On the ratification of the Framework Agreement between the Republic of Kazakhstan and the Northern Investment Bank regulating the activities of the Northern Investment Bank in the Republic of Kazakhstan

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On the ratification of the Framework Agreement between the Republic of Kazakhstan and the Northern Investment Bank regulating the activities of the Northern Investment Bank in the Republic of Kazakhstan

The Law of the Republic of Kazakhstan dated October 28, 2019 No. 267-VI SAM.

PRESS RELEASE

To ratify the Framework Agreement between the Republic of Kazakhstan and the Northern Investment Bank governing the activities of the Northern Investment Bank in the Republic of Kazakhstan, signed in Helsinki on October 16, 2018.

President Republic of Kazakhstan

K. TOKAEV

Framework Agreement between the Republic of Kazakhstan and the Northern Investment Bank governing the activities of the Northern Investment Bank in the Republic of Kazakhstan

CONCLUDED BETWEEN:

By the Republic of Kazakhstan, represented by the Minister of National Economy of the Republic of Kazakhstan Timur Suleimenov, (hereinafter - "Kazakhstan"),

on the one hand, and

The Nordic Investment Bank, headquartered at 34 Fabianinkatu St., 00100 Helsinki, Finland, represented by Mr. Henrik Norman, President, and Mr. Heikki Cantella (the "Bank"),

on the other hand,

The Bank and Kazakhstan, hereinafter collectively referred to as the "Parties",

CONSIDERING that the Bank was established as an international financial organization and operates in accordance with the Agreement on the Establishment of the Nordic Investment Bank between Denmark, Estonia, Finland, Iceland, Latvia, Lithuania, Norway and Sweden dated February 11, 2004;

CONSIDERING that the Bank's objectives are to provide financing in accordance with sound banking principles and taking into account socio-economic factors, and to implement investment projects that enhance the competitiveness of the Bank's shareholder countries, improve the economic situation, and are of interest to both the Bank's shareholder countries and recipient countries of such funds;

STRIVING to promote the development of financial cooperation in the fields of infrastructure, environmental protection, energy, transport, telecommunications and industry in the territory of the Republic of Kazakhstan;

EXPRESSING A DESIRE to lay the foundation for long-term cooperation in the use of financial resources allocated by the Bank;

HAVE AGREED ON THE FOLLOWING:

ARTICLE 1 Definitions

For the purposes of this Agreement:

"Beneficiary" (or collectively "Beneficiaries") means any person, whether in Kazakhstan, an individual or a legal entity, established as a subject of private or public law, financed through a loan, guarantee or other instruments provided by the Bank for any Project, including, but not limited to, the Bank's borrower, co-borrower, guarantor, lender, guaranteed by the Bank, and its borrower or the owner of the Project;

"Project" means any investment project financed directly by a Bank or through an intermediary, or a project secured by a loan guaranteed by a Bank and meeting the following criteria:

i) The project is located or its financing by the Bank is carried out on or through the territory of Kazakhstan and

ii) The Government of Kazakhstan submits a request for financing or confirms that the financing is subject to this Agreement, while the Bank agrees to begin financing after the entry into force of this Agreement or if there is a clear expectation of signing or entry into force of this Agreement.;

"Tax" means any taxes, fees, duties, taxes, or any fiscal deductions, direct or indirect, levied at the state, regional, or local level.

ARTICLE 2 Activities of the Bank

In accordance with this Agreement, the Bank may freely carry out within the territory of Kazakhstan the types of activities provided for by the Bank's Charter as of the date of signing the Agreement, including, but not limited to, the provision of loans and/or guarantees to finance the Project, borrowing funds in accordance with the legislation of Kazakhstan using all permitted instruments, as well as storage, use and the disposal of these funds and the management of accounts in any currency. In particular, based on its assessment of the Project, the Bank may independently decide on the provision/non-provision of financing, as well as on the terms of its provision, provided that the Bank will necessarily act within the conditions and restrictions stipulated by the Charter.

ARTICLE 3 Taxation of the Bank

Remuneration and all other payments due to the Bank and related to the activities provided for in this Agreement, as well as the assets and income of the Bank related to such activities, must be exempt from tax. No activities of the Bank in Kazakhstan related to any matters covered by this Agreement should result in taxation of the Bank or its assets.

ARTICLE 4 Currency convertibility and money transfer

Throughout the duration of any financial transaction covered by article 2 of this Agreement, Kazakhstan ensures that:

a) (i) Beneficiaries may perform conversion operations with freely convertible currency and the national currency of Kazakhstan necessary for the timely payment of any amounts owed to the Bank for loans, guarantees and any contributions to the capital of enterprises associated with any Project; and (ii) such amounts may be freely and immediately transferred outside the territory Kazakhstan, so that Beneficiaries can fulfill their obligations to the Bank in accordance with the terms of the applicable contractual or other instrument.;

b) (i) The Bank has the opportunity to convert into freely convertible currency any amounts in the national currency of Kazakhstan received by the Bank as payments on loans, guarantees and deposits or as a result of activities related to the Project, and the Bank may freely and immediately transfer the funds thus converted outside the territory of Kazakhstan to bank accounts independently designated (ii) The Bank may freely dispose of such funds on the territory of Kazakhstan, or at the discretion of the Bank.;

c) The Bank has the opportunity to convert any amounts in freely convertible currency related to the Project into the national currency of Kazakhstan.

ARTICLE 5 The regime applicable to projects

Kazakhstan, within the limits of its rights and powers, ensures the application of a non-discriminatory regime with respect to tax, customs and other issues related to Projects and contracts concluded for their implementation, as well as ensures the application of a regime no less favorable than that applicable to comparable projects or contracts financed and/or guaranteed by other international financial institutions. institutions.

Kazakhstan provides for each Project full and permanent protection and guarantees against expropriation and disputes to the extent necessary to preserve the ability of the Project to generate revenue in order to service the debt incurred in connection with the Project.

ARTICLE 6 Public tenders

The Bank may provide its Project financing on the condition that the procedures for participation in tenders and other tender procedures for concluding contracts comply with the Bank's current rules and procedures.

ARTICLE 7 Status and regime of the Bank

The Bank must fully enjoy the status of a legal entity in Kazakhstan, including, in particular, the right to conclude contracts, acquire and dispose of movable and immovable property, as well as act as a party to legal proceedings.

With respect to its activities carried out on the territory of Kazakhstan, the Bank should enjoy a regime no less favorable than the general regime provided for any other international organization, or the regime provided by any comparable international agreement with respect to such activities, if such a regime is more favorable.

In particular, the Bank should have unhindered access to the national financial market of Kazakhstan in accordance with the current legislation of Kazakhstan, and its bonds, securities and other comparable financial instruments should enjoy a regime, including tax, which is no less favorable than the regime for comparable financial instruments of other international financial institutions.

The rights and protections granted in accordance with this Article 7 should not apply to any activities carried out by the Bank outside of the conditions and restrictions provided for in its Articles of Association.

ARTICLE 8 Privileges and immunities of the Bank

(1) The Bank's assets must be released:

a) from searches and any form of expropriation;

b) from any penalties, measures of influence or seizure until a final, non-appealable, court decision against the Bank is rendered by a competent judicial authority.

(2) Representatives of the Bank, during the performance of activities related to this Agreement or during its implementation, must enjoy at least the following immunities and privileges:

a) immunity from judicial or administrative prosecution in connection with actions performed within the framework of official duties, except in cases where the Bank waives such immunity;

b) diplomatic privileges and facilities provided by Kazakhstan for official negotiations, forwarding of documents and business trips, adopted by the Vienna Convention on Diplomatic Relations of 1961.

Paragraph 2 of Article 8 does not apply to representatives of the Bank who are citizens of Kazakhstan.

This immunity does not apply to liability in connection with bodily injury or death caused by actions on the part of an official or employee of the Bank.

ARTICLE 9 Subrogation

The rights granted to the Bank by this Agreement are enjoyed by the Bank acting on its own behalf or, if the participating country has made a payment to the Bank in accordance with guarantees in connection with any loans, guarantees or other instruments covered by this Agreement, guided by the right to subrogation.

ARTICLE 10 Cooperation

Kazakhstan undertakes to respond in writing within 60 (sixty) days to the Bank's request for confirmation that the Project financing proposal is subject to this Agreement. Kazakhstan and the Bank must promptly inform each other of any measures taken by their party, or proposed measures, or any other circumstances that are likely to significantly affect the rights and interests of the other party under this Agreement.

ARTICLE 11 Dispute resolution

(1) Any disputes, disagreements, contradictions or claims (collectively referred to as "Dispute") arising out of the existence, operation, interpretation, application or termination of this Agreement should (as far as possible) be resolved by concluding an amicable agreement between Kazakhstan and the Bank.

(2) If the dispute between Kazakhstan and the Bank cannot be resolved amicably within 60 (sixty) days from the date of notification of either party to the Dispute, the Dispute must be settled through final and binding arbitration in accordance with the Rules of the Permanent Court of Arbitration for Voluntary Arbitration between International Organizations and States., effective as of the date of this Agreement.

(3) The number of arbitrators must be three. The language of arbitration procedures should be English. The arbitration courts should be held in The Hague (Netherlands). The right to appoint arbitrators belongs to the Secretary General of the Permanent Court of Arbitration.

(4) Unless otherwise agreed, all applications must be filed and all hearings must be completed within six months of the formation of the arbitration tribunal.

The court must make its decision within 60 (sixty) days from the date of submission of the latest documents.

(5) Kazakhstan hereby does not object to the arbitration proceedings and the decision rendered by the arbitral tribunal in respect of any Dispute.

ARTICLE 12 Entry into force

This Agreement will enter into force the day after Kazakhstan informs the Bank through diplomatic channels about the implementation of its internal procedures.

ARTICLE 13 Period of validity

This Agreement is concluded for an unlimited period of time.

The Bank may send a written notice to Kazakhstan of the termination of this Agreement six months in advance or the release of Kazakhstan from all or any of Kazakhstan's obligations under this Agreement. Unless otherwise indicated, the transmission of such notification does not affect the rights and interests acquired by the Bank in relation to Projects and financial transactions that remained incomplete as of the date of sending such notification.

Kazakhstan may send a written notice to the Bank on termination of this Agreement six months in advance. The transmission of such notification does not affect the rights and interests acquired by the Bank in relation to Projects and financial transactions that remained incomplete on the effective date of such notification in Kazakhstan.

ARTICLE 14 Information disclosure

Kazakhstan recognizes that disclosure and provision to Beneficiaries of information on loans, guarantees and other instruments provided in support of Projects in accordance with this Agreement are legitimate and will not violate the applicable rules or regulations of any competent governing body.

ARTICLE 15 Address for sending messages

The Parties agree that any questions that arise during the application of this Agreement may be directed to their addresses given below.:

Kazakhstan: Ministry of National Economy of the Republic of Kazakhstan, Mangilik El Avenue, 8, 010000 Astana, Kazakhstan

Bank: Office of the President, 34 Fabianinkatu St., 00100 Helsinki, Finland

IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have signed this Agreement in two copies in English, Kazakh and Russian, having equal legal force, each page of which is stamped by the undersigned or their representatives. In case of conflict, the Parties refer to the English version.

Date: October 16, 2018, Helsinki

Signed for and on behalf of

REPUBLIC OF KAZAKHSTAN ______________________________ Timur Suleimenov Minister of National Economy of the Republic of Kazakhstan

NORTHERN INVESTMENT BANK _______________________________ Henrik Norman President ________________________________ Heikki Cantell Chief Consultant

President

Republic of Kazakhstan

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