On the ratification of the Framework Agreement on the Organization of Operations in the Private Sector between the Government of the Republic of Kazakhstan and the International Development Fund ORES

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The Law of the Republic of Kazakhstan dated February 17, 2026 No. 264-VIII SAM.

To ratify the Framework Agreement on the Organization of operations in the Private Sector between the Government of the Republic of Kazakhstan and the Foundation for International Development of the ORES, signed in Astana on September 4, 2024.

President

Republic of Kazakhstan

K. TOKAEV

Unofficial translation

Framework agreement on the organization of operations in the private sector between the Government of the Republic of Kazakhstan and the International Development Fund ORES

The Government of the Republic of Kazakhstan (hereinafter referred to as the Government) and the ORES Foundation for International Development (hereinafter referred to as the ORES Foundation), collectively referred to as the Parties,

Bearing in mind that the member States of the ORES Foundation, realizing the need for solidarity among all developing countries and the importance of financial cooperation between them and other developing countries, have established the ORES Foundation to provide financial support to the latter in addition to the existing bilateral and multilateral channels through which the member States of the ORES Foundation provide financial assistance to other developing countries,

Whereas the Member States of the ORES Foundation have also authorized the ORES Foundation to participate in stimulating capital flows and, in particular, to assist in financing private sector activities involving enterprises located in other developing countries, including the Republic of Kazakhstan, in order to optimize the aforementioned objective of financial cooperation,

Whereas the Government and the ORES Foundation wish to create a stable framework to facilitate financing through loans, guarantees or other instruments of the ORES Foundation for investment projects of interest to the Republic of Kazakhstan,

and for this purpose, to provide certain protection to such projects and provide certain protection, as well as certain rights and privileges for the ORES Foundation.,

The Parties hereby agree on the following:

Article I

Definitions

1.01 In all cases where they are used in this Agreement, and unless the context requires otherwise, the terms have the following meanings:

(a) "Beneficiary" (or collectively "Beneficiaries") means any person of a borrower of the ORES Foundation, a co-borrower, a guarantor, a lender guaranteed by the ORES Foundation and its borrower or Project owner, whether an individual or a person established under private or public law who benefits from financing through a loan, guarantee or any other tool provided by the ORES Foundation for any Project, including but not limited to;

(b) "Project" means any investment project that is financed by the ORES Foundation directly or through an intermediary, or that benefits from a loan guaranteed by the ORES Foundation or funds raised by the ORES Foundation, and that meets the following criteria:

(i) it is located on the Territory or its financing by the ORES Foundation is carried out on the Territory or through the Territory,

(ii) and the Host country requests financing for it or recognizes that the financing is subject to this Agreement if the ORES Foundation agrees to the financing on the day following the date of entry into force of this Agreement.;

(c) "ORES Fund" means the ORES Fund for International Development, established by the member States of the Organization of Petroleum Exporting Countries (ORES) in accordance with the Agreement signed in Paris on January 28, 1976, as amended.

(d) "Host country" means the Republic of Kazakhstan, including all political or administrative divisions, as well as any of their departmental structures;

(e) "Tax" means any tax, levy, collection, withholding or tax collection of any kind, whether national, regional or local, direct or indirect;

(f) "Territory" means the territory of the Republic of Kazakhstan.

Article II

Activities of the ORES Foundation

2.01 The ORES Foundation may, in accordance with this Agreement, freely carry out activities in the Territory provided for in the Agreement on the Establishment of the ORES Foundation dated January 28, 1976, as amended, including, but not limited to, the provision of loans and (or) guarantees to finance the Project, the acquisition of shares in companies established in the Host country, and the borrowing of funds in accordance with national legislation. by the legislation of the Host Country using all permitted instruments, as well as the possession, use and disposal of such funds and the maintenance of accounts in any currency. In particular, the ORES Foundation can freely decide, based on its assessment of the Project, whether to provide financing and on what terms.

Article III

Taxation of the OPEC Fund

3.01 Interest and all other payments due to the ORES Foundation and arising from the activities provided for in this Agreement, as well as the assets and income of the ORES Foundation related to such activities, are exempt from direct taxes. The activities of the ORES Foundation in the Territory related to any financial transactions covered by this Agreement do not by themselves make the ORES Foundation or its assets taxable.

Article IV

Currency convertibility and transfer of funds

4.01 During the entire period of validity of any financial transaction concluded in accordance with article II of this Agreement, the Host Country must:

(a) provide an opportunity:

(i) Beneficiaries convert into any fully convertible currency at the current market rate the amounts in the national currency of the Host country necessary for the timely payment of all amounts owed to the ORES Fund in respect of loans, guarantees and any shares in the capital of enterprises in connection with any project in accordance with the rules of Kazakhstan regarding foreign exchange transactions applicable to other international institutions; and

(ii) that such amounts can be freely, immediately and efficiently transferred outside the Territory so that Beneficiaries can fulfill their obligations to the ORES Foundation in accordance with the terms of the relevant contract or other document.;

(b) provide an opportunity to:

(i) for the ORES Foundation to convert into any fully convertible currency at such current market exchange rate the amounts in the national currency of the Host country transferred by the ORES Foundation in the form of payments arising in respect of loans, guarantees and holdings or any other activities, and that the ORES Foundation may freely, promptly and efficiently transfer the amounts converted by such outside the Territory to such bank accounts as the ORES Foundation may freely determine in accordance with the rules of Kazakhstan regarding foreign exchange transactions., applicable to other international institutions; or at the option of the ORES Foundation,

(ii) freely dispose of such amounts within the Territory;

(c) provide the ORES Foundation with the opportunity to convert any amounts in any fully convertible currency into the national currency of the Host country at the current market rate.

Article V

Review of projects

5.01. The host country, within the limits of its powers and authority, will treat projects, as well as contracts concluded for their implementation, in relation to fiscal, customs and other issues on a non-discriminatory basis and treat them no less favorably than comparable projects or contracts financed and (or) guaranteed by other international financial institutions. institutions.

5.02 The Host Country provides each Project with full and permanent protection and security from expropriation and nationalization to the extent necessary to preserve the Project's ability to generate revenue that is available to service the debt incurred in connection with the Project.

Article VI

Status and regime of the ORES Foundation

6.01 The ORES Foundation has full legal personality in the Territory, including, in particular, the right to conclude contracts, acquire and dispose of movable and immovable property, and be a party to legal proceedings.

6.02. The ORES Foundation enjoys, in relation to its activities in the Territory, a regime at least as favourable as that granted to any other international institution or, if it is more favourable, the regime granted under any relevant international agreement covering such activities.

6.03 In particular, the ORES Fund should have free access to the national financial market of the Host country in accordance with the legislation of the Host Country in force at that time, and its obligations, securities and other comparable financial instruments will be treated on conditions, including, but not limited to, conditions relating to the tax regime, no less favorable than those provided by the Host country to comparable financial instruments of other international financial institutions.

Article VII

Privileges and immunities of the ORES Foundation

7.01 Assets of the ORES Foundation are exempt from:

(a) Search and all forms of expropriation;

(b) the imposition or application of any enforcement measures or restrictions on freedom of movement pending the issuance of a final, non-appealable judicial decision against the ORES Foundation by a court of competent jurisdiction.

7.02 Representatives of the ORES Foundation, while they are engaged in activities related to this Agreement or in the framework of its implementation, enjoy the following immunities and privileges:

(a) immunity from judicial and administrative proceedings in respect of acts committed by them in their official capacity, except in cases where the ORES Foundation waives such immunity;

(b) Diplomatic privileges and facilities provided by the Host country for official communications, transfer of documents and travel.

7.03 The immunities provided for in paragraph 7.02 of Article VII of this Agreement do not apply to representatives of the ORES Foundation who are nationals of the Host country.

These immunities also do not apply to cases of injury or death caused by actions on the part of an official or employee of the ORES Foundation.

7.04 Nothing in this Agreement shall be interpreted as a waiver, derogation or other modification of any immunities, privileges or exclusions granted in accordance with international agreements, conventions and/or any applicable law to the central bank of the Host Country and/or property owned by the central bank of the Host Country and/or otherwise, it is also under the trust management of the central bank of the Host country.

Article VIII

Settlement of disputes between the ORES Foundation and Beneficiaries

8.01 In respect of any dispute arising between the ORES Foundation and the Beneficiary or any third party regarding the activities of the ORES Foundation provided for in this Agreement, the Host Country undertakes to the extent provided for in the applicable international treaty (to which the Host Country is a party) regarding the recognition and enforcement of judicial and arbitral awards in civil matters.:

(i) ensure that the courts of the Host country have the authority to recognize a final award rendered in accordance with due process by a court or tribunal of competent jurisdiction, including an English court or any arbitral tribunal; and

(ii) ensure that any such decision is enforced in accordance with applicable national rules and procedures.

Article IX

Cooperation

9.01 Before each financing, the ORES Foundation informs the Government about the proposed financing of the Project in the form of a written project proposal. The Government must respond in writing within 60 (sixty) days of receiving the proposal, if it has objections to the proposal or the proposal goes beyond the scope of this Agreement, failure to provide a written response will mean that the Government has agreed to the proposal.

Article X

Contact address

10.01 Any notification or other communication that is required or permitted to be sent in accordance with this Agreement must be in writing. Such notification or communication, depending on the relevant requirement, is considered to have been duly transmitted or drafted when it has been delivered in person, by mail, fax or other electronic means to the Party to whom it is to be transmitted or made, to the address of the Party indicated below, or to any other address that the Party must specify in writing. The party sending the notification or making the message.

Addresses:

From the Government:

From the ORES Foundation:

Article XI

Information disclosure

11.01 The Host country agrees that the disclosure of information about this Agreement to Beneficiaries regarding loans, guarantees or other instruments provided for projects under this Agreement is permitted and will not violate the national legislation of the Host country.

Article XII

Dispute resolution

12.01 Any dispute, disagreement, controversy or claim (collectively referred to as the "Dispute") arising out of the existence, validity, interpretation, implementation or termination of this Agreement should, as far as possible, be resolved amicably by agreement between the Parties.

12.02 If the Parties are unable to settle the dispute amicably within 180 (one hundred and eighty) days from the date of notification of the dispute by either of these parties, the dispute is subject to final and binding arbitration in accordance with the Rules of the Permanent Court of Arbitration for Voluntary Arbitration between International Organizations and the State in force on the date of conclusion of this Agreement.

12.03 The number of arbitrators should be three. The language of the arbitration procedure must be English. The arbitration should take place in The Hague, the Netherlands. The Secretary General of the Permanent Court of Arbitration is the body appointing arbitrators.

12.04 Unless otherwise agreed, all materials must be submitted and all hearings must be completed within six months of the formation of the arbitral tribunal. The arbitration court issues its decision within 60 (sixty) days after the submission of the final materials.

12.05 The Government hereby does not object to the arbitration proceedings and the decision of the Arbitral Tribunal in respect of any dispute.

Article XIII

Entry into force

13.01 This Agreement shall enter into force on the date of receipt through diplomatic channels of the last written notification on the completion by the Parties of the internal procedures necessary for its entry into force.

Article XIV

Termination and modification

14.01 This Agreement is concluded for an indefinite period.

Each of the Parties may terminate this Agreement by notifying the other Party in writing through diplomatic channels. In this case, this Agreement shall terminate upon the expiration of 60 (sixty) days. calendar days from the date of receipt of such notification.

Termination of this Agreement does not affect the rights and interests of the ORES Foundation within the framework of concluded contracts for projects and financial transactions initiated and not completed on the date of termination of this Agreement.

14.02 By mutual written consent of the Parties, amendments and additions may be made to this Agreement, which are integral parts of this Agreement and are formalized in separate protocols.

Signed in Astana on September 4, 2024, in two original copies in English.

For the Government of the Republic of Kazakhstan

For the OPEC Fund for International Development

Nurlan Baybazarov

Abdulhamid Alkhalifa

Deputy Prime Minister

- Minister of National Security

Economy of the Republic of Kazakhstan

President

I hereby certify that this translation of the Framework Agreement on Private Sector Organizations between the Government of the Republic of Kazakhstan and the Foundation for International Development of the United Nations corresponds to the English text.

Vice Minister of National Economy

Republic of Kazakhstan

B. Omarbekov

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