the agreements on provision and usage of

electronic communication services described in Article 8.11.1.4 of this Division

Plan;

2.1.5. all licenses and permits that are related to usage of radio-frequencies, as well

as licenses and permits regarding construction and/or set-up of immovable

property, immovable property by purpose and other assets that are being

transferred to the Acquirer based on this Division plan;

2.1.6. All employees that are allocated for providing services which are related to

Business and/or usage and/or maintenance of the assets that are being

transferred to the Acquirer based on this Division plan;

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2.1.7. All rights and obligations, debts, reservations and other financial effects and

capacities that are related to the Business and assets, rights and obligations

which are being transferred to the Acquirer based on his Division Plan.

2.2. Detailed specification and principles of the division are provided in the clause 8 of this

Division plan, whereas it shall be deemed that all that assets, rights and obligations,

financial effects and capacities which are necessary for the Business or the usage or

maintenance of the assets that are listed in the clause 8, are transferred to the

Acquirer based on this Division plan.

2.3. By implementing a Status Change the Transferor implements restructuring and

reorganization of the existing Transferor’s business activity, which will be

implemented by separating the infrastructure, i.e. the electronic communications

network, related equipment and related agreements, obligations and liabilities, and

transferring it to the Acquirer.

2.4. As a result of the Status Change, the Acquirer will conduct the Business.

2.5. Implementation of the Status Change ensures the optimality and efficiency of the

business model, rationality of management, achievement of greater competitiveness

while increasing the quality of both the network and the accompanying electronic

communications services in the retail market and their better diversity, with the

development of new services that are faster and successfully adapted to the dynamic

technological development.

3. Fulfilment of the requirements for implementation of the Status Change

3.1. On the Registration Date all requirements for implementation of Status Change of

separation with incorporation were fulfilled, namely:

3.1.1. Draft of this Division Plan was published on the web page of BRA and of the

Transferor continuously at least 60 days prior Decision Date;

3.1.2. Marian Mike Michel and Marek Slačik, the directors of the Transferor, adopted

and solemnized this Division Plan at the notary public;

3.1.3. The Founder, in capacity of the assembly of the Transferor, has enacted the

Decision by which the Division Plan which was solemnized by Marian Mike

Michela and Marek Slačik, the directors of the Transferor, is approved;

3.1.4. The Founder, in the capacity of assembly of the Transferor, on Decision Date,

has rendered the decision by which the change to the Memorandum of

Association of the Transferor is adopted;

3.1.5. The Founder, in the function of the Assembly of the Transferor on Decision

Date, made the Decision on decrease of the basic capital of the Transferor;

3.1.6. The Founder, in the capacity of assembly of the Acquirer, on Decision Date, has

adopted and certified the Memorandum of Association of the Acquirer;

3.1.7. The Founder agrees that no financial reports for the needs of implementation

of Status Change in accordance with the Article 490 paragraph 3 of the Law on

Companies will be prepared;

3.1.8. The Founder agrees that no auditors’ report on audit of the Status Change in

accordance with Article 490 paragraph 4 of the Law on Companies is to be made;

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3.1.9. Marian Mike Michel and Marek Slačik, the directors of the Transferor, have

made a written report containing the opinion on Status Change in accordance

with Articles 490 and 494 of the Law on Companies;

4. Providing of publicity

4.1. Draft of the Division Plan has been published on the web page of the Transferor

www.telenor.rs, and on the web page of BRA on the Date of Publication.

4.2. Publication from the Article 4.1. has been made at least 60 days prior to the Decision

Date on which the Division Plan has been approved, in accordance with the Article

495 of the Law on Companies.

4.3. The Founder, as the only member of the Transferor and the Acquirer, has been duly

informed, in line with the Article 495 Paragraph 3 of the Law on Companies, about

the time and place where it can inspect the documentation and acts on Status

Change, under the terms of the Article 496 of the Law on Companies.

5. Information to the Qualified Creditors

5.1. All Qualified Creditors of the Transferor were personally informed about the Status

Change at least 30 days before the session of the assembly of the Transferor on which

the Decision on Status Change was adopted and Division Plan was approved.

6. Data on replacement of shares

6.1. Considering that the Founder is owner of 100% of shares of the Transferor, and that

it will become owner of 100% of shares in the Acquirer after the Status Change, there

will be no change of ownership structure of the Acquirer and the Transferor, thus

there will be no share replacement.

7. Share capital

7.1. Total share capital of the Transferor before implementation of the Status Change

amounts to RSD 14,357,600,000.39. Share Capital structure of the Transferor prior to

the implementation of the Status Change in accordance with this Division Plan is

provided in the Table 1 below:

Table 1

Registered cash capital RSD 832,340,000.00

Paid-in cash capital RSD 4,340,000.00 paid-in on 4th of April 2006 RSD 828,000,000.00 paid-in on 26th of September 2006

http://www.telenor.rs/

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Registered non-cash capital

RSD 13,525,260,000.39

Non-cash capital contribution RSD 13,525,260,000.39 contributed on 31st of August 2006

Member with 100% of shares

PPF TMT BIDCO 1 B.V., Netherlands, registration no: 70498288

7.2. By implementation of the Status Change, reduction of base capital of the Transferor

shall be made, namely decrease in cash capital by RSD 449.454.904 and decrease in

non-cash capital by RSD 7,303,499,096.00 which represents a total decrease of the

Transferor's share capital in the amount of RSD 7,752,954,000.00. Base capital of the

Transferor shall be considered as reduced on the Registration Date. Proposal of the

decision on amendment of the Memorandum of Association of the Transferor is

enclosed as Appendix 2A of this Division Plan, and the Draft of the Decision on

decrease of the basic capital is enclosed as Appendix 2B of this Division Plan.

7.3. Overview of the base capital of the Transferor after Status Change is provided in the

Table 2 below.

Table 2

Registered cash capital

RSD 382,885,096.00

Paid-in cash capital

RSD 382,885,096.00


RSD 6,221,760,904.39

Non-cash capital contribution

RSD 6,221,760,904.39



7.4. Overview of the base capital of the Acquirer after Status Change is provided in the

Table 3 below.

Table 3

Registered cash capital

RSD 449,454,904.00

Paid-in cash capital

RSD 449,454,904.00


RSD 7,303,499,096.00

Non-cash capital contribution

RSD 7,303,499,096.00

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8. Principles of the division, value of assets and amount of liabilities which are being

transferred to the Acquirer by the Status Change, description and manner of transfer to

the Acquirer

8.1. Based on the Division Plan, transfer of the assets needed for performance of the

Business and/or of the assets that are by its nature or purpose used for performance

of the Activity of the Acquirer is being made from the Transferor to the Acquirer,

which includes but is not limited to all of the assets listed in this Article 8, Division

Balance Sheet of the Acquirer and the Asset register and the Appendices 4 – 31 of

this Division Plan.

8.2. The assets and liabilities transferred by this Division Plan from the Transferor to the

Acquirer in the Status Change are transferred according to their book value, which is

indicated in the Balance Sheet so that the Transferor transfers and the Acquirer

acquires net assets whose value is RSD 12,152,954,000.00, i.e. total assets whose

value is RSD 13,917,009,000.00 and total liabilities whose total value is RSD

1,764,055,000.00.

8.3. The transferred assets and liabilities are described in this Division Plan and the

relevant Appendices hereof.

8.4. For the avoidance of any doubt, the individual value of the assets and / or the amount

of liabilities, and thus the final value of the net assets as stated in the draft of Division

Plan shall be subject to subsequent adjustments and modification caused by any

change which occurs from the Date of Publication to the date of adoption of the

Division Plan by the Founder, whereby the final values after correction will be visible

in initial balance sheet of the Acquirer on the Registration Date.

8.5. Assets acquired by the Transferor after the Date of Publication until the Registration

Date, as well as assets which, due to a technical error, are not indicated to be

transferred to the Acquirer in accordance to the Division Plan, and which are in

function and / or in connection with the assets referred to in Article 8 of this Division

Plan and / or which are required to perform the Business by the Acquirer shall be

deemed to be transferred to the Acquirer based on this Division plan.

8.6. This Division Plan and the division of the assets and obligations conducted based on

this Division Plan, as well as based on the said Appendices is based on the division

principles defied in this Article 8, having in mind that each of the Appendices is

prepared based on the said principles. Therefore this principles will be a supplement

when interpreting the division of assets that has been made based on this Division

Plan and the said Appendices.

8.7. Transfer of assets based of Division Balance Sheet

8.7.1. Entire property which is listed in the Division balance Sheet and Asset Registry

which are provided as an Appendix 3A and 3B to this Division plan, as well as its

ancillary rights and obligations, are being transferred from the Transferor to the

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Acquirer, respecting the changes on assets determined by the Division Balance

Sheet and Asset Register that occur from the Reckoning Date to the Registration

Date.

8.7.2. The Division Balance Sheet contains the data defined based on a list of all

assets, rights and obligations listed in Articles 8.7 to 8.16 of this Division Plan, as

well as all other assets subject to transfer from the Transferor to the Acquirer on

the basis of the Status Change.

8.8. Transfer of movable property

8.8.1. The Transferor transfers to the Acquirer pursuant to this Status Change, and

the Acquirer accepts and acquires the transfer of all the Transferor's rights,

property and shares (including the possession, expected rights, legal hopes and

claims for transfer of the possession on any basis) on movable property solely

used for the purposes of Business on the Registration Date, as follows:

8.8.1.1. Movable assets and assets (including equipment, computers,

machines, spare parts, etc.) listed in the Balance Sheet and the Asset

Register, including accompanying ancillary rights; and

8.8.1.2. All business books and records, shipping notes, records of suppliers and

buyers, all collections and other documents as well as information in

written or electronic form (including material relating to regulatory and

compliance issues), including the general ledger and any ancillary records,

accounting log, incoming and outgoing invoices, that are related to the

assets and/or obligations that are transferred to the Acquirer in line with

this Division Plan.

8.8.2. On the Registration Date, or as soon as possible thereafter, the Acquirer shall

transfer the possession of the transferred movable property. If any part of the

transferred Movable Property is in the possession of the Third Parties, the

Transferor shall, as soon as possible after the Registration Date, notify such Third

Party that it holds such property for the account of the Acquirer. From the

Registration Date until the date of transfer of the possession to the Acquirer, the

Transferor shall, insofar as permitted by law, hold the said property in favour of

the Acquirer, who shall bare the potential risk of collapse of the subject property.

8.8.3. If the transfer of any part of the transferred Movable Property, i.e.

accompanying ancillary rights and powers, is conditioned by the Consent of Third

Party, the Acquirer shall in cooperation with Transferor obtain such Third Party

consent. During the period from the Registration Date to the date such Third

Party Consent is obtained, the Transferor shall, insofar as permitted by law, hold

the said property in favour of the Acquirer who shall bare the potential risk of

collapse of the subject property.

8.9. Transfer of ownership rights on immovable property

8.9.1. All ownership rights on the following immovable property, used for performing

Business, are being transferred from the Transferor to the Acquirer, as well as all

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other rights and obligations from the permits in line with the Clause 8.12.3 of this

Division Plan, and so:

8.9.1.1. Over the Technical Building which is located on the cadastral lot no.

6708/2 in the cadastral municipality Novi Beograd, as the building no. 1 –

Business Services Object – Airport City 1800 of the total area of 3024 m2,

as well as the ownership right on the cadastre lot no. 6708/2, which are

listed in the real estate cadastre excerpt no. 6488. Transfer of ownership

rights on the Technical Building is done by registering the ownership rights

in favour of the Acquirer at the competent real estate cadastre after the

Registration Date.

8.9.1.2. Over the Antenna Poles – objects of radio base stations and all other

ancillary objects that are constructed based on building and use permits and

other permits that are listed in the Appendix 4. The transfer of ownership

rights on the Antennae poles is made on the basis of registration of the

Status change.

8.9.1.3. Over the Dark Fibred that are constructed based on building and other

permits that are listed in the Appendix 5. The transfer of ownership rights

on Optical Cables is made on the basis of registration of the Status Change.

8.10. Transfer of insurance cover

8.10.1. The Transferor shall transfer to the Acquirer all insurance coverage that are in

relation to movable and immovable assets that is subject of the transfer in line

with this Division Plan, as well as the insurance coverage based on private health

insurance relating to employees whose employment will be continued after this

Status change with the Acquirer, whereby the Acquirer will provide the issuance

of a separate insurance policies that will take effect at the Acquirer and will be

effective beginning from Registration Date.

8.11. Transfer of rights and obligations from agreements and accompanying

ancillary rights

8.11.1. Subject of transfer from the Transferor to the Acquirer are rights and

obligations from the agreements whose execution has the purpose of performing

the Business, including but not limited on the contracts mentioned in the item

8.11. and related contracts, as well as any changes of the contracts listed here

which occur in the period between the Date of Publication and the Registration

Date, i.e. all contracts, offers, orders, executed or made by or in favour of the

Transferor in the period between the Reckoning Date and the Registration Date,

in which the Transferor is a contractual party and which is exclusively related to

the Business.

8.11.1.1. Transfer of agreements on right of use of locations on which

infrastructure, which is being transferred to the Acquirer based on the

Division Plan, is built/set up, as follows:

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- Agreements that represent legal basis of use of the ground/space on the

objects on the locations on which the antenna poles and/or antenna

carrier which are listed in the Appendix 6 are set,

- Agreements that represent connected agreements in relation to

agreements from the indent 1 of this paragraph 8.10.1.1, which are

numbered in the Appendix 6A,

- Agreements that represent legal basis for use of locations on which pico

repeaters are located which are listed in the Appendix 6B

- Agreements on Lease of locations on which the Transferor still has not

installed its equipment which are listed in the Appendix 6C

- Lease agreements concluded with Public Company Poste of Serbia, 2a

Takovska Street, reference number at the Transferor: 4/44/2019 dated

to 13 February 2019 for the leased locations i.e. space on the pole or

object of Public Company Post of Serbia, the list of which is stated in the

Appendix 7,

- General agreement on the provision of technical services which is

concluded with Public Company Emisiona tehnika i veze, reference

number at the Transferor 38/350/11 dated to 16 December 2011, as

well as individual Agreements on the provision of technical services for

each location individually, which are concluded on the basis of General

agreement on the provision of technical services from this indent, and

the list of which is given in the Appendix 8,

- Agreement on business and technical cooperation concluded with the

Ministry of Interior Affairs of the Republic of Serbia – Sector of analytics,

telecommunication and information technologies, reference number at

the Transferor: 249/14/16 dated to 14 January 2016, fore leased

locations i.e. pole space, object or pole the list of which is given in the

Appendix 9,

- Agreement on business-technical cooperation concluded with the

Company for Mobile communications ,,Serbia” BK-PTT ltd. Belgrade,

reference number at the Transferor 15/206/07 dated to 25 July 2007,

for the use of locations listed in the Appendix 10

- Agreement on long-term lease concluded with the Company for Mobile

communications ,,Serbia” BK-PTT ltd. Belgrade, reference number at

the Transferor 17/206/07 dated to 25 July 2007 on the use of locations

listed in the Appendix 10,

- Agreement for the lease of space on the pole/object concluded with W-

line ltd. Belgrade, reference number at the Transferor 32/293/10 dated

to 20 October 2010 as well as the individual contracts which are

concluded for each of individual locations in accordance with the Main

agreement form this line, and which are listed in the Appendix 11,

8.11.1.2. Transfer of agreements on the infrastructure exchange, as follows:

- Frame agreement on the provision of colocation services concluded

with Telekom Serbia a.d. Belgrade, reference number at the Transferor

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311/195/10 dated to 14 July 2010 with all individual agreements

concluded for each location individually, which are listed in the

Appendix 12,


with Telekom Serbia a.d. Belgrade, reference number at the -Transferor

12/45/08 dated to 14 February 2008 with all individual agreements


Appendix 12,

- Frame Agreement on the provision of colocation services concluded

with Telekom Serbia a.d. Belgrade, reference number at the Transferor

863/135/13 dated to 15 May 2013 with all individual agreements


Appendix 13,

- Frame agreement on the provision of colocation services and joint

usage of locations concluded with VIP mobile ltd. Belgrade, reference

number at the Transferor 13/113/10 dated to 23 April 2010 with all

individual agreements concluded for each location individually, which

are listed in the Appendix 14 and the Appendix 15,

- Agreement on joint planning and constructions of locations and dark

fibers concluded with VIP mobile ltd. Belgrade, reference number at the

Transferor 289/320/16 dated to 15.11.2016. with all individual

agreements concluded for each individual location, which are listed in

the Appendix 14 and Appendix 15


with ODS EPS Distribution, reference number at the Transferor

124/338/18 dated to 04.02.2018. with all accompanying annexes and

purchase orders issued under this Agreement.

8.11.1.3. Transfer of agreements on indefeasible right of use of dark fibers, as

follows:

- Agreements on indefeasible right of use on the basis of which the

Transferor has obtained indefeasible right of use of dark fibers whereas

the list of the respective agreements is provided in the Appendix 16,

while the Appendix 16A contains the overview of defined routes on

which the Transferor has acquired the indefeasible right of use which is

being transferred to the Acquirer;

- Agreements on indefeasible right of use on the basis of which the

Transferor has enabled indefeasible right of use of dark fibers to third

parties, which are listed in the Appendix 17,

8.11.1.4. Transfer of Frame agreements on the provision of electronic

telecommunication services, as follows:

- On the provision of Telehousing services provided by the Transferor,

which are listed in the Appendix 18,

- On the usage of Telehousing services by the Transferor, which are listed

in the Appendix 19,

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- On the provision of IP Transit services provided by the Transferor, which

are listed in the Appendix 20,

- On the usage of IP Transit services by the Transferor, which are listed in

the Appendix 21,

- On the provision of lease of capacity services provided by the

Transferor, which are listed in the Appendix 22,

- On the usage of lease of capacity services by the Transferor, which are

listed in the Appendix 23,

8.11.1.5. Transfer of lease agreements, as follow:

Agreement name Other contracting party

Refference number of the Contract at the Transferor and date of refference number

Lease contract (object in Novi Sad, Njegoševa street, No. 11)

Mobtel-PTT ltd. Belgrade, Sarajevska street, No. 48/I

39/76/09 dated to 17 March 2009

Lease contract (object in Niš, Generala Milojka Lešjanina street, No. 8)

Mobtel-PTT ltd. Belgrade, Sarajevska street, No. 48/I

37/76/09 dated to 17 March 2009

Lease contract for the business space (Kragujevac)

Public Company PTT Saobraćaja "Srbija", Takovska street No. 2

185/83/10 dated to 24 March 2010

Pre agreement on the Lease contract for the business space (Katićeva street, Belgrade)

Public company PTT Saobraćaja "Srbija", Takovska street No. 2

71/306/06 dated to 02 November 2006

8.11.1.6. Transfer of licence agreements, which are listed in the Appendix 24

8.11.1.7. Transfer of other agreements, which are listed in the Appendix 25A,

Appendix 25B and Appendix 25C.

8.11.1.8. Transfer of agreements on interconnection, whose list is given in

Appendix 26.

8.11.1.9. Transfer of accompanying personal data protection agreements,

including but not limited to the personal data protection agreements

relating to the Business and / or property subject to transfer based on the

Status Change and whose list is attached hereto as Appendix no. 27, as well

as all accompanying contracts or other legal operations closely related to

the transferred contracts, pertaining to the procedure and manner of

protection of personal data in connection with the execution of the

transferred contracts.

8.11.2. In addition to the contracts which are specifically named in this Division Plan

The Acquirer shall acquirer the contracts which are going to be concluded by the

Transferor, i.e. the offers made to the Transferor or by the Transferor and orders

issued by the Transferor in the period from the Date of Publication of the Division

Plan to the Registration Date and which are in the function of performing the

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Business, which shall be clearly indicated in each such contract. In addition to the

Transferred Contracts, on the basis of the Status Change, the Acquirer acquires

all accompanying ancillary rights, claims and obligations arising out of or related

to the Transferred Contracts, i.e. offers and orders from the Division Plan,

including but not limited to any received and / or given means of security in

favour or burden of the Transferor in connection with the Transferred contracts.

8.11.3. The transfer of all contracts listed in this Article 8.10 from the Transferor to the

Acquirer shall be made on the Registration Date. After the Registration Date, the

Transferor and the Acquirer will notify the other Contracting Party of all the

above mentioned contracts on the performed transfer of the contract.

8.12. Transfer of permits

8.12.1. Rights and obligations in relation to licences for usage of radio-frequencies

(MW licences) are being transferred from the Transferor to the Acquirer, which

are listed in the Appendix 28,

8.12.2. The permits referred to in Appendix 28 shall be transferred to the Acquirer on

the Registration Date.

8.12.3. All rights and obligations are being transferred from the Transferor to the

Acquirer in respect of all construction permits, works approvals, use approvals,

works applications and / or any other acts of the competent authorities issued

for the benefit of the Transferor in the construction of antenna poles, optical

cables and / or other properties required to conduct Business.

8.12.4. The Acquirer will, after the Registration Date, identify in the said procedures

as a party, based on the transfer of the permits listed in the Article 8.12.3.

8.12.5. Rights and obligations from the permits referred to in Article 8.12.3. of this

Division Plan are transferred to the Acquirer on the Registration Date.

8.12.6. The rights from the Conclusion of the Government of the Republic of Serbia

dated December 25th 2008 05 No. 351-5807 / 2008 on the basis of which the

Transferor was granted the right to identify itself in all proceedings related to the

construction of real estate in which the Telecommunications Company of Serbia

BK-PTT d.o.o. and to obtain subject permits in his own name are being

transferred from the Transferor to the Acquirer.

8.12.7. Transfer of rights referred to in Article 8.12.6. of this Division Plan to the

Acquirer is carried out on the Registration Date.

8.13. Transfer of receivables

8.13.1. From the Registration Date all receivables of the Transferor, with

accompanying ancillary rights which are listed in the Appendix 29 are being

transferred from the Transferor to the Acquirer

8.13.2. The transfer of claims referred to in Appendix 29 shall be transferred to the

Acquirer on the Registration Date. After the Registration Date, the Transferor and

the Acquirer will notify all debtors on the transfer of the claim.

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8.14. Transfer of obligations

8.14.1. From the Registration Date Obligations which are listed in the Appendix 30 are

being transferred from the Transferor to the Acquirer, total value of RSD

1,764,055,000.00 as well as accompanying debts, obligations and risks related to

the Business, and all obligations of the Transferor arising out of or in connection

with the transferred movable property, the transferred contracts, the

transferred claims, the transferred court proceedings, the transferred employees

and the transferred permits;

8.14.2. Also, the Acquirer shall acquire all obligations of the Transferor from the

Business relating to the elimination of deficiencies in the services provided during

the performance of the Business by the Transferor and all obligations of the

Transferor for damages caused by any service provided during the performance

of the Business.

8.14.3. By transferring the obligations from the Transferor to the Acquirer on the basis

of this Status Change, the Acquirer fully assumes the responsibility for the

fulfilment of these obligations so that the Transferor shall be relieved of the

Transferred Obligations from the Registration Date, insofar as it is in accordance

with the principle of joint and several liability applicable to Status Change in

accordance with the Law on Companies.

8.14.4. The transfer of obligations from the Transferor to the Acquirer shall be made

on the Registration Date. After the Registration Date, the Transferor and the

Acquirer will notify all creditors of the transfer of obligations.

8.15. Transfer of the rights based on the licences acquired by the Transferor

8.15.1. Rights based on the acquired licences which are listed in the Appendix 31 are

being transferred from the Transferor to the Acquirer.

8.15.2. The transfer of rights based on the acquired licences which are listed in the

Appendix 30 of this Division Plan from the Transferor to the Acquirer shall be

made on the Registration Date.

8.16. Transfer of intellectual property

8.16.1. This Division Plan transfers to the Acquirer the copyrights, know how and other

intellectual property rights which, on the Registration Date: (i) is exclusively or

predominantly used in connection with the Business and for the Business

purposes and (ii) is the property of the Transferor and which the Transferor may

dispose of, and in accordance with the inventory of the Transferor's assets from

the Asset Registry which is provided in Appendix 3B of this Division Plan and

based on which the Balance Sheet has been compiled, which is given as Appendix

3A to this Division Plan.

8.16.2. The Transferred Intellectual Property Rights shall be transferred to the

Acquirer by transferring the documentation or authorization of the Transferor by

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which it is ceded individually described Transferred Intellectual Property Right

with reference to this Article of the Division Plan. After the Registration Date, the

Acquirer will register the change of the name of the intellectual property rights

holder which rights are registered with Intellectual Property Office (if applicable).

8.17. All Transactions of the Transferor that are solely related to the Business and are

concluded and / or executed in the period from the Reckoning Date or from the Day

of Publication to the Registration Date, are considered to be part of the assets

necessary for conduction of the Business and which assets are subject of transfer

based on the Status Change and as such will be transferred to the Acquirer on the

Registration Date. In that respect, all contracts which the Transferor conclude, all

orders which it make and all offers which it issue, in the period from the Reckoning

Date to the Registration Date and which exclusively relate to the Business, are

transferred to the Acquirer on the basis of this Division Plan on the Registration Date

and Status changes made on its bases.

9. Consent for registration in public books and registries

9.1. The Transferor gives its irrevocable consent that the Acquirer may, after registration

of the Status Change before the BRA, based on this Division Plan, without subsequent

presence of the -Transferor or third parties and/or their approval/consent, inscribe

its ownership right over the Technical Building that is located on the cadastral lot no.

6708/2 in the cadastral municipality Novi Beograd, before the Republic Geodetic

Office, the cadastral office of Novi Beograd.

9.2. The Transferor gives its irrevocable consent that the Acquirer may, after registration

of the Status Change before the BRA, based on this Division Plan, without subsequent

presence of the Transferor or third parties and/or their approval/consent, inscribe its

ownership right over the Dark Fibres that are being transferred based on this Division

Plan, before the Republic Geodetic Office, the competent cadastral offices.

9.3. Additionally, in relation to assets and rights the transfer of which is conditioned by

registration in public books or registries, the Transferor gives its irrevocable consent

that the Acquirer may, after registration of the Status Change before the BRA, based

on this Division Plan, without subsequent presence of the Transferor or third parties

and/or their approval/consent , to transfer in its own behalf and to its own name all

such rights of the Company-Transferor before all competent registries, state/local

bodies, RATEL, public companies and other institutions.

10. Date from which the transactions of the Transferor shall be considered as transactions

performed on behalf of the Acquirer for accounting purposes

10.1. Division Balance Sheet enclosed hereto as Appendix 3 of this Division Plan comprises

of list of assets with balance on the date 31 December 2019.

10.2. In accordance with the Article 10.1., the Day of Calculation shall be the date from

which the transactions of the Transferor, for the bookkeeping purposes, shall be

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considered as transactions made on behalf of the Acquirer in accordance with Article

491, paragraph 2, item 6 of the Law on Companies.

10.3. In accordance with the abovementioned, the risk of collapse and damage to any part

of the Business or the asset transferred by this Division Plan, as well as the benefits,

fees and expenses in connection with the Business shall be transferred from the

Transferor to the Acquirer on the Reckoning Date.

11. All the benefits in the Acquirer that are being granted to the management of the

companies which participate in the Status Change

11.1. Members of the management body of the Transferor and Acquirer shall not be

granted any benefits for the purpose of Status Change.

12. Conditions under which the employment will continue in the Acquirer

12.1. Appendix 32 to the Division Plan contains list of employees of the Transferor, whose

employment is in connection with the Business, who will continue their employment

with the Acquirer after implementation of the Status Change, after the Registration

Date, in accordance with the existing working conditions, as required by Article 505,

paragraph 1, item 6 of the Law on Companies, and in accordance with Section X of

the Labour Law.

12.2. The Transferor shall notify the Employees form Appendix 32 in written about the

transfer of their employment contracts to the Acquirer within 30 days before the

planned Registration Date. Employees who have responded in the affirmative way to

such notice by the Registration Date will continue to work at the Acquirer.

12.3. The Transferor shall notify the representative union of employees of the Transferor

in writing, not later than 15 days before the planned Registration Date, of the

intended legal consequences of the Status Change and shall take further steps and

measures in accordance with Article 151 of the Labour Law.

12.4. In accordance with Article 105 of the Labour Law, the Acquirer shall apply the

Transferor’s Collective Agreement, as the previous employer, to the Transferred

Employees for at least one year from the date of entry into force.

12.5. With Registration Date, the Acquirer will assume all obligations arising out of or in

connection with the Employees named in Appendix 32, with the exception of

employment obligations that (i) are due before the Registration Date, or (ii) are

settled by the Transferor prior to the Registration Date.

12.6. For the avoidance of doubt, the Transferor reserves the right to keep the list of

Employees in the Business in Appendix no. 32 of this Division Plan, amendments or

additions in the period from the Date of Publication to the date of adoption of the

Division plan by the Founder, to the extent that, in accordance with the current and

planned needs of the Business, there is a need for new Employees in the Business.

13. Transfer of court and administrative proceedings

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13.1. Appendix 33 to this Division Plan provides an overview of the Disputes and

proceedings of the Transferor which are conducted in respect of the Business and

the property subject to transfer from the Transferor to the Acquirer under this

Division Plan.

13.2. After the Registration Date, the Acquirer will enter into all disputes and

procedures referred to in Appendix 33 of the Division Plan, as well as any other

proceedings and disputes regarding the property subject to transfer under the

Status Change and relating to the Business.

13.3. In the event that from the Date of Publication until the Registration Date a

Dispute or other legal or administrative proceeding is initiated arising in connection

with the Business and / or in connection with the property subject to transfer by

virtue of the Status Change, the procedure shall be included to the list in Appendix

33.

13.4. The Acquirer shall reimburse to the Transferor all obligations, expenses of

attorneys, fees and / or third parties in respect of disputes in Appendix 33 which

arises after the Reckoning Date.

13.5. The Transferor shall transfer to the Acquirer all benefits and funds it may

receive on any basis in connection with the Disputes in Appendix 33 after the

Reckoning Date.

14. Burden on shares

14.1. On the basis of the Pledge, a lien on 100% of shares in the Transferor was registered,

namely:

14.1.1. Base amount of secured claim is: EUR 10,000,000,000.00.

14.1.2. Maximum amount of secured claim is: EUR 15,000,000,000.00.

14.1.3. Debtors are: PPF Arena 1 B.V., PPF Telco B.V, PPF Infrastructure B.V.

14.2. Pursuant to the Article 505 of the Law on Companies, burdens on shares of the

Founder of the Transferor shall go to 100% of shares of the Acquirer, so that the

pledge will be registered on 100% of shares in Transferor and 100% of shares in

Acquirer.

15. Entry into force of the Division Plan and legal consequences of the Status Change

15.1. This Division Plan shall enter into force on the date of rendering of the decision on

status change by the Founder by adopting the Division Plan. Division Plan shall be

notarized in line with the law which regulates notarization of the signatures.

15.2. The Division Plan shall have a legal effect from the Registration Date.

15.3. The Acquirer shall become jointly and severally liable with the Transferor for its

obligations that were not transferred to the Acquirer, but only up to the amount of

value of assets of the Transferor that has been transferred to it and liabilities of the

Transferor which it took over, except if otherwise contracted with a specific creditor.

15.4. On the date of registration of the Memorandum of Association of the Acquirer in BRA,

the Acquirer shall acquire entire assets necessary for Business, in a way prescribed in

this Division Plan, with all existing burdens and limitations and associated rights and

obligations.

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15.5. In addition to the effects that the Status Change will have under this Division Plan and

the Law on Companies, it is considered, to the extent permitted by law, that the

Acquirer is a Successor to the Transferor in respect of all rights and obligations arising

from or in connection with Business and rights and obligations that are transferred to

the Acquirer based on this Status change.

15.6. The Acquirer is authorized to use, as references to its business and its financial

capacities in public procurement proceedings and other procedures in which it is

obliged to prove the existence of the related financial capacities and results, the

references and financial capacities engaged in the Business and used by the

Transferor for Business needs by Registration Date. The Acquirer shall prove the

aforementioned references and capacities by referring to the financial statements of

the Transferor from previous years without being authorized to create or assume any

obligation for the Transferor.

15.7. In order to commence the Business by the Acquirer under the general authorization

regime on the Registration Date, the Transferor shall, in accordance with Article 38

of the EC Law, notify RATEL at least 15 days before the Registration Date on the

commencement of the Business by the Acquirer on the Registration Date.

16. Miscellaneous

16.1. By this Status Change, a part of the assets that is needed for performance the

Business, with the intention that with such assets transferred by this Status Change

the Acquirer initiates with performing the Business, within the meaning of the Value

Added Tax Law. Accordingly, value added tax is not applicable to a Status Change.

16.2. All Appendices given with this Division Plan are its integral part.

16.3. In case that any provision or any part of this Division Plan becomes void or

unenforceable, or in case that any omission in this Division Plan becomes obvious,

the remaining provisions of this Division Plan will continue to have an effect. In such

case, the Transferor will seek to replace such provision or to correct an omission by

adding a provision which best reflects economic intentions of the Transferor at the

time of conclusion of this Division Plan, and it will sign all agreements and documents

required in this relation.

16.4. The Transferor will transfer to the Acquirer all payments, information notices,

correspondence or inquiries related to Business and/or assets transferred to the

Acquirer based on this Division Plan.

16.5. This Division Plan was made in Serbian and English. The English version of the

Division Plan is given as the Appendix 34 of this Division Plan. In case of any

discrepancies between Serbian and English version, Serbian version shall prevail.

16.6. This Division Plan was made in 8 original counterparts, each of which has equal legal

strength, one counterpart for BRA, one for Notary Public, one for competent tax

authority, one for RATEL, two for Transferor and two for Acquirer.

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Directors of the Transferor

_________________________

Marian Mike Michel

_________________________

Marek Slačik

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