Decision on Establishment of the Ltd Project Consulting

Pursuant to Article 64 of the Companies’ Act, the Government of Montenegro, in its session held
on 20 December, 2007, passed the following
DECISION
ON ESTABLISHMENT OF THE LIMITED COMPANY "PROJECT - CONSULTING" -
PODGORICA
("Official. Gazette of Montenegro", No. 07/08 on 01.02.2008)
I GENERAL PROVISIONS
Article 1
Hereby, the National Project Implementation Unit shall be established for implementing projects
from communal services and environmental protection as the Limited Company (hereinafter
referred to as: Ltd Company).
Article 2
Ltd Company from Article 1 of this <strong>Decision</strong> shall be established as One Member Ltd Company
for performing tasks significant for Montenegro and local self-government.
Article 3
Founder of the Ltd Company is Government of Montenegro (hereinafter referred to as: founder).
Ltd Company shall be established as an open-ended Company.
Article 4
Limited Company is independent in legal affaire, concludes contracts and carries out other legal
tasks.
Ltd Company is liable for the performance of its obligations with all of its assets.
Founder is liable for the obligations only to the extent of its shares’ per value.
II NAME AND SEAT OF THE LTD COMPANY
Article 5
The full name of the Ltd Company is: Limited Company "Project - Consulting" Podgorica. The
short name of the Ltd Company is "PROCON" d.o.o. Podgorica.
The registered office of the Ltd Company shall be in Podgorica.
III ACTIVITIES OF THE LTD COMPANY
Article 6
Activities of the Ltd Company include provision of expert assistance for implementation of
programmes from area of communal services and environmental protection designed by the
founder, that is, local self-government where it relates contracts of founder with international
financial institutions and respective funds of European Union (hereinafter referred to as: financial
institutions) of funding projects relating these areas and in particular:
- application of the projects and provision of expertise for drafting necessary documents for
implementing these projects, analysis of the feasibility and sustainability of the projects
and their compliance with strategic plan documents;

- preparation of project tasks for drafting feasibility studies, studies of environmental impact
assessment, necessary project documentation, etc;
- performance of tasks relating organisation and carrying out of tender procedure,
organisation and evaluation of tenders and other activities stipulated by the contract on
funding projects from the area of communal services and environmental protection;
- expertise for preparing contracted documentation;
- preparation of report on the implementation of projects funded by the international
financial institutions as required by the founder, local self-government and the
international financial institutions;
- delivery of other tasks in compliance with the Statute.
During its operation referred to under paragraph 1, Ltd Company establishes cooperation with
international financial institutions and local self-government for providing material and
professional assistance for implementation of the specific projects.
Ltd is entitled to perform other tasks within its competence.
IV AUTHORISED CAPITAL
Article 7
The authorised capital of the Ltd Company is the amount of 500 000,00 €, which will be paid in
accordance with the following dynamics:
- on date of registration 80 000,00 €;
- during 2008 210 000,00 € and
- during 2009 210 000,00 €.
Authorised capital referred to under paragraph 1 is property of the founder.
Article 8
Ltd Company shall provide the funds for its functioning from:
- charging for the Ltd Company’s services;
- donations;
- other sources in compliance with the Law.
Funds referred to under paragraph shall be provided on the basis of the annual Action Plan of the
Ltd Company.
V ORGANISATION AND MANAGEMENT OF THE NATIONAL UNIT
Article 9
Ltd is manager by the founder in a way and under the conditions stipulated by the Law, this
<strong>Decision</strong> and Statute of the Ltd Company.
Article 10
The founder of the Ltd Company:
- gives approval to the Statute of the Ltd Company,
- decides upon organizational changes of the Ltd Company,
- gives approval to the annual Action Plan and financial projections of the Ltd Company,
- considers annual performance report and financial projections of the Ltd Company, that is,
financial statements;
- decides upon distribution of profit upon a proposal by the Director,
- decides upon revision of constituent capital upon a proposal of the Board of Directors,
- considers development strategy of the Ltd Company,

- considers performance reports,
- gives approval to election of Executive Director of the Ltd Company,
- gives approval to the Act of organisation and systematisation of positions,
- appoints independent auditing agency.
Article 11
Organisation and method of work of the Ltd Company shall be regulated by the Statute and other
general acts in compliance with the Law.
The Board of Directors approves the Statute of the Ltd Company.
Article 12
The bodies of the Ltd Company are Board of Directors and Executive Directors.
Ltd Company may have its Advisory Committee.
Number, structure and method of selecting members of Advisory Committee are stipulated by the
Statute of the Ltd Company.
Board of Directors of the Ltd Company is appointed by the founder for the four-year period.
The method of proposing, selecting and appointing of members of the Board of Directors are
stipulated by the Statute of the Ltd Company.
Rights, duties and responsibilities of the Board of Directors and Executive Director are stipulated
by the Statute of the Ltd Company.
Article 13
Board of Directors is the body managing the Ltd Company.
Members of the Board of Directors perform their tasks for the interest of the Ltd Company and
act with the diligence of a good manager.
Article 14
The Board of Director shall comprise seven members as follows: one representative of the state
administration authority responsible for communal services and funding, three representatives of
the local self-government proposed by the Community of Municipalities of Montenegro, one
representative of the stakeholders (NVO, scientific and professional organizations, individuals,
etc.) and one representative of the employees of the Ltd Company.
The Board of Directors shall make valid decisions if majority of members of the Board is present
at meetings, and it shall make decisions upon votes of the majority of total number of members of
the Board, provided other forms of majority are not stipulated by the Statute.
Article 15
Board of Directors:
- approves the Statute of the Ltd Company;
- defines business policy of the Ltd Company, approves acts for its implementation and
defines compensation for performance of services;
- adopts annual Action Plan and financial projections of the Ltd Company and annual
financial statements;
- adopts report on implementation of annual Action Plan and financial projections of the Ltd
Company;
- proposes to the founder decrease or increase of the authorised capital;
- proposes to the founder distribution of profit and covering of losses;
- elects Executive Director with approval of the founder;
- submits performance report to the founder at least once a year;
- approves Act on organisation and systematisation of positions;

- performs other tasks deriving from the Law and Statute of the Ltd Company.
Acts referred to under paragraph 1, 3, and 4 shall be approved by the Board of Directors with
prior consent of the founder.
Article 16
Executive Director is the management body of the Ltd Company.
Executive Director shall be answerable for legitimacy, profitability and efficiency of the work of
the Ltd Company.
Executive Director shall be appointed by the Board of Directors for the period of four years, with
the consent of the founder.
Conditions for appointing Executive Director are stipulated by the Statute.
Article 17
Executive Director:
- represents the Ltd Company;
- organises and heads the work of the Ltd Company;
- proposes acts approved by the Board of Directors and is responsible for enforcing
decisions and other acts of the Board of Directors;
- prepares proposal of the annual Action Plan, financial projections and annual financial
reports of the Ltd Company;
- submits report on implementation of annual Action Plan and financial projections of the
Ltd Company;
- participates in establishing criteria for using assets and distributing profit;
- concludes contracts on behalf of the Ltd Company;
- perform other duties deriving from the Law, <strong>Decision</strong> on establishment, Statute of the Ltd
Company and decisions of the Board of Director.
VI TERMINATIN OF THE LTD COMPANY
Article 18
Ltd Company terminates in two cases and under the conditions deriving from the Law.
VII TRANSITIONAL AND FINAL PROVISIONS
Article 19
Board of Directors shall be appointed within 30 days as of the day of entering into force of this
<strong>Decision</strong>.
A representative of the employees shall be proposed by the Acting Director on the first
convocation of the Board of Directors.
The Statute of the Ltd Company shall be approved and Executive Director shall be appointed
within 15 days as of the day of appointing the Board of Directors.
Article 20
An authorised person for representing Ltd Company in process of establishing is Acting Director
Nebojša Popović, with permanent address: Vaša Raičkovića St, No. 34 in Podgorica, holder of ID
card142794, issued by Ministry of Internal Affairs, Montenegro, CB Podgorica.
Article 21

This <strong>Decision</strong> shall enter into force on the eighth day as of its publishing in the Official Gazette
of the Republic of Montenegro.
No: 03-10329
Podgorica, 20 December, 2007
Government of Montenegro
Prime Minister,
Mr. Željko Šturanović, s.r.