On the ratification of the Agreement between the Republic of Kazakhstan and Japan on the Promotion and Protection of Investments

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The Law of the Republic of Kazakhstan dated July 22, 2015 No. 339-V SAM

To ratify Agreement between the Republic of Kazakhstan and Japan on the Promotion and Protection of Investments, signed in Astana on October 23, 2014.

President of the Republic of Kazakhstan N. NAZARBAYEV

AGREEMENT between the Republic of Kazakhstan and Japan on the Promotion and Protection of Investments

The Republic of Kazakhstan and Japan, hereinafter referred to as the "Contracting Parties", desiring to encourage investments in order to expand economic cooperation between the Contracting Parties; intending to create sustainable, equitable, favorable and transparent conditions for increasing investments by investors of one Contracting Party in the territory of the other Contracting Party; recognizing the growing importance of progressive investment promotion to stimulate investor initiatives and ensuring the prosperity of both Contracting Parties; Recognizing that these goals can be achieved without relaxing the norms and standards applied in the territory of the Contracting Parties in the field of health, safety and environmental protection; recognizing the importance of corporate relations between staff and management in promoting investments between the Contracting Parties; Desiring this Agreement to strengthen international cooperation in the development of international implementation rules foreign investments; and believing that this Agreement will deepen economic cooperation between the Contracting Parties; have agreed as follows:

Article 1

For the purposes of this Agreement: 1. The term "investment" means any type of asset owned or managed directly or indirectly by an investor, including: (a) a legal entity, as well as its subsidiary; (b) shares, stakes, or other forms of equity participation in an enterprise, including rights arising therefrom; (c) bonds, debentures, loans, and other forms of debt, including rights arising therefrom; (d) rights under contracts, including turnkey contracts, construction, management, production, or revenue sharing contracts; (e) monetary claims and any work under the contract that has commercial value; (f) intellectual property rights, including copyrights and related rights, patents and rights relating to utility models, trademarks, industrial designs, integrated circuit topologies, new plant varieties, places of origin of goods or geographical indications, and confidential information; (g) rights granted in accordance with the laws and regulations of the host State or contracts, such as concessionary, licensing, permits and permits, including contracts for the exploration and development of natural resources; and (h) any other tangible and intangible, movable and immovable property, and any related property rights, such as rent, mortgage, retention rights and collateral. Investments include income earned from investments, in particular, profits, interest, capital gains, dividends, royalties and payments. A change in the form in which assets are invested does not affect their nature as investments. 2. The term "investor of a Contracting Party" means the following natural or legal person who intends to make, is making or has made investments in the territory of another Contracting Party: (a) an individual who holds the nationality of the State of such a Contracting Party in accordance with its laws and regulations; or (b) a legal entity of such a Contracting Party. Note: The term "intends to carry out" for the purposes of this article means that an investor of a Contracting Party has taken the specific steps necessary to make investments, such as applying for a permit or license that authorizes further investments. 3. The term "enterprise of a Contracting Party" means any legal entity duly incorporated or organized in accordance with the laws and regulations of that Contracting Party, for profit or without such purpose, that is private or owned or operated by the State, including any corporation, partnership, individually owned company, joint venture, association, organization or the company. 4. The term "investment activity" means activities related to the operation, management, maintenance, use, profit-making, sale or other disposal of investments. 5. The term "territory" means, with respect to a Contracting Party, (a) the territory of such Contracting Party; and (b) the special economic zone and continental shelf over which that Contracting Party exercises sovereign rights or jurisdiction in accordance with international law. 6. The term "freely usable currency" means a freely usable currency as defined in the articles of agreement of the International Monetary Fund.

Article 2

1. Each of the Contracting Parties promotes, as far as possible, the investments of investors of the other Contracting Party and, taking into account its rights to exercise powers in accordance with applicable laws and regulations, including with respect to foreign ownership and control, recognizes such investments. 2. Each Contracting Party shall take appropriate measures to further improve the investment climate in its territory in the interests of investors of the other Contracting Party and their investments. In this regard, each Contracting Party will strive to reduce or eliminate its restrictive measures existing on the date of entry into force of this Agreement in relation to investors of the other Contracting Party and their investments in relation to investment activities, as well as the creation, acquisition and expansion of investments.

Article 3

1. Each Contracting Party shall grant in its territory to investors of the other Contracting Party and their investments a regime no less favourable than that which it grants in similar circumstances to its own investors and their investments in respect of their investment activities. 2. Without prejudice to paragraph 1 above, each Contracting Party may establish special rules related to the investment activities of investors of the other Contracting Party in its territory, provided that such special rules do not violate the rights of these investors under this Agreement.

Article 4

1. Each Contracting Party in its territory provides investors of the other Contracting Party and their investments with a regime no less favorable than that which it provides in similar circumstances to investors of a State that is not a Contracting Party with respect to investment activities and issues related to the receipt of investments. 2. The provisions of paragraph 1 above shall not apply to: (a) matters related to the acquisition of land property; (b) any treatment provided by a Party to investors of another Party or a non-Party State and their investments on the basis of reciprocity; and (c) any preferential treatment resulting from membership in any bilateral or multilateral international treaties covering the protection of new plant varieties, aviation, fisheries and marine issues. 3. The provisions of paragraph 1 of this Article shall not be interpreted as obliging one of the Contracting Parties to extend to investors of the other Contracting Party and their investments any preferential treatment by virtue of any existing or future customs union or economic or monetary union, free trade area or similar international agreements in which one of the Contracting Parties is a party or may to become in the future.

Article 5

1. Each Contracting Party in its territory provides the investments of the other Contracting Party with fair and equitable treatment, as well as full protection and security. 2. None of the Contracting Parties within its territory shall impede the investment activities of investors of the other Contracting Party by any arbitrary measures. 3. Each Contracting Party shall ensure compliance with any obligations it assumes regarding investments and investment activities of investors of the other Contracting Party.

Article 6

Each Contracting Party in its territory shall provide investors of the other Contracting Party with a regime no less favourable than that which it provides in similar circumstances to its own investors or investors of any other Party not party to this Agreement with respect to access to judicial and administrative authorities at all levels in the protection of their rights.

Article 7

1. None of the Contracting Parties in its territory in connection with the investment activity of an investor of the other Contracting Party may impose or enforce any of the requirements listed in this Article from (a) to (1), except for the requirements existing on the date of acceptance of investments made by this investor. No requirements established or enforced by a Contracting Party in its territory in connection with the investment activities of an investor of the other Contracting Party will be more restrictive than those that existed on the day of acceptance of investments made by the investor.: (a) export a certain amount or percentage of goods or services; (b) achieve a certain level or percentage of local content; (c) to purchase, use or give preference to goods or services produced or provided in its territory, or to purchase goods or services from a natural or legal person or any other enterprise in its territory; (d) to correlate in any way the volume or value of imports with the volume or value of exports or the amount of inflows of foreign currencies related to this investor's investments; (e) restrict the sale of goods or services in its territory that are produced or provided through the investments of that investor, in any way linking such sales to the volume or value of its exports or foreign exchange earnings; (f) restrict exports or sales for export; (g) appoint as a supervisor, manager or member of the board directors, persons of a certain nationality; (h) transfer technology, manufacturing process or other proprietary knowledge to a natural or legal person or any other enterprise in its territory, except where the requirement: (i) imposed or ordered by a judicial, administrative or competent authority in the field of competition protection to eliminate an alleged violation of competition law; (ii) relates to the transfer of intellectual property rights, which is undertaken in a manner consistent with any applicable multilateral agreement in the field of intellectual property rights protection to which it is a party; (i) locate the head office of this investor in a particular region or global market in its territory; (j) hire a certain number or the percentage of persons who are citizens of their State; (k) achieve a certain level or cost of scientific research and development in their territory; (l) to supply one or more of the goods that the investor produces or services that the investor provides to a particular region or global market exclusively from the territory of a Contracting Party.

Article 8

1. Each Contracting Party shall immediately publish or make publicly available its regulatory legal acts, administrative procedures, administrative decisions, judicial decisions, as well as international treaties that relate to or affect investment activities. 2. Each Contracting Party shall immediately respond in writing to written requests from the other Contracting Party and provide the other Contracting Party with information on the issues set out in paragraph 1 above, including issues related to the agreement concluded by each Contracting Party in the field of investments. 3. The provisions of paragraphs 1 and 2 above should not be interpreted as obliging any Contracting Party to disclose confidential information, the disclosure of which would interfere with legitimate activities or otherwise be contrary to the public interest or would prejudice privacy or legitimate commercial interests.

Article 9

Each Contracting Party, in accordance with its laws and regulations, strives to ensure, with the exception of cases of emergency or natural disasters, an appropriate opportunity to inform and receive public opinion before adopting, amending and supplementing or repealing regulatory legal acts that address issues related to this Agreement.

Article 10

Each Contracting Party shall ensure that measures and efforts undertaken to combat corruption in relation to matters related to this Agreement will be carried out in accordance with its laws and regulations.

Article 11

Each Contracting Party, in accordance with its laws and regulations, pays special attention to the consideration of applications for entry, stay, residence, as well as the issuance of work permits to individuals with citizenship of the State of the other Contracting Party who wish to enter the territory of the first Contracting Party and stay there for the purpose of investment activities.

Article 12

1. None of the Contracting Parties will expropriate or nationalize investments of investors of the other Contracting Party in its territory or take any measure equivalent to expropriation or nationalization (hereinafter referred to as expropriation), except for measures taken: (a) for public purposes; (b) on a non-discriminatory basis; (c) with payment of prompt, proportionate and effective compensation in accordance with paragraphs 2, 3 and 4 below; (d) in accordance with due process of law and article 5 of this Agreement. 2. Compensation must be equivalent to the fair market value of the expropriated investments for the period when the expropriation was publicly announced or when the expropriation occurred, whichever is earlier. The fair market value should not reflect any change in value that occurred due to the fact that the expropriation became publicly known earlier. 3. Compensation must be paid without delay and include interest at a fair market rate, taking into account the time period before the due date. It must be effectively implemented and freely transferable and freely convertible into the currency of the Contracting Party of interested investors and freely usable currency at the market exchange rate effective on the day of expropriation. 4. Without prejudice to the provisions of Article 17 of this Agreement, investors who have suffered losses as a result of expropriation should have the right of access to the judicial and arbitration authorities of the Contracting Party carrying out the expropriation in order to promptly consider the cases of investors and determine the amount of compensation in accordance with the principles set out in this article.

Article 13

1. Each of the Contracting Parties provides investors of the other Contracting Party who have suffered losses or losses related to their investments in the territory of the first Contracting Party as a result of an armed conflict or a state of emergency, such as revolution, uprising, civil unrest or any other similar cases in the territory of this first Contracting Party, with a regime regarding restitution, compensation, compensation or any other settlement, no less favorable than the regime, which it provides to its own investors or to investors of any third State, whichever is more favorable for investors of the other Contracting Party. 2. Any payment as a means of settlement referred to in paragraph 1 above must be effectively realized, freely transferable and freely convertible at the market exchange rate in effect at the time of payment into the currency of the Contracting Party or interested investors and freely usable currencies.

Article 14

1. If a Contracting Party or its authorized body makes a payment to any investor of such Contracting Party in accordance with guarantee or insurance agreements in respect of such investor's investments in the territory of the other Contracting Party, the latter Contracting Party recognizes: (a) the transfer to the first Contracting Party or its authorized body of any right or claim of such investor on the basis of which such payment is made; (b) the right of the first Contracting Party or its authorized body to exercise by virtue of subrogation any such right or claim to the same extent as the primary right or claim of the investor. 2. With respect to a payment to be made by the first Contracting Party or its authorized body on the basis of a transfer of right or claim, as specified in paragraph 1 (a) above, and assignment of payment, articles 12, 13 and 15 of this Agreement shall apply mutatis mutandis.

Article 15

1. Each Contracting Party shall ensure that all transfers related to investments in the territory of an investor of the other Contracting Party can be freely made to and from its territory without delay, in compliance with the procedures established by its laws and regulations. These transfers should include, in particular, but not exclusively: (a) initial capital and additional amounts for the purpose of securing or increasing investments; (b) profits, interest, capital appreciation, dividends, fees, payments and other current income derived from investments; (c) payments made under the contract, including loan payments related to investments; (d) income from the total or partial sale or liquidation of investments; (e) income and remuneration for personnel employed in the State of the other Contracting Party working in connection with investments in the territory of the first Contracting Party; (f) payments made in accordance with Articles 12 and 13 of this Agreement; (g) payments arising from the settlement of a dispute pursuant to article 17 of this Agreement. 2. Each Contracting Party further guarantees that these transfers can be made without delay in freely convertible currency at the market exchange rate in effect on the day of each transfer. 3. Without prejudice to paragraphs 1 and 2 above, a Contracting Party may delay or prevent a transfer by applying its legislation on equal, non-discriminatory and fair use.: (a) bankruptcy, insolvency, or creditor protection; (b) the issuance, sale, or transaction of securities; (c) an administrative or criminal offense; or (d) enforcement of court orders or judgments.

Article 16

1. Each Contracting Party pays special attention and provides an adequate opportunity for consultations on claims that the other Contracting Party may submit in relation to any issue affecting the operation of this Agreement. 2. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement that is not resolved through diplomatic means shall be referred to an ad hoc arbitral tribunal for settlement. This arbitral tribunal shall consist of three arbitrators, one arbitrator from each Contracting Party, appointed within thirty days from the date of receipt by one Contracting Party of the request for an arbitral award from the other Contracting Party, and a third arbitrator, agreed upon as chairman by these two arbitrators, also elected within the next thirty days, provided that The third arbitrator must not be a national of the State of any Contracting Party. 3. If the third arbitrator is not agreed upon by the arbitrators appointed by each Contracting Party within the next thirty days specified in paragraph 2 of this Article, the Contracting Parties shall apply to the President of the International Court of Justice with a request to appoint a third arbitrator who must not be a national of any Contracting Party. 4. The arbitration court shall make its decisions within the required period of time by a majority vote. These decisions must be final and binding. 5. Each Contracting Party shall bear the costs of its own arbitrator and his representation expenses in the arbitration process. The expenses of the chairman of the arbitral tribunal for the performance of his or her duties and the remaining costs of the arbitral tribunal shall be divided equally between the Contracting Parties.

Article 17

1. For the purposes of this article: (a) "investment dispute" means a dispute between a Contracting Party and an investor of the other Contracting Party that has arisen as a result of loss or damage, or an alleged violation by one Contracting Party of any obligation under this Agreement with respect to an investor of the other Contracting Party or his investments in the territory of the first Contracting Party; (b) "Disputing Investor" means an investor who which is the party to the investment dispute; (c) "Party to the dispute" means the Contracting Party that is a party to the investment dispute; (d) "Disputing Parties" means the party to the dispute and the disputing investor. 2. The provisions of this article should not be interpreted as preventing the disputing investor from reaching an administrative or judicial settlement of the dispute in the territory of the party to the dispute. 3. The investment dispute should, as far as possible, be settled amicably, through consultations or negotiations between the disputing parties. 4. If the investment dispute cannot be resolved through such consultations or negotiations within three months from the date on which the disputing investor requested consultations or negotiations in writing, and if the disputing investor has not submitted the investment dispute to judicial or administrative authorities or an authority for resolution, the disputing investor may submit the investment dispute to one of the following international courts conciliation proceedings or arbitration proceedings: (a) conciliation or arbitration in accordance with the Convention for the Settlement of Investment Disputes between States and Legal Entities and Individuals of Other States, signed in Washington on March 18, 1965 (hereinafter referred to in this article as the ICSID Convention), provided that both Contracting Parties are parties to the ICSID Convention; (b) conciliation or arbitration in accordance with the rules an additional Site of the International Center for Settlement of Investment Disputes, provided that not both, but only one of the Contracting Parties is a party to the ICSID Convention.; (c) arbitration under the Arbitration Rules of the United Nations Commission on International Trade Law; and (d) any arbitration under other Arbitration Rules, subject to agreement with the disputing Party. 5. The applicable rules of the arbitral tribunal shall apply to arbitration formed in accordance with paragraph 4 above, with the exceptions provided for in this article. 6. A disputing investor who intends to submit an investment dispute for conciliation or arbitration in accordance with paragraph 4 of this article must notify the Disputing Party in writing at least 90 days prior to submission. Such notification should contain: (a) the name and address of the disputing investor; (b) certain measures taken by the disputing Party and a brief summary of the factual and legal basis of the investment dispute sufficient to present the issue clearly, including the obligations that are alleged to have been violated under this Agreement.; (c) the conciliation or arbitration formulated in paragraph 4 of this article, which the disputing investor chooses; and (d) the required form of satisfaction and the approximate amount of damages. 7. Each Contracting Party hereby agrees to submit investment disputes to the disputing investor for conciliation or arbitration, as set out in paragraph 4 of this article, at the option of the disputing investor. 8. The consent given in paragraph 7 above and the submission of the claim to arbitration by the disputing investor must meet the requirements: (a) Chapter II of the ICSID Convention or the rules of the additional site of the International Center for Settlement of Investment Disputes regarding the written consent of the parties to the dispute; and (b) Article II of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, signed in New York on June 10, 1958 (hereinafter referred to as the New York Convention), in terms of written consent. 9. Without prejudice to paragraph 7 of this article, no claim may be directed to conciliation or arbitration in accordance with paragraph 4 of this article if more than three years have passed since the date on which the disputing investor was notified or should have been notified, whichever is earlier, that the disputing investor suffered losses or damages referred to in paragraph 1 (a) of this article. 10. Without prejudice to paragraph 4 of this article, the disputing investor may initiate a claim or continue proceedings on it under a temporary injunction, which does not include payment of losses, in an administrative or judicial authority in accordance with the laws and regulations of the Disputing Party. 11. Unless the disputing parties have agreed otherwise, the arbitration formed in accordance with paragraph 4 of this article shall include three arbitrators: one arbitrator shall be appointed by each of the disputing parties and the third arbitrator, the presiding arbitrator, shall be appointed by an agreed decision of the disputing parties. If the disputing investor or the disputing Party has not appointed an arbitrator or arbitrators within sixty days from the date when the investment dispute was submitted to arbitration, the Secretary General of the International Center for Settlement of Investment Disputes (hereinafter - "ICSID") may, at the request of any of the disputing parties, appoint an arbitrator or arbitrators from among the ICSID Panel of Arbitrators in accordance with with the provisions of paragraphs 12 and 13 of this article. 12. Unless otherwise agreed by the disputing parties, the third arbitrator must not be a citizen of any Contracting Party, must not have the right to permanent residence in the territory of any of the Contracting Parties, must not be an employee of any of the disputing parties, and must not deal with an investment dispute in any form. 13. In the case of arbitration referred to in paragraph 4 of this article, each of the disputing parties may specify up to three States, the appointment of arbitrators from whose nationals is unacceptable for such a party. In this case, the ICSID Secretary General does not appoint as an arbitrator any person whose nationality is indicated by any of the Disputing Parties. 14. Unless the disputing parties agree otherwise, arbitration must be conducted in a State that is a party to the New York Convention. 15. The arbitration formed in accordance with paragraph 4 of this article, in resolving the dispute, is guided by this Agreement and the relevant norms of international law. 16. The disputing Party shall send to the other Contracting Party: (a) a written notice of the referral of the dispute to arbitration within thirty days from the date of such referral; and (b) copies of all petitions submitted to the arbitration. 17. A Contracting Party that is not a disputing Party may apply to an arbitration court for an interpretation of this Agreement by notifying the disputing parties in writing. 18. Arbitration may decide on temporary protective measures in order to protect the rights of the disputing investor or facilitate the conduct of arbitration proceedings, including the decision to protect material evidence owned or controlled by any of the disputing parties. The arbitral tribunal shall not order in addition to or prescribe a measure that allegedly contains violations referred to in paragraph 1 (a) of this article. 19. The award made by the arbitral tribunal should include: (a) an opinion on the existence or absence of a violation by the Disputing Party of a certain obligation under this Agreement regarding the Disputing Investor and his investments; and (b) a decision on compensation in the event of such violation. The compensation decision should include one or both of the following: (i) payment of monetary damages and related interest; and (ii) property restitution, in which case the decision states that the Disputing Party may pay monetary damages and related interest in lieu of property restitution. The division of costs may also be determined in the decision in accordance with the applicable rules of arbitration proceedings. 20. The decision rendered in accordance with paragraph 19 above must be final and binding on the disputing parties. The disputing party must unconditionally enforce the decision and ensure its execution on its territory in accordance with its laws and regulations. 21. Neither Contracting Party shall grant diplomatic protection or make an international claim in respect of an investment dispute that one Contracting Party and an investor of the other Contracting Party have agreed to submit or have submitted to arbitration in accordance with paragraph 4 of this Article, unless the other Contracting Party complies with and enforces a decision rendered in respect of such an investment dispute. Diplomatic protection, for the purposes of this paragraph, does not include the informal diplomatic exchange of information in order to facilitate the settlement of an investment dispute.

Article 18

1. Notwithstanding any other provisions of this Agreement, with the exception of the provisions of Article 13 of this Agreement, each of the Contracting Parties may take any measures: (a) which it considers necessary to protect its essential security issues: (i) adopted during a war or armed conflict, or other emergency situation in that Contracting Party or in international relations; or (ii) related to the implementation of national policies or international treaties on non-proliferation of weapons; or (b) in accordance with its obligations under the UN Charter to respect world peace and security. 2. In cases where a Contracting Party takes any measure in accordance with paragraph 1 above that does not comply with its obligations under the provisions of this Agreement, with the exception of the provisions of Article 13 of this Agreement, such Contracting Party will not use such measures as a means to avoid obligations.

Article 19

1. A Contracting Party may take or support measures inconsistent with its obligations under Article 3 of this Agreement concerning international capital transactions and Article 15 of this Agreement.: (a) in the case of serious balance of payments difficulties and external financial difficulties or threats related to them; or (b) in cases where, in exceptional circumstances, capital movements cause or threaten to cause serious difficulties for macroeconomic regulation, in particular for monetary and monetary policy. 2. The measures mentioned in paragraph 1 above: (a) should be compatible with the articles of Agreement of the International Monetary Fund, provided that the Contracting Party taking the measures is a party to the said articles; (b) should not exceed those necessary measures relevant to the circumstances set out in paragraph 1 above; (c) should be temporary and eliminated as far as possible; (d) must be immediately notified to the other Contracting Party.; and (e) must avoid unjustified losses to the commercial, economic and financial interests of the other Contracting Party. 3. Nothing in this Agreement shall be regarded as a change in the existing rights and obligations of a Contracting Party as a party to the articles of agreement of the International Monetary Fund.

Article 20

1. Without prejudice to any other provisions of this Agreement, the Contracting Party shall not be limited in taking measures related to financial services, including measures to protect investors, depositors, policyholders or persons to whom the financial services company has a fiduciary duty, or to ensure the integrity and stability of its financial system. 2. In cases where a Contracting Party takes any measure in accordance with paragraph 1 above that is inconsistent with the provisions of this Agreement, the Contracting Party shall not use such measure as a means of evading its obligations.

Article 21

1. Nothing in this Agreement should be interpreted in such a way as to limit the rights and obligations under multilateral international treaties related to the protection of intellectual property rights to which the Contracting Parties are parties. 2. Nothing in this Agreement should be interpreted as obliging any Contracting Party to extend to investors of the other Contracting Party and their investments the regime provided to investors of any third State and their investments on the basis of multilateral international treaties related to the protection of intellectual property rights to which the first Contracting Party is a party. 3. The Contracting Parties should pay due attention to the adequate and effective protection of intellectual property rights and, at the request of any Contracting Party, immediately consult with each other on relevant issues. Depending on the results of the consultations, each Contracting Party, in accordance with its laws and regulations, shall take appropriate measures to eliminate factors that are recognized as having an adverse impact on investments.

Article 22

1. Nothing in this Agreement shall apply to taxation measures, except where they are specifically provided for in paragraphs 3, 4 and 5 of this article. 2. Nothing in this Agreement shall affect the rights and obligations of either Contracting Party under any taxation convention. In the event of any inconsistency between this Agreement and any such convention, such convention will prevail to the extent of inconsistency. 3. Articles 1, 5, 6, 8 and 12 of this Agreement shall apply to taxation measures. 4. Articles 16 and 17 of this Agreement shall apply to tax disputes to the extent specified in paragraph 3 of this Article. 5. (a) No investor may invoke article 12 of this Agreement as the basis for investment disputes in accordance with article 17 of this Agreement, which determines, in accordance with subparagraph (b) below, that a tax measure does not constitute expropriation. (b) At the time of receipt of the notification pursuant to paragraph 6 of Article 17 of this Agreement, the investor must refer the matter to the competent authorities of both Contracting Parties to determine whether such a measure constitutes expropriation. If the competent authorities of both Contracting Parties do not consider the issue or, having considered it, are unable to determine within one hundred and eighty-three days from the date of such submission that the measure does not constitute expropriation, the investor may submit his claim to an arbitration court in accordance with article 17 of this Agreement. (c) For the purposes of subparagraph (b) above, the term "competent authorities" means: (i) in respect of the Republic of Kazakhstan: the Minister of Finance of the Republic of Kazakhstan or his or her authorized representative; and (ii) in respect of Japan, the Minister of Finance or his or her authorized representatives, who are considering the matter jointly with the Minister of Foreign Affairs or his or her authorized representatives.

Article 23

1. The Contracting Parties shall establish a Joint Commission (hereinafter referred to as the Commission) in order to fulfill the objectives of this Agreement. The functions of the Commission include: (a) to discuss and review the implementation and implementation of this Agreement; (b) to exchange information and discuss any other investment-related issues related to this Agreement in order to promote a favorable environment for investors of the Contracting Party. 2. The Commission may, as necessary, send the necessary recommendations to the Contracting Parties for more effective functioning or achievement of the objectives of this Agreement. 3. The Commission shall be composed of representatives of the Contracting Parties. In order to perform its assigned functions, the Commission determines its working procedure. 4. The Commission may establish sub-commissions and assign certain tasks to such sub-commissions. The Commission may, by mutual agreement of the Contracting Parties, hold joint meetings with representatives of private enterprise. 5. The Commission will hold meetings at the request of any Contracting Party.

Article 24

The Contracting Parties recognize that it is not necessary to encourage investments by investors of the other Contracting Party and any third State by reducing the requirements of their legislation in the field of health, safety, environmental protection and labor. To this end, each Contracting Party should not repeal or otherwise weaken such legislative measures in order to support the establishment, acquisition or expansion of investments in its territory by investors of the other Contracting Party and any third State.

Article 25

1. A Contracting Party may refuse to grant the benefits of this Agreement to an investor of the other Contracting Party who is an enterprise of the other Contracting Party and its investments if this enterprise is owned or operated by an investor of a third State and the refusing Contracting Party: (a) does not maintain diplomatic relations with the aforementioned third State; or (b) takes or supports measures with respect to a third State that prohibit transactions with the enterprise, or that may be violated or circumvented if the benefits of this Agreement are provided to the enterprise or its investments. 2. In accordance with the prior notification and consultation, a Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party who is an enterprise of the other Contracting Party and its investments if this enterprise is owned or operated by an investor of any third State and the enterprise does not carry out any significant business activities in the territory of the other Contracting Party. 3. For the purposes of this article, a legal entity is: (a) "owned" by the investor if more than fifty (50) percent of the shares (stakes) in its authorized capital belong to that investor; and (b) "managed" by the investor if the investor has the authority to appoint a majority of its directors or otherwise lawfully manage their activities.

Article 26

1. Each of the Contracting Parties shall send a notification through diplomatic channels to the other Party confirming that its internal procedures necessary for the entry into force of this Agreement have been completed. This Agreement shall enter into force on the thirtieth day after the date of receipt of the last notification. The Agreement will be valid for ten years after its entry into force and will remain in force automatically until terminated in accordance with paragraph 2.2 below. A Contracting Party may terminate this Agreement after the expiration of the initial ten-year period or at any time after its completion by sending a written notification of such intention to the other Contracting Party through diplomatic channels one year prior to the expected date of termination of the Agreement. 3. By mutual agreement of the Contracting Parties, this Agreement may be amended and supplemented at any time after its entry into force. 4. This Agreement also applies to all investments made by investors of any Contracting Party in the territory of the other Contracting Party prior to the entry into force of this Agreement in accordance with the laws and regulations of the latter Contracting Party. 5. With respect to investments made prior to the date of termination of this Agreement, the provisions of this Agreement will continue to be in force for a period of ten years from the date of termination of this Agreement. 6. This Agreement does not apply to investment disputes arising from events that have occurred or to investment disputes that were settled before its entry into force. In witness whereof, the undersigned, being duly authorized thereto, have signed this Agreement.

Done in Astana on October twenty-third, 2014, in two copies in English.

For the Republic of Kazakhstan For Japan

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

President

Republic of Kazakhstan

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