On the ratification of the Agreement between the Government of the Republic of Kazakhstan and the Government of the Republic of Austria on the Promotion and Mutual Protection of Investments

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Law of the Republic of Kazakhstan dated October 17, 2012 No. 41-V

PRESS RELEASE

To ratify Agreement between the Government of the Republic of Kazakhstan and the Government of the Republic of Austria on the Promotion and Mutual Protection of Investments, signed in Vienna on January 12, 2010.

President of the Republic of Kazakhstan N. NAZARBAYEV

Agreement between the Government of the Republic of Kazakhstan and the Government of the Republic of Austria on the Promotion and Mutual Protection of Investments (Official website of the Ministry of Foreign Affairs of the Republic of Kazakhstan - Entered into force on December 21, 2012)

The Government of the Republic of Kazakhstan and the Government of the Republic of Austria (hereinafter referred to as the "Parties"), recognizing that the regime provided to investors and their investments under this Agreement contributes to the efficient use of economic resources, creating employment opportunities and improving the well-being of citizens; emphasizing that fair, open and predictable investment regimes based on legal principles the norms both complement and benefit the world trade system; Desiring to strengthen their friendly relations and promote the strengthening of economic cooperation between them in terms of investments by citizens and enterprises of one Side in the territory of the other; emphasizing the need for all government agencies and civil society to join international efforts in the fight against corruption, especially United Nations Convention against Corruption (2003); Reaffirming that investment agreements and multilateral agreements on environmental protection, human rights or labor rights are designed to promote global sustainable development and that any possible differences should not be resolved by relaxing the standards of each Party in these areas; Agreed as follows:

Article 1 Definitions

For the purposes of this Agreement, 1. "Investor of the Party" means: (a) an individual who is a national of the State of one of the Parties and invests in the territory of the other Party in accordance with its legislation; (b) a legal entity established or organized in accordance with the applicable laws of the Party, operating for profit or not, owned or operated by the government or the private sector, for example: a corporation, partnership, joint venture or any other association, as well as a trust, individually owned firm or branch located in the territory of the Party and conducting independent commercial activities on it and who has made or is making investments. 2. "Investments of a Party's investor" means any type of asset in the territory of one Party owned or managed, directly or indirectly, by an investor of the other Party. Investments have certain characteristics, such as: capital obligations or other sources of financing, expectations of benefits or profits, risk taking, and include in particular: (a) a legal entity as defined in subparagraph (b) of paragraph 1 of this article; (b) shares, securities and other forms of equity participation in an enterprise, as defined in subparagraph (a) of paragraph 2 of this article, and the rights arising therefrom; (c) bonds, debentures, loans and other forms of debt instruments and rights arising therefrom; (d) any right or a monetary claim or performance provided in accordance with a law or contract, including turnkey projects, construction, management or income distribution agreements, concessions, licenses, permits or permits to conduct economic activities; (e) intellectual property rights and intangible assets of economic value, including industrial property rights, copyrights, trademarks, patents, geographical indications, industrial designs, trademarks, know-how and goodwill; (f) any other tangible or intangible, movable or immovable property, or any related property rights such as leases, mortgages, retention of title, liens, or usufructs. 3. "Income" means the funds received as a result of investments, including profits, interest, capital appreciation, dividends, royalties, royalties, management fees, technical assistance fees, and other payments. 4. "No delay" means the period that is normally required to complete the necessary procedures for payment of compensation or transfer of payments. This period must begin in the case of payment of compensation from the date of expropriation and in the case of transfer of payments from the date of submission of the transfer request. In no case should such a period exceed one month. 5. "Territory" means, with respect to both Parties, the land territories of the earth, the maritime space, including internal and territorial waters, the subsoil, the airspace under the sovereignty of its State, including the special economic zone and the continental shelf, where the Republic of Kazakhstan and the Republic of Austria exercise jurisdiction in accordance with international law. 6. "New York Convention" means The Convention on the Recognition and Enforcement of Foreign Arbitral Awards, adopted in New York on June 10, 1958.

Article 2 Investment promotion

1. Each Party, in accordance with its applicable legislation, encourages and recognizes the investments of the other Party's investors. 2. Any change in the form in which assets are invested or reinvested should not affect their status as investments, provided that such a change is carried out in accordance with the legislation of the Party in whose territory the investments were made.

Article 3 Investment regime

1. Each Party provides the investments of the other Party's investors with fair and equitable treatment, full protection and security. 2. The Party will not unlawfully or discriminately oppose the management, operation, maintenance, use, disposal, sale and liquidation of investments owned by investors of the other Party. 3. Each Party shall provide investors of the other Party and their investments or income with a regime no less favorable than that which it provides to its own investors and their investments or to investors of any third State and their investments or income in respect of management, application, maintenance, use, sale and liquidation, as well as dispute settlement in respect of investments or income, depending on which regime is more favorable for the investor. 4. None of the provisions of this Agreement should be considered as: (a) preventing a Party from taking measures to fulfill its obligations under the UN Charter to ensure world peace and security; (b) preventing a Party from fulfilling its obligations as a member of an economic integration treaty, such as the agreement on a free trade area, customs a union, a common market, an economic union, a monetary union, for example, the European Union; or as obliging a Party to extend to investors of the other Party and their investments or income the present or future benefits of any regime, preferences or privileges based on its membership in such an agreement or any multilateral investment agreement; (c) as obliging a Party to extend to investors of the other Party and their investments or income the present or future benefits of any regime, preferences or privileges resulting from the obligations of the Party under international agreements, international norms or national legislation regarding taxation.

Article 4 Investments and the environment

The Parties do not encourage investments by reducing the requirements of their national legislation in the field of environmental protection.

Article 5 Labor legislation

1. The Parties shall not encourage investments by reducing the requirements of their national labour legislation. 2. For the purposes of this article, "national labor legislation" is directly related to the following internationally recognized labor rights: (a) the right of association; (b) the right to organize and conclude collective agreements; (c) prohibition of the use of any form of forced or compulsory labor; (d) protection of the work of children and adolescents, including the minimum age for the employment of children and the prohibition and elimination of the worst forms of child labor; (e) acceptable working conditions in terms of minimum wages, working hours, occupational safety and health. (e) Elimination of discrimination in employment and career choice.

Article 6 Transparency

1. Each Party shall immediately publish or otherwise make publicly available its laws, rules, procedures, as well as international agreements that may affect the operation of this Agreement in accordance with the national legislation of its State. 2. Each Party shall immediately respond to special questions and, upon request, provide the other Party with information on any measures and issues referred to in paragraph 1 of this Article. 3. Neither Party should require the provision or permission for access to information concerning individual investors or investments, the disclosure of which would impede compliance with laws or contradict its national legislation on the protection of confidentiality.

Article 7 Expropriation and compensation

1. A Party shall not expropriate or nationalize, directly or indirectly, the investments of an investor of the other Party or take any measures having a similar effect (hereinafter referred to as expropriation), except for measures: (a) taken for public purposes; (b) on a non-discriminatory basis; (c) in accordance with due process of law; (d) accompanied by immediate, proportionate and effective compensation in accordance with paragraphs 2 and 3 of this article. 2. Compensation must be: (a) paid without delay. In the event of a delay, any loss related to the exchange rate resulting from this delay shall be borne by the receiving State; (b) equivalent to the fair market value of the expropriated investment prior to the expropriation. The fair market value should not reflect any change in price resulting from the fact that the expropriation became publicly known earlier.; (c) paid and freely transferable to the State indicated by the interested applicants and in the currency of the State of which the applicants are nationals, or in any freely convertible currency accepted by the applicants; (d) include interest at the commercial rate established on a market basis for the currency of payment from the date of expropriation to the date of actual payment. 3. An investor of a Party who claims to have been expropriated by another Party has the right to have his case promptly reviewed, including an assessment of his investments and compensation payments in accordance with the provisions of this article, by a judicial authority or other competent and independent body of the latter Party.

Article 8 Compensation for losses

1. An investor of a Party who has suffered losses in connection with making investments in the territory of the other Party as a result of war or other armed conflict, national emergency, revolution, uprising, civil unrest, or any other similar event, unforeseen and force majeure circumstances in the territory of the latter Party, must be provided by the latter Party with respect to restitution, compensation compensation or any other settlement, the regime is no less favorable than that, which it provides to its own investors or to investors of any third country, depending on which regime is most favorable for the investor. 2. To an investor of the Party who has suffered losses in any of the cases referred to in paragraph 1 of this Article as a result of: (a) the requisition of an investment or part of it by the authorities or forces operating in the territory of the other Party, or (b) the destruction of his investment or part of it by the forces or authorities of the other Party, which was not required by the necessity of the situation, the latter Party, in any case, provides restitution or compensation, which in each case must be immediate, proportionate and effective and, with respect to compensation, It must be implemented in accordance with paragraphs 2 and 3 of Article 7 of this Agreement.

Article 9 Translations

1. Each Party in whose territory the investments were made, after fulfilling all tax obligations by the investor in accordance with its national legislation, guarantees the free transfer of payments related to investments, which in particular include, but are not limited to, the following: (a) initial capital and additional funds to maintain or increase investments; (b) income from investments; (c) payments made under contracts, including loan agreements related to investments; (d) proceeds from the sale or liquidation of all or any part of the investments; (e) compensation paid in accordance with articles 7 and 8 of this Agreement; (f) payments arising from the settlement of the dispute; (h) salaries and other remuneration to personnel employed abroad in connection with the investment. 2. Each Party guarantees that such transfers can be made in freely convertible currency at the market exchange rate of the Party in whose territory the transfer was made effective on the day of the transfer. 3. In the absence of a foreign exchange market, the exchange rate for the transfer of currencies in Special Drawing Rights of the International Monetary Fund (IMF), valid as of the current date, is applied. 4. Despite points 1 – 3 of this Article, without prejudice to the measures taken by the Party to fulfill its international obligations referred to in paragraph 4 of Article 3 of this Agreement, the Party may also restrict the transfer through the equal, non-discriminatory and fair application of national legislation relating to bankruptcy, insolvency or protection of creditors' rights, issuance, trading and transactions in securities, futures, options and derivatives of securities, rules for reporting and recording transfers, prevention of money laundering or terrorist financing, or related to criminal offenses, orders or decisions of administrative and judicial proceedings, provided that such measures and their application should not be used as a means of evading the Party from fulfilling its obligations under this Agreement.

Article 10 Subrogation

If a Party or its authorized body makes a payment in accordance with compensation, guarantee or insurance agreement provided in respect of an investor's investments in the territory of the other Party, the latter Party must recognize, without prejudice to the investor's rights, in accordance with Articles 13-18 of this Agreement, the transfer of any right or claim of this investor to the previous Party or its authorized body, and the right of the previous Party or its authorized body to exercise, by virtue of subrogation, any such right and claim to the same extent as its predecessor.

Article 11 Other obligations

1. Each Party shall comply with any obligation it may assume with respect to individual investments of the other Party's investors. This means, among other things, that a breach of the contract between the investor and the host State would constitute a violation of this Agreement. 2. If the legislation of either Party or its obligations under international treaties currently existing or established in the future between the Parties in addition to this Agreement contain provisions, general or special, providing investors of the other Party with a more favorable treatment than provided for in this Agreement, then such norms, to the extent that they are more favorable for investors, prevail over this Agreement.

Article 12 Refusal to grant rights

A Party may refuse to grant the benefits of this Agreement to an investor of the other Party and his investments if the investors of a third state control or own the first-mentioned investor, and this investor does not carry out significant commercial activities in the territory of the Party under whose legislation it is established or organized.

Article 13 Ways to resolve disputes between an investor and a Party

1. Articles 13-18 shall apply to disputes between a Party and an investor of the other Party concerning possible violations of the obligations of the former under this Agreement that result in loss or damage to the investor or his investments. 2. A dispute between a Party and an investor of the other Party should, if possible, be settled through negotiations or consultations. If the dispute is not settled in this way, the plaintiff may submit it for consideration: (a) to the competent courts of the State of the Party involved in the dispute.; (b) in accordance with any applicable pre-agreed dispute settlement procedure; or (c) in accordance with this article: (i) to the International Center for Settlement of Investment Disputes (hereinafter – ICSID), established in accordance with the Convention on Settlement of Investment Disputes between States and Natural or Legal Persons of Other States, signed in Washington on March 18, 1965 (hereinafter – ICSID Convention), if the Investor's Party and the Party that is a Party to the dispute, both are parties to the ICSID Convention; (ii) to the ICSID in accordance with the rules of the Additional Site for Administrative Proceedings of the Center's Secretariat, if the Investor's Party or the Party to the dispute, but not both are parties to the ICSID Convention; (iii) to the sole arbitrator or an ad hoc arbitral tribunal established in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL"); (iv) to the International Chamber of Commerce, to the sole arbitrator or the ad hoc arbitral tribunal, in accordance with the rules of arbitration of the Chamber; (v) to any previously agreed arbitration court ad hoc. 3. The dispute may be submitted for consideration in accordance with subparagraph (b) of paragraph 2 of this article after 60 (sixty) days from the date of notification of such intention by the party to the dispute, but not later than five (5) years from the date when The other party to the dispute was notified, or should have been notified, of the events that caused the dispute.

Article 14 Consent of the Parties

1. Each Party hereby gives its unconditional consent to submit the dispute to the international arbitration court in accordance with article 13 of this Agreement. 2. The consent referred to in paragraph 1 of this article implies a waiver of the requirements according to which internal administrative or judicial measures must be exhausted.

Article 15 Place of proceedings

Any proceedings under articles 13-18 of this Agreement, at the request of any of the parties to the dispute, shall be conducted in a State party. The New York Convention. Applications submitted to arbitration pursuant to articles 13-18 of this Agreement must be considered as arising from commercial relations or transactions in order to comply with article 1 of the New York Convention.

Article 16 Compensation

The fact that compensation or compensation for losses or parts thereof has been or will be received in accordance with the compensation, guarantee or insurance contract should not be used by the party to the dispute as a measure of protection, counterclaim, right to compensation or any other basis.

Article 17 Applicable law

1. The arbitration court, organized in accordance with Articles 13-18 of this Agreement, resolves disputes in accordance with this Agreement, as well as applicable norms and principles of international law. 2. The issues in dispute, according to Article 11 of this Agreement, must be resolved, in the absence of another agreement, in accordance with the legislation of the Party to the dispute, the legislation governing the contract, as well as, if possible, the norms of international law.

Article 18 Arbitral award and enforcement

1. An arbitral award, which may include remuneration of interest, is final and binding on the parties to the dispute and may contain the following forms of satisfaction of a claim: (a) a statement stating that the Party has failed to fulfill its obligations under this Agreement; (b) monetary compensation, which should include a percentage of compensation from the moment the damage is done until the compensation is paid; (c) restitution in kind, as appropriate, provided that the Party is entitled to receive monetary compensation if restitution in kind is not applicable; (d) by agreement of the parties to the dispute, any other form of satisfaction of the claim. 2. Each Party shall ensure the due and prompt enforcement of arbitral awards in accordance with this article.

Article 19 Settlement of disputes between the Parties

Disputes between the Parties concerning the interpretation and/or application of the provisions of this Agreement are resolved, if possible, through consultations.

Article 20 Limits, consultations, mediation, reconciliation

1. At the request of either Party, a dispute concerning the interpretation or application of this Agreement may be submitted for settlement to an arbitration court no earlier than 60 (sixty) days after this claim has been notified to the other Party. 2. A Party may not initiate legal proceedings, in accordance with articles 19-25, in a dispute concerning a violation of the investor's rights, which the investor has submitted to arbitration in accordance with Articles 13-18 of this Agreement, except in cases where the Party has failed to comply with and comply with the decision rendered in such dispute, or these judicial The proceedings were interrupted without a decision of the arbitration court.

Article 21 Formation of the composition of the arbitration court

The ad hoc arbitration court should be organized as follows: 1. Each Party must appoint one member of the court, and these two members must agree on the candidacy of a citizen of a third country as Chairman. Such members of the court must be appointed within two (2) months from the date on which one of the Parties informed the other Party of its intention to submit the dispute to the arbitral tribunal, while the Chairman of this court must be appointed within the next two (2) months. 2. If the deadlines specified in paragraph 1 of this Article are not met, either Party may, in the absence of a corresponding agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is a national of a State of either Party, or if he or she is unable to perform the aforementioned function, then the Vice-President, or in case of his or her inability, the next most senior member of the International Court of Justice, must be invited under the same conditions to make the necessary appointments. 3. The members of the arbitration court must be independent and impartial.

Article 22 Applicable legislation, general rules

1. The arbitration court resolves disputes in accordance with the applicable norms and principles of international law. 2. Unless the Parties to the dispute have decided otherwise, the Optional Rules of Arbitration of the Permanent Court of Arbitration shall apply, whenever possible, to matters that are not governed by the provisions of articles 19-25 of this Agreement.

Article 23 Arbitral award

1. In its decision, the arbitral tribunal shall set out its conclusions on the rights and facts, together with their justifications, and may, at the request of one of the Parties, include the following forms of satisfaction of the claim: (a) a statement that the Party's actions are contrary to its obligations under this Agreement; (b) a recommendation that the Party bring its actions in accordance with its obligations under this Agreement; (c) monetary compensation for loss or damage caused to the Party's investor or his investments; (d) any other form of satisfaction of the claim agreed to by the Party against whom the judgment was rendered, including restitution in kind to the investor. 2. The arbitral award must be final and binding on the Parties.

Article 24 Expenses

Each Party pays the expenses of its representation in the arbitration court. The costs of the arbitration court will be paid by both Parties in equal proportions, unless the arbitration court specifies that they will be divided in another way.

Article 25 Enforcement

Monetary awards that have not been fulfilled within one year from the date of the decision on them may be recovered in court by either Party, in accordance with the jurisdiction over the assets of the non-performing Party.

Article 26 Scope of application

1. This Agreement applies to investments made by investors of either Party in the territory of the other Party both before and after the entry into force of this Agreement, in accordance with its legislation. 2. This Agreement does not apply to already settled requirements or processes provided for in Article 13 of this Agreement prior to the entry into force of this Agreement.

Article 27 Consultations

Each of the Parties may invite the other Party to consult on any issues related to this Agreement. These consultations can be held at a time and place agreed through diplomatic channels.

Article 28 Amendments and additions

By mutual agreement of the Parties, amendments and additions may be made to this Agreement, which are its integral parts, are formalized in separate protocols, and enter into force in accordance with the procedure provided for the entry into force of this Agreement.

Article 29 Entry into force and term of validity

1. This Agreement shall enter into force upon the expiration of 60 (sixty) days from the date of receipt through diplomatic channels of the last written notification that the Parties have completed the internal procedures necessary for its entry into force. 2. This Agreement shall be concluded for a period of 10 (ten) years, after which it shall be automatically extended indefinitely and terminated upon the expiration of twelve months from the date on which one Party receives through diplomatic channels a written notification from the other Party of its intention to terminate this Agreement. 3. With respect to investments made prior to the date of termination of this Agreement, the provisions of Articles 1 to 26 of this Agreement will continue to apply for the next 10 years from the date of termination of this Agreement.

Done in Vienna on January 12, 2010, in two copies in English.

For the Government For the Government of the Republic of Kazakhstan of the Republic of Austria

RCPI's note! The following is the text in English.

President

Republic of Kazakhstan

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