Documents obtained by BIRN suggest that the Ministry of Infrastructure and Energy assumed additional financial risks in favor of the Vlora airport concession company during contract negotiations, despite the recommendations of the Ministry of Finance.

On April 20, 2021, Prime Minister Edi Rama removed the mask of the pandemic and ascended to the podium to welcome the signing of the concession contract for the construction of Vlora airport – an early electoral bet of his, which was coming to life on the eve of the April 25 parliamentary elections.

Rama did not hide his triumph, while declaring that he had previously thought that the project was haunted by a curse.

“…Belinda knows very well, at a certain point I started telling her 'it's not possible, there's a curse'. Someone cursed this project, because as soon as we solved one problem, another one arose,” he said at the ceremony.

After a long ordeal of promises and delays, the concession contract was signed by the Minister of Infrastructure, Belinda Balluku, and the representative of the winning consortium, while Rama and businessman Behgjet Pacolli stood behind them.

But while the airport is still not completed five years later, its future has been seriously questioned by a bitter legal conflict between shareholders and a series of criminal charges for manipulation and fraud exchanged between them.

The implications of the conflict go beyond shareholders, however.

Dozens of documents analyzed by BIRN suggest that in addition to the guaranteed revenue of 138 million euros, the state budget risks being burdened with tens of millions of euros in additional liabilities in the event of an early termination of the contract.

This financial risk was assigned to the state during the contract negotiation procedures, as the Ministry of Infrastructure and Energy undertook to pay the loans taken out by the concessionaire company in banking institutions, contrary to the recommendation of the Ministry of Finance.

The documents reviewed by BIRN contain an intensive exchange of correspondence between the Ministry of Infrastructure and the Ministry of Finance in the three days preceding the concession contract signing ceremony, between April 16 and 19, 2021.

In addition to the risk of bank loans, the concessionaire was given free rein to set airport fees without prior approval from the contracting authority, which is estimated to have affected the efficiency of the project.

According to economic experts, these details make Vlora airport another example of the Rama government's problematic public-private partnership contracts, where the risks are assigned to the state and the benefits to the private sector.

“This is not a PPP,” says Azmi Stringa, a professor of Finance at New York University in Tirana.

"If the state guarantees the private sector 130% of the value it has invested, it means that the concessionaire has zero risks assumed and this completely breaks the concept of PPP," he added.

The Council of Ministers, the Ministry of Infrastructure and the Ministry of Finance did not respond to BIRN's questions by the time of publication of this article.

Conflicts and lawsuits

The Vlora airport project was born as an early electoral promise of Prime Minister Edi Rama, although the government's own studies considered it economically unviable, with high risks and a low rate of return on investment.

However, the government insisted on building it, making a 138 million euro taxpayer guarantee available to the project over the first 10 years of operation.

After a failed attempt in 2019, the Ministry of Infrastructure and Energy announced in March 2021 the winners of the concession contract; a consortium consisting of the company Mabco Construction SA of Kosovar businessman Behgjet Pacolli, the Turkish company YDA Group, and 2A Group owned by Valon Ademi, another businessman from Kosovo.

The winning consortium offered an investment value of 104 million euros and in May 2021 established the concession company, Vlora International Airport, VIA, with quotas divided into 58% for Pacolli, 40% for the Turkish company and 2% for Valon Ademi.

YDA Group was included in the consortium for its technical capacities in airport operation, but in September 2022, it left the project with the approval of the Ministry of Infrastructure, selling its share package to Pacolli for 4450 euros.

According to the Law on Concessions and Public Private Partnership and the announced draft contract, a winning partner could only leave the project if replaced by a second company that met the same conditions, but in the final version of the contract, this point was changed, giving the Minister of Infrastructure the right to prior approval of the change of partners, even without meeting these conditions.

According to Professor Stringa, this change raises suspicions that the contracting authority was aware in advance that the Turkish company would leave.

"The fraud was committed during the contract negotiation," says Stringa, emphasizing that this has led to a restriction of competition.

"This means that they were aware that the operator that met the main criteria, the Turkish company, would leave. The path to illegality was opened by changing the article of the contract," he added.

Lawyer Redi Ramaj also considers the amendment to the draft contract that paves the way for the departure of shareholders problematic, although this cannot be considered a criminal offense.

"The responsibility for the sale of quotas lies with the Ministry of Infrastructure and Energy, because it is responsible for drafting, signing and implementing the concession contract," said Ramaj.

The departure of the Turkish company increased Mabco Construction's stake to 98%, while its partner, Valon Ademi's 2A Group, remained with 2%.

But in October 2025, a legal dispute broke out between the partners over the division of shares.

The company 2A Group filed a lawsuit with the Tirana Court, through which it claims the registration of a notarial contract signed between it and Behgjet Pacolli for the purchase of 47% of VIA shares, an action that according to it was refused to be carried out by the assembly of the company Mabco Construction. Mabco Construction opposes the contract as falsified and legally invalid, but on October 17, 2025 the Tirana Court decided to suspend Mabco Construction's vote until the resolution of the case on the merits.

The decision was appealed and on December 22, the Court of Appeals reduced the security measure of the lawsuit to only 47% of the disputed shares, while recognizing Mabco's voting rights for 51% of the shares in VIA.

Following the Appeals Court decision, 2A Group claims to have regained the right to block Mabco Construction's vote through a new decision of the Tirana Court on December 24, 2025, reviewed by a different judge. The decision has not yet been made public by the court.

At the same time, the parties have filed criminal charges against each other on charges of manipulation and fraud.

2A Group owner Valon Ademi told BIRN in a phone conversation that he was forced to go to court because Pacolli was trying to remove him from the company by changing VIA's statute.

"...The moment we signed a contract, he should have acted and been jointly responsible for 51% and I for 49%. He created this narrative that this was done not at night, not during the day, not in the pool... to advance the scenario to change the statute," Ademi said.

"But if the statute were changed, I was finished, and that's why the court's order was imposed," he added.

For its part, Mabco Construction accuses Ademi of orchestrating a plan to neutralize the owner of 98% of the shares, through manipulated acts and actions. The company also considered the Tirana Court's decision as "legally unjustified, disproportionate and deeply problematic."

"This decision has not only completely suspended our voting rights for all the shares we own in Vlora International Airport, neutralizing the shareholder who holds 98% of the shares, but has also stripped us of any rights deriving from their ownership," Mabco Construction stated in a written response.

“This is a disproportionate, extreme and unjustifiable act that is tantamount to expropriation,” the company added, stressing that this conflict seriously puts the project at risk.

Additional risks for the state

While the Prime Minister's Office was preparing the stage for the signing of the concession contract before the April 25, 2021 elections, the staff of the Ministry of Infrastructure and the Ministry of Finance urgently engaged in an exchange of letters between them for the evaluation and final approval of the draft contract.

According to correspondence obtained by BIRN, the Ministry of Finance was given only 3 days to review the voluminous documentation, while 21 annexes were not made available in full by the Ministry of Infrastructure.

BIRN analyzed dozens of documents that include memos drafted by the Debt Directorate, Macroeconomic and Fiscal Directorate, Concessions Handling Agency, Legal Directorate and Budget Directorate within the Ministry of Finance and correspondence exchanged with the Ministry of Infrastructure and Energy between April 16-19, 2021.

The documents suggest that the Ministry of Infrastructure and Energy appears to have favored the concessionaire during the negotiation phase, by assuming the repayment of the bank loan in the event of early termination of the contract in all three scenarios, as well as by giving the concessionaire the right to have free rein in setting airport fees.

According to a memo dated April 19, 2021 from the Directorate of Debt Strategy and Monitoring, the Contracting Authority's assumption of financial obligations towards banking institutions "did not enjoy legal support and is not authorized by law."

The memo recommended removing articles 15.9, 15.10 and 15.11 from the draft contract, so that the concessionaire's obligations towards banking institutions remain with the private company.

"According to the legal framework in force, the only authority that can issue state debt or state loan guarantees is the minister responsible for finance," states the letter from the Debt Directorate to the Minister of Finance.

On the same day, the then Minister of Finance, Anila Denaj, suggested in softer tones to the Ministry of Infrastructure to regulate these clauses, so that the Contracting Authority would not be engaged in additional financial obligations for the direct payment of the loan.

The Minister of Finance requested the Ministry of Infrastructure to reformulate these provisions, which according to her "should consist of termination payments payable by the Contracting Authority as compensation for the early termination of the contract, compensation which, among other things, includes the obligations that the concessionaire has towards the lenders under the Financing Agreement until the moment of termination of the contract".

The Ministry of Infrastructure confirmed on the same day that it had reflected the suggestions of the Ministry of Finance and sent the revised draft contract for evaluation once again. On April 20, the Ministry of Finance confirmed that the recommendations had been reflected and approved the draft contract for the Ministry of Infrastructure.

Regardless of the procedure, in the final contract the Ministry of Infrastructure again assumes the payment of the concession company's loan in all three cases; when the contract is terminated by the concessionaire, by the Contracting Authority or due to Force Majeure.

In the event of a premature termination of the contract, this clause could expose the state budget to at least a loan of 56 million euros, which the Vlora International Airport concessionaire has taken out at the National Commercial Bank.

"The concessionaire's loans in a contract cannot be guaranteed to be paid by the state, because in an agreement between two parties, both parties must win and not just one of them, in this case the private party," says lawyer Ramaj.

According to Professor Stringa, the urgent review of the contract and the assumption of bank loans has exposed the state to high financial risks.

"When there is pressure, studies with problems are passed, contracts are rushed, without the necessary analysis. A contract that has 35-year obligations and a value of hundreds of millions of euros cannot be analyzed in one day," Stringa told BIRN.

"In the situation we find ourselves in between the conflict between the two shareholders of Vlora Airport, the state side is exposed to the risk of paying the loans taken out at the moment it terminates the contract with the concessionaire ahead of time," he added.

Unlike other concession contracts and despite the suggestions of the Ministry of Finance, the setting of airport fees is also left entirely to the concessionaire without requiring approval from the contracting authority. According to the letter from the Ministry of Infrastructure, the fees should remain the right of the concessionaire, since according to the legislation in force, “any type of fee is set freely”.

Question marks over the value of the investment

Three days before the parliamentary elections of May 11, 2025, Prime Minister Edi Rama and Minister Balluku returned to Vlora to inaugurate the airport runway. Alongside the two shareholders Pacolli and Ademi, they declared that the works were nearing completion and promised to put the airport into operation within the year.

According to the feasibility study, the concession company has undertaken the obligation to invest 104 million euros, out of the 86.6 million euros that were calculated as the cost of the works in the Feasibility Study.

But financial tables submitted by VIA to the National Business Center, analyzed by BIRN, show that the value of the works does not exceed 40% of the promised investment value by the end of 2024.

According to the audited financial statements for the years 2021, 2022, 2023 and 2024, VIA declares works worth 42.6 million euros, of which the company's investment is 32.8 million euros and the rest are liabilities to subcontractors.

Of these investments, the partner "Mabco Constructions" has invested 10 million euros of its own money, 22 million euros have been spent from the bank loan, while 9.7 million euros are liabilities to the parties that have carried out the works and have not yet been paid by the end of 2024.

The partners of the concession company VIA, Mabco Construction and 2A Group, also operate as subcontractors for the works, while they have lent the investment value to the concession company on "commercial terms and conditions".

According to Stringa, this gives them the opportunity to profit twice from the concession.

"If you look at the balance sheets, you will find that the works carried out have also generated a profit for the concessionaire company and the invested capital is a loan with interest. This shows that the owners are trying to earn twice: both by carrying out the works at the airport and then by operating the airport," Stringa stressed.

The partners of the concession company, VIA, claimed to BIRN that their investments in the construction of the airport had exceeded the value of 104 million euros, while emphasizing that the balance sheets submitted to the Central Bank were outdated.

According to Mabco Construction, the balance sheets filed with the Central Bank only contain data on invoices submitted and received by the technical director, independent engineer and administrator of VIA for the time the balance sheet was filed. Mabco Construction claimed that the payments made by it alone amounted to 81 million euros.

"It should be noted that Mabco did not consider itself only as a contractor to be paid by VIA, but invested its own funds, transferred through banks in a transparent manner. All these values ​​of works and expenses are documented with contracts, bank payments, transport, customs duties, VAT and invoices declared to tax authorities," Mabco Construction told BIRN.

Valon Ademi also claimed large investment values, which according to him would be reflected in the 2025 balance sheet.

"In 2025, another 50 million euros should have been invested," said Ademi, claiming that they had built a runway where "planes do shows and a hangar terminal."

Despite claims of high investment values, Mabco Construction does not guarantee that the airport will be ready for operation according to the contract in March, while concerns about the quality of the works have increased after the runway flooded in November last year.

"In conditions where we are effectively excluded from information and decision-making, but not from responsibility, we find it impossible to provide general information about the entire project and the probability of its completion on time…," Mabco Construction concluded./ BIRN