Category: Serbia

  • Recognition of Corporate Cards for Purchase of Goods and Services in Fiscalization and VAT Regulations

    Usage of corporate cards issued by goods and services providers to their corporate clients, have been recognized and regulated by the latest amendments of relevant Serbian regulations related to fiscalization and to VAT.

    The latest amendments of the Serbian Rulebook on types of fiscal receipts, types of transactions, payment methods, reference number of other documents, and specificities of other elements of fiscal receipt (“Official Gazette of the Republic of Serbia”, nos. 31/2021, 99/2021, 10/2022 and 49/2022) – the Rulebook on Fiscal Receipts – that came into force on 22 April 2022, treat corporate cards as one of the manners of payment for goods and services and impose an obligation of issuance of fiscal receipt and obligation to issue a separate invoice, in accordance with VAT regulations.

    Simultaneously, the latest amendments of the Serbian VAT Rulebook (“Official Gazette of the Republic of Serbia”, nos. 37/2021, 64/2021, 127/2021, and 49/2022) were rendered, synchronizing the VAT regulations with the above amendments of the Rulebook on Fiscal Receipts. The VAT Rulebook addresses fiscal receipts issued on the basis of the use of corporate cards in the provisions that regulate whether a fiscal receipt is or is not considered an invoice, in terms of VAT Law, stating that fiscal receipt issued on the basis of purchase via corporate card is not an invoice pursuant to VAT Law. The general importance of this distinction remains the same – in cases when fiscal receipt is considered as an invoice in terms of VAT Law, when and if issuing a separate invoice, the VAT taxpayer does not have to indicate on such invoice all data required by VAT Law, but may only indicate the total payment amount for the subject transaction.

    By Nikola Djordjevic, Partner, and Marija Vukcevic, Senior Associate, JPM Jankovic Popovic Mitic

  • Deal 5: Gomex General Director Goran Kovacevic on Sale to Ceecat Capital

    On April 11, 2022, CEE Legal Matters reported that Jankovic Popovic Mitic had advised Gomex and the Seaf South Balkan Fund on the sale of Gomex to Ceecat Capital. CEE In-House Matters spoke with Goran Kovacevic, General Director at Gomex, to learn more about the sale.

    CEEIHM: To start, tell us a few words about Gomex.

    Kovacevic: Gomex is a retail chain of consumer goods with 2,500 employees at the moment. We mainly sell food products (88%) in stores with formats from 150 square meters to 500 square meters. We currently operate 212 stores and three distribution centers. Last year’s turnover was around EUR 150 million. We mostly operate in the northern part of Serbia but we started expanding by opening another 70 stores in different locations in the country.

    CEEIHM: What do you believe it was about Gomex that made it a particularly attractive target for the buyer?

    Kovacevic: There are many different reasons. Globally, Serbia has become popular with foreign investors. Gomex works in an industry that has proven to be resilient to crisis situations such as COVID-19 or the current war in Ukraine. On the other hand, Gomex is a well-organized company with a built-in infrastructure for rapid expansion and with good experience in previous cooperation with the SEAF fund. And, finally, in Serbia, the so-called traditional trade is still present to a large extent, and that is Gomex’s target market space.

    CEEIHM: What are the next plans for the company now, post-acquisition?

    Kovacevic: As I said, Gomex has built up the infrastructure and an organization that can support the opening of at least 150 more stores without significant additional investment. Therefore, the main direction of development will be organic expansion and potential acquisitions of smaller retail chains.

    CEEIHM: What were the legal aspects of the deal that you would point to as the most complex?

    Kovacevic: Probably the most complex part of the job was to reconcile two rather different legal systems. The funds prefer the English legal system, but all our business is conducted in accordance with local, Serbian legislation. Since this is a job that requires a lot of money, both parties (the CEECAT fund and I) had to precisely agree on every detail of the future cooperation. In the end, everything ended well, primarily due to the clear interests and willingness to compromise of both contractors.

    CEEIHM: And why did you choose JPM to act as your advisor on the sale?

    Kovacevic: JPM is a firm with extensive experience in this type of transaction and has a significant number of top lawyers who can cover every aspect of the business. Personally, I am very pleased with their commitment and serious approach to every part of this complicated contract, as well as their unlimited availability at any time. When it comes to work that will determine the future of the company, but also the future of myself and my family, that is invaluable.

    Originally reported by CEE In-House Matters.

  • Novelties in Serbian Tax System

    With the acceleration of the process of transition to a market economy, since 2001, Serbia has carried out a fundamental reform of its tax system, which has undergone several further changes in the past two decades. Last year brought numerous changes to the tax system in Serbia, and the introduction of the taxation regime for digital assets and tax control were a particular focus.

    Namely, the newly adopted Law on Digital Assets raised numerous questions about the tax treatment related to their holding and trading. As a response, the National Assembly of the Republic of Serbia adopted amendments to the set of domestic tax laws.

    By the amendments to the Law on Property Taxes, digital assets are subject to inheritance and gift tax at the rate of 2.5%, whereby the tax base is the market value of digital assets at the moment they are inherited, i.e., gifted. Property tax and property transfer tax do not apply to digital assets.

    According to the Personal Income Tax Law, any natural person who transfers digital assets is obliged to pay personal income tax. In particular, income from the transfer of digital assets is taxed with capital gains tax. Capital gains, as the difference between the selling price and the purchase price achieved through the transfer of digital assets, are taxed at the rate of 15%. Furthermore, some tax reliefs are prescribed as well. The law prescribes a tax exemption for 50% of realized capital gains invested into the share capital of a legal entity or investment fund whose center of business or investment activities are in Serbia.

    Under the Corporate Income Tax Law, the sale or other transfer against consideration of digital assets by legal entities shall be subject to capital gains tax at the rate of 15%. A legal entity that achieves capital gains by selling digital assets will include those capital gains in the corporate income tax base.  In addition, a legal entity acquires the right to tax relief by not including capital gains achieved by selling of digital assets in the income tax base if it invests those funds in the share capital of a legal entity or investment fund whose business center or investment activities are in Serbia.

    Another significant novelty relates to the introduction of a special property tax with the Law on the Origin of Property and Special Tax. Being in effect from March 12, 2021, this piece of legislation has attracted a lot of attention from the very beginning – both from the professional public and others – not only because of the subject of regulation but also because of its legal solutions.

    The competent tax administration unit shall ex officio or upon application initiate a procedure to determine whether the assets of a certain natural person correspond to the income that person earned and presented through tax returns in the previous period. The burden of proving the property increase concerning the reported income is on the tax administration, and it is up to the natural person to prove the legality of its acquisition.

    If it seems probable that within a maximum of three consecutive calendar years, during which a natural person has seen an increase in the value of their property and there is a difference greater than EUR 150,000, a so-called “control procedure” will be initiated. A natural person whose property is the subject of control has the right to participate in the control procedure and to submit evidence proving the legality of the property. Upon completion of the control, the special unit of the tax administration issues a decision determining the special tax if it establishes said discrepancies.

    The special tax base is determined by the value of the assets to which the special tax is applicable. It is the sum of the revalued value of the property for each calendar year that was the subject of control. In essence, the tax base has been expanded by amendments to the law to include the value of a person’s natural assets and the value of expenditures for private needs which combined exceed the declared income. The special tax rate is 75%. Therefore, in addition to tax control and collecting special tax, the extremely high rate provided by the law indicates that the goal of passing the law was punishment for tax evasion.

    Bearing in mind all the amendments to tax legislation, it is noticeable that there is a clear tendency of the competent authorities to use special tax collection and the expansion of digital assets businesses to rebuild and develop the economy.

    By Igor Zivkovski, Partner, Zivkovic Samardzic

    This article was written before the advent of the war in Ukraine and was originally published in Issue 9.2 of the CEE Legal Matters Magazine on March 1, 2022. More current articles on developments in Ukraine can be found in our #StandWithUkraine section. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Crypto Banks in Serbia – Myth or Reality?

    Legal framework of the digital assets market.

    With the adoption of the Law on Digital Assets (“LDA“) and its entry into force on 29 June 2021, the legal system of the Republic of Serbia for the first time regulated the field of digital assets, defined basic concepts related to digital assets, modalities and conditions for entities providing services related to digital assets, procedures and conditions for entering the market of these services, including the regulation of certain instruments and institutes related to digital assets that were unknown or at least less represented in the legal system of the Republic of Serbia.

    The LDA was adopted with the aim of defining the legal position of digital assets holders in the digital assets market of the Republic of Serbia, regulating the position of entities providing services related to digital assets, regulating financing modalities through certain digital assets instruments, and ultimately introducing legal certainty into the digital assets and digital assets services market.

    Thus, the tendency of the legislator is ultimately reflected in introducing legal certainty and regulating the position and mutual relations of participants in the digital assets market. The introduction of legal certainty through the adoption of the LDA, as a kind of an economic policy instrument, indicates the tendency of the legislator to facilitate the expansion and strengthening of the market of digital assets and services related to digital assets in the Republic of Serbia.

    In this regard, assuming that the basic concepts in this field are known to the reader, there are issues concerning the provision of services related to digital assets, the entrance of providers of these services into the market, the possibility of establishing “crypto banks” in the domestic market in accordance with foreign business models of such entities, and the range of services that fall under the services related to digital assets, along with the other issues of importance for doing business in this field.

    This article addresses the basics for commencing the provision of services related to digital assets, as well as the preconditions for entering the market of services related to digital assets, while we will address the matter of issuing digital assets and the initial offer of digital assets in some of our future articles.

    What is meant by digital assets?

    The term digital assets, i.e. virtual assets, refers to a digital record of value that can be digitally bought, sold, exchanged or transferred and which can be used as an instrument of exchange or investment. Digital assets do not include digital currency records that are payment instruments or other financial assets regulated by other laws. From the above definition there are certain exceptions explicitly stipulated in the LDA.

    The term services related to digital assets includes: receipt, transfer and execution of orders related to the purchase and sale of digital assets on behalf of third parties, services of purchase and sale of digital assets for cash and/or funds on the account and/or electronic money, services for the exchange of digital assets for other digital assets, safekeeping and administration of digital assets on behalf of users of digital assets and related services, services related to the issuance, offer and sale of digital assets, with (sponsor) or without (agency) obligation to purchase, keeping a register of rights of lien on digital assets, services of accepting/transferring digital assets, managing the portfolio of digital assets, as well as organizing a platform for trading in digital assets.

    The provision of services related to digital assets is conditioned by the previous obtaining of a license by the competent authority, which is issued after determining the fulfilment of a number of conditions prescribed by the LDA such as security and information components, as well as other administrative conditions prescribed by the LDA.

    Entities that can provide services related to digital assets

    First of all, it is necessary to make a distinction between entities that own digital assets or are engaged in mining of digital assets, from entities that provide services related to digital assets.

    Namely, mining is a type of acquisition of digital assets by participating in the provision of computer certification of transactions in information systems related to certain digital assets, hence the provisions of the LDA do not apply to mining.

    Services related to digital assets are explicitly listed above, and for their provision it is necessary to meet the prescribed conditions and obtain the necessary licenses. In addition to digital assets related services, a digital assets-related service provider may only perform those activities and services that are directly related to digital assets-related services.

    Therefore, services related to digital assets can be provided by all legal entities in accordance with the forms prescribed by the Law on Companies, as well as by entrepreneurs, after fulfilling the conditions and obtaining the necessary licenses.

    Depending on the scope and type of services that a business entity plans to provide, there are different conditions that business entities must meet before starting to provide services. In this sense, the modality of the digital assets service provider that can provide the widest range of digital assets services under the LDA is the modality of the Digital Assets Trading Platform ( “Platform”).

    The organizer of the Platform may provide the listed services related to digital assets, except for the investment advisory services and digital assets portfolio management services, subject to certain restrictions and exceptions prescribed by the LDA.

    The Platform is the entity that most closely matches the comparative term of crypto banks. For the sake of terminological clarification, crypto banks that exist in comparative legal systems (for example, Switzerland) cannot operate according to that model on the territory of the Republic of Serbia.

    Namely, crypto banks are not the classic banks as we know them and their business model in comparative systems does not correspond to our understanding of the business of classic banks. In this regard, the LDA (with certain exceptions) prohibits banks from providing services related to digital assets.

    Therefore, due to the breadth of business opportunities of the Platform, hereafter in this article we will only address the conditions for entering the market of digital assets service providers in the modality of the Platform, since the scope of the Platform is the closest to the crypto bank comparative models. In the domestic market, the Platforms are recognized as crypto exchange offices, and their business within the secondary market of digital assets is of great importance for the domestic market and further development of this field.

    Entering the digital assets services market in the form of a Platform

    The realization of the business project of the Platform takes place through a legal entity (the most practical and most frequent case is a limited liability company) that is not associated with any of the financial institutions under the supervision of the National Bank of Serbia (“NBS“). The LDA stipulates that the provider of services related to digital assets must have the legal form of a company in terms of the law governing companies, which implies that potential investors are delegated discretionary authority to freely choose the form of a company to perform these activities in accordance with the Law on Companies.

    The organization of the Platform can be performed only by the company that has been issued a license for the provision of services related to digital assets.

    Thus, the entry into the market of providers of services related to digital assets in the modality of the Platform, is initiated by the application for a license submitted to the competent authority. Along with the application for a license, it is necessary to submit the documentation proving the fulfilment of the conditions related to the following:

    1. Minimum share capital

    The LDA prescribes that the minimum share capital for the establishment of the Platform in the amount of EUR 125,000 in dinar equivalent according to the official middle exchange rate of the dinar against the euro determined by the National Bank of Serbia.

    The share capital of the platform can be pecuniary or non-pecuniary (e.g. in software), provided that at least half of the share capital must be subscribed and paid in cash. The Founder of the Platform is obliged to ensure that the capital of the Platform is always in the amount not less than the stated amount of the minimum capital. In that sense, the Platform is obliged to submit to the NBS a report on the minimum capital within the deadlines specified in the relevant bylaws.

    2. Business plan

    Business plan with the projection of revenues and expenditures for the first three years of operation on the basis of which it can be concluded that the applicant will be able to ensure compliance with the appropriate organizational, personnel, technical and other conditions for continuous, stable and secure operations, including the number and type of expected users of digital assets, as well as the expected volume and amount of digital assets transactions, for each type of service related to digital assets that it intends to provide.

    3. Hardware, software and security aspect

    In addition to the prescribed requirements regarding the hardware and software component, the internal system of the Platform must meet the requirements in terms of the measures for security management of the information and communication system, internal controls, measures to protect the funds of digital assets users, etc.

    4. Organizational structure, credibility, and expertise of board members

    Board members and managers of the digital assets service provider must have a good business reputation, while the employees must undergo the adequate training for conducting digital asset transactions. The competent authority passes the decision on granting its consent to electing the proposed board members and managers of the digital assets service provider based on the evidence that the conditions prescribed by the LDA have been met, when it assesses that the proposed board members and managers of that provider have a good business reputation. In addition, the applicant for a license must provide the competent authority with the information on persons closely related to the applicant with a description of that connection.

    5. Other administrative conditions

    The provider of services related to digital assets is obliged to establish adequate rules and procedures that ensure that the business of the Platform, its management and managers, as well as employees, is in accordance with the LDA and other bylaws of the supervisory authority, and other regulations of the Republic of Serbia, especially the regulations preventing money laundering and terrorist financing.

    Obtaining a license

    The competent authority shall decide on the application for a license to provide services related to digital assets within 60 days from the date of receiving a valid application.

    If the request is irregular, the competent authority shall within 20 days from the day of receiving the application, inform the applicant how to edit the request, in which case the 60-day period for deciding on the application for a license shall commence on the day of submitting the regular application.

    The supervisory authority shall issue a decision on granting a license when it determines that all conditions have been met in accordance with the LDA.

    In the event that the competent authority rejects the application for a license, the applicant may not submit a new application for a license to provide services related to digital assets within one year from the date of the decision to reject the application.

    Projection of the costs of establishing the Platform

    As we already stated above, the LDA prescribes the minimum share capital for the establishment of the Platform in the amount of EUR 125,000 in RSD equivalent according to the official middle exchange rate of the dinar against the euro determined by the National Bank of Serbia.

    In addition to the minimum share capital, in the process of establishing the Platform, it is necessary to pay certain fees to the competent authorities (fee for addressing the request for issuing a license, fee for addressing the request for granting consent to the proposed board members and managers, fee for addressing the request for granting consent to the general acts of the company, etc.).  

    Additionally, all the accompanying costs of preparing the documentation (security and information documentation) are not included in the cost projection because they depend on each individual case.

    Providing services related to digital assets abroad

    In case the organizer of the Platform intends to provide services directly abroad, i.e. to provide services related to digital assets from the Republic of Serbia (online) to foreign customers, the organizer is obliged to obtain an additional license from the competent authority. The procedure for obtaining a license to provide services related to the digital assets abroad is to some extent consistent with the procedure for obtaining a license to provide these services in the Republic of Serbia, with certain specifics such as: the obligation to submit specifications of software and hardware components of the company, evidence that regulations in the country where the organizer intends to provide services are in line with international standards in the field of prevention of money laundering and terrorist financing, etc.

    Conclusion

    To conclude, in accordance with the current regulations in this field, the establishment of crypto banks based on models that operate in comparative systems sensu stricto is not possible. The model of organizing the provision of services related to digital assets in the Republic of Serbia that most closely corresponds to the concept of crypto banks (although it is not a crypto bank) is the model of the Platform.

    However, given the small period of time that has passed since the beginning of the LDA application, it is possible that, in accordance with the practice and experience in the LDA application, in the forthcoming period new ideas would form and competencies of the Platform and other models for providing services related to digital assets get expanded, in a way that would correspond more closely to the crypto banks that exist in comparative systems of other countries.

    By Vladimir Milosevic, Partner, and Eldar Rizvanovic, Associate, Milosevic Law Firm

  • Electronic Signing of Documents in Serbia – Novelties in Signing of Financial Statements for Business Registers Agency

    Starting from March 23, 2022, Serbian Business Registers Agency (“the SBRA”) has allowed the use of electronic signature in cloud in the Special Information System for drafting and submission of financial statements.

    The respective qualified electronic certificate in cloud is issued free of charge by the Office for IT and eGovernment, while its Portal for Electronic Identification provides the information and instructions regarding the activation of relevant mobile application (ConsentID) and qualified electronic certificate in cloud, as well as the procedures for signing documents in such manner.

    According to the notice published on the SBRA’s website, in the upcoming period the SBRA will enable the use of qualified electronic certificate in cloud in other applications available on its website too, as well as the use of qualified electronic certificates in clouds issued by other issuers from the Register of Qualified Trust Service Providers.

    What is a qualified electronic signature?

    The Law on Electronic Document, Electronic Identification and Trust Services in Electronic Operations (Official Gazette of RS no. 94/2017 and 52/2021) (“the Law”) defines the qualified electronic signature as advanced electronic signature made by qualified tools for electronic signature creation, which is based on qualified certificate for electronic signature issued by the provider of qualified trust service in accordance with this law.

    Accordingly, qualified electronic signature is a set of electronic data used for establishing true identity and authenticity of a person signing the documents, establishing validity of the signed data, and ensuring their protection during transfer. In other words, qualified electronic signature is what gives validity to the document, considering that it has equal legal effect as personal signature (on paper).

    Electronic signature is being “qualified” because it is issued by the certification authority competent for its release (such as the Serbian Chamber of Commerce, Ministry of Interior of the Republic of Serbia, PE “Poste Srbije” etc.).

    Therefore, qualified electronic signature has a wide scope of application – in daily operation (e.g., for concluding contracts, authorising bank transactions, making invoices etc.), as well as in different procedures before competent authorities (e.g., under the decision of the Court of Appeals of Niš Gz no. 1664/20 as of September 16, 2020, an appeal filed by authorised attorney in electronic form, which is not signed by qualified electronic certificate, shall be deemed incomplete as it does not include all significant elements, i.e., signature of the applicant, therefore it shall be rejected). Exceptionally, under Article 50, paragraph 5. of the Law, agreements and other legal transactions that need to be made in the form of signature certification according to a special law, publicly certified (solemnized) documents or in the form of public notary document, cannot be signed by electronic signature or qualified electronic signature, but in accordance with regulations on signature certification, verification and creating of documents on legal transactions.

    Distinguishing between qualified and “regular” electronic signature

    Qualified electronic signature should be distinguished from “regular” electronic signature which, under the Law, represents a set of data in electronic form that are associated or logically connected with other (signed) data in electronic form, so that electronic signature certifies the integrity of such data and identity of the signer.

    The main difference between qualified and “regular” electronic signature is reflected in their legal effect. Namely, non-qualified electronic signature can have legal effect and thus it can be used as evidence when regulations do not stipulate an obligation to have a written document. Accordingly, for instance, it cannot be used for legally valid conclusion of real estate purchase agreements.

    In other words, electronic signature can be used in situations which entail the signing of documents that do not need to be made in written form in order to be valid under the law. Also, it may be used for signing internal and company documents of minor importance, i.e., which would be legally valid and/or binding even if done solely in oral form, in which case written form would only represent a proof of their content.

    By Lara Maksimovic, Senior Associate, and Andrea Arsic, Associate, PR Legal

  • Serbia: Tracking of Employees – Case Study

    Electronic measurement of working hours based on processing of location data is permitted under data protection and labour regulations under the following conditions:

    1. intended business goals and purposes of processing are permissible under applicable regulations;
    2. intended processing of personal data is absolutely necessary for controller and/or for third party to achieve intended business goal(s);
    3. intended business goals and purpose(s) of processing cannot be achieved by less intrusive measures;
    4. rights and freedoms of data subjects are not to be overridden by legitimate interest of the controller and/or third party.

    To verify whether the said conditions are met, controller must carry out Data Protection Impact Assessment (DPIA) and afterwards, inform the employees on intended processing, following mandatory requirements prescribed by Law on Personal Data Protection (LPDP).

    I Case – facts

    Controlling company – a company which controls businesses of the group of companies, intends to install application on companies’ mobile phones used by terrain employees, to enable electronic measurement of working hours of employees and record their planned and performed activities (optional). The intended business goal is to provide proper calculation of salaries in the group companies by the controlling company. The purpose of intended processing is electronic measurement of working hours to enable control of calculation of salaries. 

    Working hours are recorded by purposed application with unique code, installed in each facility of the respective company group that is available to the manager of the facility, as well as in company vehicles used by terrain employees. Location data are processed to locate the employees in real time. The following personal data are recorded: contact data, location of the employee when the application is in use, mobile phone number, date and time (start and completion of work in the facility), time and date of entering and leaving the company vehicle and planned and performed activities inserted by employees (optionally). Location data are only processed when employee activates installed purposed application.

    Prior to intended processing, employees enter personal data on paper forms manually.

    Legal ground for the intended processing is consent of the employee.    

    II Analysis

    Are intended business goals and purposes of processing legitimate under applicable labour regulations?

    The employer can render internal rules by which it defines manner and conditions under which controls fulfillment of obligations in terms of agreed working hours, assigned tasks and defined schedule. On the other side, the right of the employer to regulate the said manner and condition is limited by other regulations, including data protection regulations.

    Is intended processing of personal data absolutely necessary and proportional to achieving intended business goals?

    If the answer to question under a) is affirmative, the question to be analysed and answered is whether intended processing of personal data is really necessary and proportional to achieve intended purposes and business goals – control of working hours and proper calculation of employees’ salaries in the respective companies group. In other words, is processing of employees’ location data and data of start and completion of work in facility, as well as date and time of entering and leaving company vehicle necessary and proportional to the intended purposes of processing data and achieving  business goals – electronic measurement of working hours and enabling control and  proper calculation of employees’ salaries?

    Location data

    The controlling company would not have been in a position to have a clear picture of the level of the work performed if it had not processed location data. The processing of location data is necessary to confirm which facilities employees have visited and the scope of the work performed. The information is limited to number of facilities visited (without information on location of facilities) and would not enable the controlling company to determine the factual scope of employees’ work. The same is applied to location of the company vehicles – the factual time spent in them, between business facilities and different locations, would not be possible without processing of location data.

    Time and date of start and completion of work in the business facilities and entering and leaving the company vehicle

    Processing of these employees’ personal data is necessary and proportional to the intended business goal – these personal data are integral elements for calculation of salaries.      

    Could intended business goals and purpose(s) of processing be achieved by less intrusive measures?

    Less intrusive measure such as control of work, performed by the senior staff or designated employee as preventive measure (sudden checks), could be taken into consideration. On the other side, the question to be considered and clarified is whether the controlling company could justify its legitimate interest to control proper calculation of the salaries by processing the location data, stating an argument that engagement of senior staff or designated employee would create additional costs.

    The purpose of DPIA and key matter in this case is to evaluate whether the intended legitimate interest of the controlling company to process employees’ location data overrides the rights and freedoms of employees – whether controlling company, by justification that imposing the said preventive measure increases the business costs, can be considered as overriding the rights and freedoms of employees.

    In simple words, is processing of location data really necessary for optimisation of procedures for salary control or, this optimisation can be achieved by less intrusive measures, such as sudden checks by senior staff or designated employee. In our opinion, the fact that terrain employees are aware of the possibility of sudden checks could be a proportionate measure and meet the expected business goal of the controlling company. Further, it is considered as work duty of the superiors to control the work and fulfilment of obligations of the team members they are responsible for. As per processing of location of the company vehicle, the less intrusive measure, which may be considered, is to require the employees to submit proofs of payments or invoices for petrol and toll paid, as well as detailed daily report on the scope of conducted work, including the timeframe in which it was conducted.

    Whether rights and freedoms of data subjects are overridden by legitimate interest of the controller and/or third party?

    The risk which shall be evaluated is related to automated processing of personal data, i.e., whether automated processing may case bias – affect proper calculation of salaries and, accordingly, discriminate the employees or hamper their right to adequate salary for the work performed. The other matters which shall be taken into account are security of application and communication between user’s application and server, location of server (whether the server is located in the EU or third country and whether adequate transfer mechanism is applied), possibility for employees to exercise their data subjects’ rights. Depending on the risks identified, adequate technical and organisational measures, proportional to the risks identified, shall be defined and implemented to mitigate identified risks to acceptable level.  

    Legal ground for processing and privacy notice

    According to the opinion of the Serbian SA, consent, as legal ground for processing of personal data in employment, can be applied only in cases when employees are provided with benefits such as gifts for children, voluntary health or pension insurance, discounts for buying certain product or using services. In other cases, other available legal grounds for processing shall be considered, due to subordination of employees in employment relations – it may be questionable whether consent in employment relations can be freely given.

    Once DPIA is carried out, employees shall be notified on intended processing – provided with privacy notice containing all mandatory elements prescribed by the LPDP.

    By Ivan Milosevic, Partner, Jelena Nikolic, Partner, and Andrea Cvetanovic, Senior Associate, JPM Jankovic Popovic Mitic

  • NKO Advises CTP on Acquisition of Land from 40 Individuals

    NKO has advised CTP on an acquisition of land in Novi Banovci from 40 different individuals. Reportedly, Mrakovic and Partners, as well as solo practitioners Vojin Susa and Mirjana Vijatovic, advised the sellers.

    CTP is a full-service developer and manager of industrial and logistics parks.

    According to NKO, the acquired land, spanning more than 232,000 square meters, is intended for the development of a CTP logistics park.

    NKO’s team included Partner Djordje Nikolic and Senior Associate Luka Aleksic.

    Editor’s Note: After this article was published Mrakovic & Partners confirmed its involvement to CEE Legal Matters, on behalf of over 20 unidentified sellers. The firm’s team included Partner Mirko Mrakovic, Senior Associate Nevena Vuckovic, and Paralegal Dragana Trisic.

  • Deadline for Submission of the Tax Return for Annual Citizens’ Income Tax for 2021 Expires on 16 May 2022

    On 4 April 2022, the Ministry of Finance of the Republic of Serbia published the Explanation on Annual Citizens’ Income Tax for 2021.

    As a reminder, the annual citizens’ income tax is governed by articles 87-89a of the Law on Citizens’ Income Tax (“the Law”).

    Taxpayers of the annual citizens’ income tax

    Under the abovesaid provisions of the Law, the annual citizens’ income tax is paid by natural persons whose income in a calendar year was higher than triple amount of the average annual salary per employee (paid in the Republic of Serbia in the year for which the respective tax is determined, according to the national authority for statistics), i.e.:

    • residents for an income generated in the territory of the Republic of Serbia and in another state; and
    • non-residents for an income generated in the territory of the Republic of Serbia.

    Non-taxable amount

    As aforementioned, the non-taxable amount of income for 2021 corresponds to triple amount of average annual salary per employee, i.e., amounts to 3,268,224 dinars (since the average annual salary per employee for 2021 is 1,089,408 dinars).

    Taxable revenues

    In terms of the Law, the income means the annual sum of:

    • salaries;
    • taxable income from self-employment;
    • taxable income from copyright and related rights and industrial property rights;
    • taxable income from real estate;
    • taxable income from rental of movables;
    • taxable income of sportsmen and sports professionals;
    • taxable income from provision of catering services;
    • other taxable income;
    • income on bases stated in previous points (except for catering services), generated and taxable in another state for residents of the Republic of Serbia.

    Tax base

    Pursuant to the Law, the tax base for the annual citizens’ income tax is a taxable income, which represents difference between income subject to taxation and personal deductions prescribed by Article 88, paragraph 1. of the Law.

    The abovesaid personal deductions are:

    • for taxpayer – 40% of the average annual salary per employee, which amounts to 435,763 dinars; and
    • for dependent family member – 15% of the average annual salary per employee, which amounts to 163,411 dinars.

    The total amount of personal deductions may not exceed 50% of taxable income, whereby if two or more family members are subject to the payment of annual citizens’ income tax, deduction for dependent family members can be used only by one of them.

    Tax rate

    In order to calculate the annual citizens’ income tax, when the tax base is properly determined, it is subject to the following tax rates:

    • to the amount up to six-times average annual salary – the rate of 10%; and
    • to the amount above six-times average annual salary – the rate of 10% to the amount up to six-times average annual salary, plus the rate of 15% to the amount above six-times average annual salary.

    Tax return

    The tax return for determining the annual citizens’ income tax is submitted on PPDG-2R form, in electronic form (using the electronic services of the Tax Administration) or in writing (directly or by mail).

    The resident taxpayer submits the said tax return to the organizational unit of the Tax Administration responsible for the territory in which it has a permanent or temporary residence, while the non-resident taxpayer is obliged to file the return through a proxy, to the organizational unit of the Tax Administration responsible for the territory where income is realizes, or the residence or seat of the proxy.

    Based on the submitted tax return, the annual citizens’ income tax is determined by a decision of the competent tax authority.

    This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.

    By Lara Maksimovic, Senior Associate, PR Legal

  • The Buzz in Serbia: Interview with Milos Vulic of Vulic Law

    The major challenge faced by Serbia’s recently elected parliament is dealing with the war-related crisis, in particular, in the field of energy, according to Vulic Law Managing Partner Milos Vulic.

    “In Serbia, general elections were held on April 3, to elect both the president and the members of the legislative body,” Vulic begins. “We have not witnessed any big reforms or legal updates, due to the pre-election-related stagnation. Usually, during the election period, there are rather few legislative developments in the country.”

    According to Vulic, due to the political situation caused by the war-related crisis, the major issue in Serbia, in terms of impact on business activities, is energy. “Nevertheless,” he explains, “the Government of the Republic of Serbia passed a decree on limiting the price of oil derivates and limiting the retail price of fuel in Serbia, in order to protect domestic consumers from the major price disturbances in the global market of oil  and derivates.”

    “At the moment, Serbia is facing difficulties in carrying out trade and conducting business with Ukraine, the Russian Federation, and Belarus.” He points out “it is not possible to continue business activities in the same manner, especially since we are not sure how long the crisis will last. This creates challenges from the perspective of entrepreneurs, legal entities, employees, etc.”

    In addition, Vulic notes that “sanctions imposed by the EU on the Russian Federation now have an effect on every country, including non-member states. It is estimated that the energy crisis, primarily in terms of gas – which balances electricity production in most EU member states, including Germany – could seriously contribute to a recession and decline in production, as recently stated by the Chairman of the Chamber of Commerce and Industry of Serbia.” He adds that, “bearing all this in mind, it seems that this also could have an impact on Serbia since the German market is the market to which Serbia exports the most.” Furthermore, he indicates that inflation in Serbia increased by 0.8% in the month of March, compared to the month of February, thus now amounting to 9.1%, according to the Republic’s Bureau of Statistics.

    Vulic adds that, “with the fourth package of sanctions that EU member states imposed on the Russian Federation, 12 large Russian companies are facing termination of all transactions. Keeping in mind that one of those companies is Gazpromneft – the majority owner of NIS (Petroleum Industry of Serbia) – it gave rise to questions as to whether Serbia would be able to import oil, which arrives in Serbia via Croatia and the Adriatic oil pipeline (JANAF).” He concludes that, in the end, “this was avoided since the EU sanctions currently do not include the subsidiary of Gazprom in Serbia, nor are there plans for it to be included.”

  • Renewables in Serbia: A CEE Legal Matters Round Table

    On March 10, five leading lawyers in Serbia sat down for a virtual round table moderated by CEE Legal Matters Managing Editor Radu Cotarcea to discuss the current state and outlook of the renewables market in Serbia, with topics covered including the goals set and the country’s National Renewable Energy Action Plan, the challenges presented by Russia’s invasion of Ukraine and the “conservative wave” in the country, the main players and the deals pipeline in the sector, the availability of green financing for renewable projects in the country, as well as the biggest regulatory hurdles currently still affecting renewables in Serbia and the participants’ wishlist of what could be done to remove some of these obstacles.

    Participants:

    • Branislav Maric, Managing Partner, Kinstellar Belgrade Office
    • Dusan Vukadin, Senior Counsel, Milosevic Law Firm
    • Milica Pesteric, Senior Associate, Bojovic Draskovic Popovic & Partners
    • Milkica Preradovic, Partner, ODI Law
    • Mitar Simonovic, Attorney at Law, NSTLaw

    You can also listen to the conversation as a podcast below.

    CEELM: Talking about renewables in the Serbian market, it would be good to have a bit of context as to the driving forces behind it. What are some of the tangible targets set in Serbia at this point? Are they achievable?

    Simonovic: Serbia, of course, has an intent towards the EU. It should also be aiming at very high percentages of emissions reductions. With Serbia as a signatory of the Paris Agreement, with the most recent Green Agenda for the Western Balkans Sofia Declaration – it tends to be moving at the pace at which it’s supposed to. However, looking a bit at the data we have, especially for 2020, it was below the expected reduction and renewable percentage it wanted to get to. Basically – instead of the intended 27% it was, I think, in the range of 22%. So, of course, it’s not at all bad. Serbia has one-third of its energy coming out of the Djerdap plant and other clean sources. According to Eurostat, at the end of 2020, Serbia was closer to the threshold it was supposed to reach, providing about 26% [renewable energy] and the goal for 2040 is 40% from renewables.

    So that’s where we stand. Is it reachable? It’s still very much dependent on the agenda and strategy that are to be adopted – with the projections for 2040 and the goals for 2030. When we’ll see that strategy, which is still being drafted, we’ll know much more and see what kind of expectations are provided for all market participants to strive for.

    CEELM: Milkica, since Mitar pointed to the draft strategy, what do you expect of it?

    Preradovic: Serbia adopted the National Renewable Energy Action Plan for 2020 defining the target of 27% of renewable energy sources in gross final energy consumption. I think this is an ambitious target. Official data shows we have a large percentage of energy coming from renewables. But it’s important to note that most of that energy comes from the same source. Almost 30% of electricity comes from hydro potentials – with other renewables, actually, on a very low level. From solar plants, for example, it’s a very low percentage of the energy that’s coming in. I’m not sure how this will change in the future. So that’s the main reason why I think these targets are ambitious at the moment. Also, I’m not sure if the official data is the same in practice.

    CEELM: Branislav, what is your opinion – are these numbers accurate? And what is your explanation for them?

    Maric: The numbers are accurate in terms of what the plans were. But where we stand is actually not great. When we exclude hydro potential, which has been in the blend for decades in Serbia, the total capacity of new renewable sources, which were rolled out in the last eight+ years, is approximately 4% of the entire output. So that gives you an idea of where we are in terms of new renewables we’ve been trying to develop. So that’s far away from where we want to go.

    I think that last year started in a very positive sense, with legislative changes (that we’ll be talking about in due course) happening at a quick pace. And the year was promising to be a renaissance for renewables in Serbia after three or four years of stagnation. However, the end of the year resulted in a major energy crisis, not only in Serbia but worldwide, which had a severe impact on Serbia due to certain problems with our production capacities (thermal power plants). And that resulted in another conservative wave in Serbia against renewables – especially among the incumbent state-owned enterprises, which deliver coal-based electricity to the grid. So we started this year with a sour taste in our mouths, in terms of the progress and the possibilities for renewables. And then we had another tectonic change, on January 24, when the geopolitical situation changed dramatically due to the conflict in Ukraine. Which is now having a severe impact globally on the energy formula. The EU is obviously trying to introduce new plans to further foster renewables throughout the EU. I think the pressure will remain on Serbia to continue on its path, with the introduction of additional resources. But this is not going to be without its problems in practice.

    Pesteric: I would like to add, on energy policy, according to the new energy law, the Integrated National Energy and Climate Plan is envisaged as the strategic document to be enacted. According to the latest input from the ministry – they are a bit pushed by the decarbonization goal, so they were in a hurry to enact all the legislative framework in this field – I think they are going to wait on the integrated national plan. Because it really takes time to produce a good plan. And I think they have several options in that regard. According to publicly available information, the first draft should have already been in public debate, to hear the stakeholders on this.

    CEELM: Dusan, do you have the same sense of a “conservative wave” in the country last year putting a damper on things? Can you elaborate on how, specifically, it manifested and led to suboptimal results?

    Vukadin: Regarding the things said earlier, I agree 100%: currently, there are a lot of state companies and agencies pushing back against renewables and renewable energy, because of the large costs that they would probably have to cover as a result of these new incentives being introduced. But I don’t think this is too ambitious a plan, as the ministry and the government are pushing toward renewable energy. I think these goals could be attained.

    Regarding the integrated national plan – I’m really hoping that it will soon be submitted to public debate. I understood there would be three possible strategies. They’ll be talked about. And after that, we will see in which direction Serbia is going. A lot is depending on this integrated national plan.

    Maric: The whole situation was triggered by certain winter events, in November – we were close to a blackout, which fortunately didn’t happen. However, a large percentage of our production capacities were kicked out of the grid: it was not possible for them to produce electricity anymore. The government and state-owned enterprises were forced to work on their arrangements to import large quantities of electricity at very high prices – even fetching EUR 400 (or more) per megawatt-hour, which is much more than is usually the case. As a result of that, state-owned enterprises started to suggest that the whole strategy to integrate new renewable resources was problematic. They started to complain that the balancing issue was at the core of the problem. And that balancing capacity requires extra cost, which has not been properly factored into the planning. By way of example, if we’re to have 8,000 megawatts of renewable capacity on the grid, at some point in the future, that would require more than 2,000, maybe 3,000, megawatts of balancing capacity, which needs to be produced by sources other than renewables. Because renewables are inherently unstable, so you need other sources to balance these out. The state-owned enterprises are suggesting that this is currently not feasible, and there should be proper projections to enable that, in due course. Also, as I said, they are pointing to the cost of this exercise.

    There has been basically a war of words, to say the least, between state-owned enterprises on one side and the ministry and government on the other side. This seems to be somehow suspended at the moment, until, I guess, the end of the election cycle. So, it’s to be continued. And the hostage of this situation is the fact that the rulebook or decree on balancing – which is one of the most important remaining pieces of legislation to implement under the new legislative framework for renewables – is still outstanding. It’s the major battlefield between the state-owned enterprises and the government. As well as the private sector, which is involved in renewables in Serbia.

    CEELM: Milica, I saw you were nodding your head in approval. Do you have any bets you want to place as to what would happen, post-election?

    Pesteric: As Branislav pointed out, yes, we don’t have a complete legislative framework yet. Balancing is missing. That, I would say, is kind of a problem. On the other hand, the Serbian Government is currently in its technical mandate, and I don’t think we can expect anything after the elections – not even after the new government is set. What we can expect, afterward, is the completion of the legislative framework and, hopefully, to see the first auctions finally organized. As a reminder, those were planned for January, after the last set of bylaws was enacted in December. However, we didn’t have the opportunity to see the first auctions yet.

    CEELM: We haven’t actually looked at the current breakdown and map-out of the market. Can you give us an overview of the main players in the market, at the moment? Is it primarily locals or internationals?

    Preradovic: Based on my current information, it seems like foreign investments are dominant at this moment. And that international companies investing in renewables in Serbia have some dominance in the sector. As my colleagues have already said, we have the state-owned Elektroprivreda Srbije (Public Enterprise Elektroprivreda Serbia) – which definitely is one of, maybe even the most significant local player on the market. They produced some green energy in the past three or four years – but still, I believe international companies and foreign investments have dominance in this field.

    Simonovic: This does seem to be the establishment on the market, for now. It’s important to restate what Branislav said earlier, that the hydro potential of Serbia has been utilized for three decades – it remains most of the renewable market share – that belongs to Elektroprivreda Srbije, as Milkica pointed out.

    The new investors are in search of their market share on new renewable sources. Investments come predominantly from Abu Dhabi (which is now getting into investments here), CVP Global, Electrawinds, and other companies which are getting into the pellet and biogas renewable energy market that’s starting. These are all investments on a small scale, going up and demonstrating that there is room on the market – it just really needs the preconditions to be met, which ties into our previous point on legislation.

    Vukadin: I agree it’s mostly foreign investors, but there are some consortiums or partnerships, like MK with Fintel, which have already constructed a couple of wind farms and are planning a lot of large projects in the future. For now, besides hydropower plants, wind is the most used source for renewable energy production. There are a lot of planned projects but, currently, only three really big ones for wind power. So, in general, not so many domestic players in the market.

    CEELM: Branislav, a two-pronged question: do you also see a lot of planned investments and why do you believe they are not yet coming to fruition – what are the blocks on that? And what is your take, why is there less activity from the local investors?

    Maric: In terms of the activity so far, I fully agree that historically foreign investors have been the driving force behind the investments in the renewables sector – in the wind sector, with the exception of MK as a joint-venture party with Fintel, others were exclusively foreign. However, in this new wave that started to take visible shape last year, when the legal framework was upgraded, it was clear there are a number of domestic investors that were initially starting to design projects. They were, of course, willing to team up with the foreign investors attracted by the very positive change that started happening last year, when the new framework started to be introduced. So I think there was a more significant domestic blend of investors in this new wave.

    What they are waiting for are these auctions. As mentioned, the initial optimistic plans were that the first auctions were going to take place towards the end of the third quarter and the beginning of the fourth quarter, last year – which didn’t happen, unfortunately. As of yet, we don’t know when they might be expected. We also have to be realistic and say that, currently, the planned quota for these auctions is 400 megawatts. So, in terms of overall capacity, we’re not talking about a massive inflow that is imminent. My understanding is that, among the investors that we currently have on the market, with projects in different stages of completion, not everyone is actually targeting these auctions. There is interest, of course, but there are a number of projects that are in the pipeline at stages that will not be qualifying for the auctions if they happen in the near term.

    Also, one question mark that I see, in terms of investment potential, is what the role of state-owned enterprises is going to be. Because last year they were publishing ideas to roll out more than 2,000 or 2,500 megawatts of renewables – we’re talking about EPS, Electric Power Industry of Serbia, that’s what they were projecting, as their own investments – and they were even planning, reportedly, to team up with some of the private investors that have been developing some larger projects in the meantime. So, that’s very interesting. Take these with a grain of salt, as I think these enterprises lack transparency. So, it’s questionable which of these plans are based on some realistic projections. But we cannot exclude the possibility that state-owned enterprises will weigh in more strongly, in the coming period, in the arena of renewables.

    Preradovic: Both Branislav and Dusan mentioned the MK Group (Serbian holding company MK Group) as one of the most significant local players. Only one thing I’d like to point out – concerning their business principles on renewables – one of their companies, Sunoko (company, member of MK Group), decided to use sugar byproducts to produce electricity. I believe that’s a good example for investors and companies in Serbia to make connections between their main business activities and engaging in the renewable market to produce green and clean energy instead of using other sources.

    CEELM: What is the outlook on renewables transactions? Is the market still in a development cycle rather than looking at trading assets?

    Simonovic: Yes and no. Basically, the market has been developing. The financiers of the plants are often hard to trace. But it’s mostly UniCredit, the European Investment Bank, the EBRD, and the IFC. All of these weigh in, have given, and continue to give loans. The market hasn’t been as active as it’s supposed to be – but it hasn’t remained inactive. Especially in regard to the preparation of share transfers. There has been interest among market participants. It’s not frozen, but perhaps at a temporary standstill – bearing in mind all the activities in the last few months: the dialogue between EMS and EPS and everyone else, as Branislav mentioned. So, having in mind the recent dialogue and occurrences, I believe that there will be a lot more market activity and I wouldn’t say that there hasn’t been any.

    Maric: The activity was significant last year, especially during the first three quarters. There were a number of transactions that were taking place. All in preparation for the opening of auctions, which was expected at the time. Generally, optimism is still present and relatively high among renewables investors. They believe, especially based on the most recent events globally, that renewables will continue to have even increasing importance, and that there will be an even bigger push for renewables, inside and outside of the EU, in order to replace some of the conventional sources – especially gas coming from Russia. So, I think that, generally, the interest will continue when it comes to these investors. We even saw some transactions taking place, in the course of last year, for projects at the very-very early stages. So basically the incumbent investors were aiming to team up with co-investors, for the initial development of the project, to prepare for a bigger transaction. So, activity was significant in that respect, and I think it will continue in due course.

    CEELM: What have been the main elements of support from the government towards renewables in the past? And are they still active at the moment?

    Pesteric: A few points on the previous discussion: when we talked about the problems current projects or future investments are facing, I think that the overload of the transmission system is a problem – the grid is overloaded. It currently has several thousand applications. Not all of them are going to be developed and become electricity producers. But still, the transmission system operator needs to do something in order to continue operations – which also affects investors and future developers.

    Also, the support of the Serbian Energy Agency needs to be different in the future. They had very low maximal prices for these auctions that never took place, which investors and developers were not quite satisfied with. These are the things that can stop the whole process.

    Finally, concerning the financing – given that feed-in tariffs are passed – I don’t think that all banks are willing, from a risk management perspective, to provide financing, given the current energy crisis and the very high prices on the market. I don’t think the prices are predictable, in terms of their financing, based on other models than feed-in tariffs. Of course, most of the banks are part of international groups, so they will adjust according to the best practices of foreign banks. But this is also one of the challenges.

    Moving back to the incentive measures, according to the new renewable laws, the incentive measures are switched from feed-in tariffs to feed-in premiums. That’s the new thing. The incentive period is prolonged to 15 years, from the previous 12. And there are also priority connections to the grid, balancing responsibility, and other incentives. This is really a good thing that [developers] finally got, with the renewable laws. We were waiting for years, we were in some kind of investment and legislative limbo for several years. Also, we have the new quota, which is 400 megawatts, only for wind. Because it seems we don’t yet have big enough solar photovoltaic projects. That’s the short of it.

    Simonovic: We can divide them into parts. All of them have some driving force behind them and all of them have a great idea. They are pretty common everywhere else. The new law instigates market premiums, the system of feed-in tariffs – all related to the price of energy. However, what’s most important – the main wrench in the process – is the issue of balance responsibility. The EMS has expressed serious concerns about taking over all of the energy that is produced from renewables – their main concern is that the capacity of the grid will not hold. So, the main challenge, perhaps, going further is getting this cleared up – to balance responsibility and takeover of balance responsibility by the distributor. It is not unexpected, this is going to be met with friction. This was the case everywhere else this system has been instigated. But it needs to be said it is temporary and investors are very much pushing toward expanding the capacity of the grid, making all of the participants understand why that’s important. So, balance responsibility must be taken for a brief period of time – until the establishment of the so-called liquid system. Up until we have a regulated but clear market price. So, until the auctions are established, this is the transitional period we must face. That’s the first step, in my opinion, that needs to be solved. We’re very unsure whether it will be done before the end of the election period, or even when after that.

    Preradovic: The new legal framework introduced some new state aid to the renewable market. So, besides the feed-in tariffs, we had in the past, market premiums were introduced as a new way of subsidizing green investments in Serbia. What I wanted to add here: I think this new model is good, as it will allow a larger number of companies to participate and receive some kind of state aid. In the previous regulation system, we had only feed-in tariffs and the quotas were quickly filled, with a small number of entities having access to state aid.

    On the other hand, what could be a shortcoming of the new system of subsidies, is that the amount of state aid through market premiums is completely unpredictable at this moment. As Milica and the others said, we are waiting for the first auction to see what the amount of state aid will be in practice. This should be a way to create a more competitive market – which, I suppose, was one of the goals. Still, I’m not sure whether this will be a good enough motivation for the investors to make investments in this market.

    Vukadin: I just wanted to add that there is also a possibility for the expansion of already constructed powerplants – which can receive the status of beneficial producers of electricity. So, these powerplants could be expanded under the terms which are prescribed by the earlier law and they could also receive feed-in tariffs under the earlier regulation. A good option for existing investors is to expand [capacities] and produce larger amounts of renewable energy. The option isn’t much used but is mentioned in the final articles of the new law on renewable energy.

    Simonovic: I agree and have one thing to add, in regard to who has the right to incentives. Very much true that it can be an existing powerplant, the law states particularly that it must be reconstructed and partially or entirely added to a green energy source production facility. So, the difference there – a caveat must be made, for caution – the powerplant doesn’t qualify for incentives until it’s built. So, a powerplant under construction cannot be the subject of incentives – this is the law saying, “please hurry up with your construction,” as an incentive to increase the current potential of a facility.

    Maric: I wanted to expand briefly upon one important item that Milica raised about the grid situation and how its current capacities are not at a sufficient level. That’s absolutely the case. There is also an issue with efficiency: the losses on the grid are quite high, they are double or more than what the European average is – approximately more than 10%. This means that annually we have almost EUR 200 million’s worth of electricity losses due to this problem. That’s a magnitude for which you could potentially build an 80-megawatt or larger wind project – as a way of illustrating. So, that’s a major issue that needs to be tackled. And obviously, the state-owned enterprise in charge of this is Elektromreza Srbije, which should be expanding the capacity of the grid and upgrading it. Also, the issue for investors was always – and it’s becoming increasingly important – the grid connection point. That can have a very significant impact on the viability of the project. If your project is, for example, in eastern Serbia and you are given a point of connection somewhere down south, that will render your project without commercial value. It can also be a source of arbitrary decisions, through which some projects can be favored over others. These issues need to be tackled – the inefficiency of the grid and the capacity of the grid – going hand in hand with the development of renewable resources.

    CEELM: In terms of the rise of ESG throughout Europe – how has it trickled down into Serbia and what impact has it had, so far, on the renewables market?

    Pesteric: Serbia is a signatory of the Paris Climate Agreement and the Sofia Declaration for the Western Balkans and, of course, we are party to the Energy Community Treaty and on the EU path. In this regard, we are required to accept, here in Serbia, and apply these environmental standards. The new challenge and task for climate and energy policymakers in the country is definitely the acceptance of the fourth energy package. In my opinion, the most pressing are the decarbonization goals, so the new government we’re expecting and the Ministry of Mining and Energy have many tasks to undertake, to reach goals, and transpose a lot of EU and other international standards that we have accepted as an obligation.

    CEELM: Milkica, would the rise of green financing have had any impact on the Serbian market to date?

    Preradovic: I believe that we’re expecting to see the results of that, in the coming months or even years. At the moment I believe such results are of limited scope – with the real results of the activities and obligations currently undertaken still to come, hopefully.

    CEELM: Is it more a matter of the stick of the obligations that the country took on, rather than the access to potential green financing that has been playing a part?

    Maric: This is obviously impacted to a large extent by the accession agenda that we are subjected to, which is a major driver. But I also think that traditionally there has been very significant participation of multilaterals – especially the EBRD and IFC – in the financing blend for these projects. These institutions will definitely push for ESG and are already making it an important element of financing. So that will be another driver and another reason why this will be an important part to consider in this context.

    CEELM: If you had to pick one, what would you say is the biggest hurdle that the renewables market in Serbia has to overcome?

    Vukadin: Currently, for me, it would be the unfinished regulatory circumstances and the Integrated National Energy and Climate Plan. It’s not a clear situation for investors in terms of the further impact on the growth of the renewable energy market. There is also the unclear position of state-owned companies and the quarrels with the Ministry – although I think these will be handled in the upcoming months – right now the situation is not clearly defined. There are a lot of planned projects but not so many realized. Most investors are waiting a bit so that they would know what they are investing into. All in all, there are two problems: an unfinished regulatory situation and the unclear position of the state and state bodies.

    Preradovic: I actually think the regulatory framework is not the biggest problem right now. The set of regulations Serbia adopted in the last year is a good basis, in theory. In practice, there are several other problems that are stopping developments in the [renewables] market. Unpredictability, as Dusan said, I agree is a problem. But also, as Milica and Branislav pointed out, the technical capacities are currently one of the biggest obstacles to the more extensive use of renewable energy sources. The current technical capacity cannot support a massive transition to energy from renewable sources. I believe that all the problems with the grid are the main obstacles to moving forward with a more dynamic market.

    Simonovic: Both, I’d say. The implementation and establishment of the normatives and the reconciliation with the factual status. Everything that was mentioned is quite the hurdle. On paper, through several exchanges in the last two months – Elektromreza Srbije (EMS) expressed their concerns about grid capacity, the EBRD, as one of the main financiers, sent an open letter to the ministry saying they are available for technical and other assistance – these can be identified as some of the main hurdles.

    Secondly, perhaps the fact that most of the energy in Serbia comes from coal. Two-thirds from low-quality coal. Until we have an accompanying reduction of coal intake – and perhaps even the involvement of NIS, as a very big market participant in that area, pushing towards renewables, demonstrating their shift towards renewables – we won’t see much of a swing in the balance towards renewables in general.

    Maric: Until we have the completed framework, with all the important implementing legislation, we obviously have a legislative hurdle that needs to be overcome. The completion of the framework, for investors, would have to be to some extent investor-friendly. If we have investor unfriendly solutions in the final framework, that can have a negative impact on the plans of private investors and projects currently in the pipeline. So, I think, the completion of the framework is the main thing.

    And then, commercially, we know there were already complaints by a number of representatives of the investor community related to the maximal price for auctions – which was estimated as too low. It wasn’t a negative sentiment across the board about this, but I would say that quite a few of the investors were complaining about the level of the maximum price. So that’s the commercial element. Once the first auctions are hopefully launched, we’ll see, in a practical sense, what the reaction of the community is, to both framework and the commercial elements of the government’s offering.

    CEELM: As we wind down, from a regulatory standpoint, what would be on your wish list? Since it seems the country is at a crossroads right now, where quite a few things tend to change, your one wish list item can’t be “less ambiguity.” Specifically, if you’d like to see something introduced from a regulatory/legislative standpoint, what would it be?

    Maric: Maybe two things. First, faster permitting, further streamlining of the process for the permitting of projects. That would be an important thing to do. I’m not ready to offer concrete solutions on specific upgrades, but I’m taking a holistic view of this and basing it also on the most recent EU strategies. The European Commission issued a joint action plan, as a result of the Ukraine crisis, aimed at reducing EU dependency on Russian gas. The plan is that two-thirds of overall consumption should be excluded this year, which goes hand in hand with the further boost for renewables. And one of the elements of this is, according to the EC, faster permitting in this process. So, they want to streamline, to improve the ability of these projects to be rolled out. So, I think that’s something we should certainly consider and see what we can do as a country in that respect.

    The other thing is not dramatic but we’ve seen interest from clients for corporate PPAs (power purchase agreements), especially for private-wire PPAs: this, at the moment, is underregulated. I’m not for overregulation, but right now there are some uncertainties arising which may hamper the development of some projects. It would be good to further regulate some aspects, as more industrial consumers, in particular, will be looking to balance their energy consumption through such projects. Because everybody is projecting a price hike in the near term for electricity, especially for corporate/industrial clients, so they would need to offset the high prices through projects of this type.

    Vukadin:  I would have to agree with faster permitting. But I would also suggest making such permits public, similarly to what was done in the construction sector. This would also be good for all possible investors – to know what is happening and how subsidies are awarded. And also, for the information that is given concerning the production of energy to be publicly available on a ministry website, for example, which could show information regarding the possibilities to produce electricity. Even now, it’s possible for individuals to produce electricity and sell it to the grid, to the distributor. So, this public and transparency aspect is currently missing, from my standpoint.

    Pesteric: I believe the current regulatory framework provides solid ground for business operations. What should be emphasized is the corporate PPA. I think the law includes the provision that allows this form of business operations and I believe the market is actually divided – while some investors stick to the state incentives and hope for auctions, there are also a majority of market players that would prefer to operate on the corporate PPA basis. What we need is corporate PPA practice.

    I’d also like to point to the SEEPEX (Serbian Power Exchange) and their work. Currently, they have day-ahead sales of electricity. But we hope to have intraday trading by the end of this year, or the first quarter of next year. Speaking of prices, also, the government through the EPS (the state-owned enterprise) fixed prices for companies until the end of June. And we hope to see what will come next, with the formation of the new government. And, last, we didn’t have the opportunity to mention prosumers – a new thing instituted by the new renewables law. I hope prosumers will be regulated for the first time, in local legislation, to use this opportunity, not only for individual prosumers or buildings but also for companies. I saw initiatives from companies that would provide the entire set of services for potential prosumers, from permitting, through to building, and the lifetime operation of such plants (which is around 25 years).

    Preradovic: I agree with my colleagues. Dusan mentioned transparency, which is important, especially for new markets. At the same time, comprehensive regulations, which Branislav mentioned, are crucial for all investors to have clarity and predictability for their investments and the further development of the market. As to what Milica mentioned about prosumers, I have to admit I’m really happy that this issue was regulated last year. And I hope that there will be a space to provide some subsidies also for legal entities – at this moment when we’re working on energy efficiency and the energy independence of entities in Serbia and Serbia as a state – that would be a really good decision to go with subsidies for the legal entities which could become prosumers. They are currently available only for individuals, so there is some space to expand their scope. At the end of the day: we can all be happy that the state’s awareness and the awareness of citizens on the importance of green energy are there. And that it’s been growing in the last few years. That’s important for making this topic relevant and giving it the relevant public space. I believe that Serbia definitely has the potential, so I hope we’ll have the chance to make the most of it.

    Simonovic: I’ll end – as there are reasons for that – on a positive note, just as Milkica said. Establishing an intraday market and increasing regional integration of power networks – would be what I’d personally like to see. Perhaps the standstill, which we’ve been discussing, is an opportunity for investors to catch up with the process, the occurrences, and the state aid incentives that the new legislation provides. So, wrapping everything up, the outlook is optimistic, but it’s in everyone’s interest for the current dust to settle as soon as possible, to move forward.

    CEELM: That’s a good endnote to conclude on. I’d like to thank you all for joining us: Branislav, Dusan, Milica, Milkica, and Mitar, it was an absolute delight to have you with us. Thank you both for taking the time and for your invaluable insights. I look forward to having future round table discussions together.