On the ratification of the Agreement between the Government of the Republic of Kazakhstan and the Government of the United Arab Emirates regarding the construction of the Abu Dhabi Plaza complex, Astana, Republic of Kazakhstan

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On the ratification of the Agreement between the Government of the Republic of Kazakhstan and the Government of the United Arab Emirates regarding the construction of the Abu Dhabi Plaza complex, Astana, Republic of Kazakhstan

Law of the Republic of Kazakhstan dated July 7, 2009 No. 171-IV

To ratify the Agreement between the Government of the Republic of Kazakhstan and the Government of the United Arab Emirates regarding the construction of the Abu Dhabi Plaza complex, Astana, Republic of Kazakhstan, signed in Astana on June 11, 2009.

President of the Republic of Kazakhstan N. Nazarbayev

The agreement between By the Government of the Republic of Kazakhstan and the Government of the United Arab Emirates regarding the construction of the Abu Dhabi Plaza complex, Astana, Republic of Kazakhstan

(Bulletin of International Treaties of the Republic of Kazakhstan, 2011, No. 3, Article 25) (Entered into force on July 13, 2009)

THIS AGREEMENT was signed on June 11, 2009 in Astana.

BETWEEN: (1) the GOVERNMENT of the REPUBLIC of KAZAKHSTAN (hereinafter referred to as the "Government of Kazakhstan"), located at its representatives, assignees and legal successors. (2) THE GOVERNMENT OF the UNITED ARAB EMIRATES (hereinafter referred to as the "UAE Government") located at the address of its representatives, assignees and legal successors.

The preamble:

(A) The UAE Government expresses its intention to appoint ALDARA to implement the Construction Project in accordance with the proposals discussed with the Government of Kazakhstan. (C) Public Joint Stock Company ALDAR Properties (ALDAR Properties PJSC) is a legal entity whose shares are traded on the Abu Dhabi Stock Exchange. (C) The Government of the United Arab Emirates and the Government of Kazakhstan have expressed a desire to conclude this Agreement in order to facilitate the implementation of the Construction Project and the application of preferential systems in the areas of taxation, currency regulation, customs clearance, visa support and the issuance of permits for the recruitment of foreign labor in relation to ALDARA, as well as, depending on the circumstances, its Contractors and Subcontractors.

THE PARTIES HAVE AGREED ON THE FOLLOWING:

Article 1 Employment issues

1.1 The Parties hereby agree that in order to implement the Construction Project, any of the Parties to ALDARA are allowed to attract and hire Foreign Workers in all aspects and/or at any stage of the Construction Project. 1.2 For the purposes of this Agreement, "Foreign Employee" means any person and/or a member of staff and/or an employee and/or an employee who is not a citizen of the Republic of Kazakhstan and does not have a residence permit of the Republic of Kazakhstan, hired and/or attracted and/or involved in any way for the purpose of implementing a Construction Project by appointment either of the ALDARA Parties or at its direction or order. 1.3 The Parties hereby agreed that at any time during the Construction period and before the Completion Date of the Construction Site, the total number of Foreign Workers will not exceed 6,600 (six thousand six hundred) people, provided that the Parties understand that the successful completion and timely completion of the Construction Site will directly depend on the timely recruitment of the required number of Foreign Workers as and when it may be necessary for the purposes of the Construction Project. 1.4 For the purposes of this Agreement, Foreign Workers are divided into 2 (two) categories: (i) "Administrative Workers" means personnel who are not directly employed for the construction of the Construction Site, regardless of profession and qualifications, and (ii) "Technical Workers" means personnel who are hired directly for the construction of the Construction Site, regardless of profession and qualifications. 1.5 With regard to the recruitment and hiring of Foreign Workers, the Parties hereby agreed on the following procedures: (i) A written application for Permission to Hire an Administrative Employee must be submitted to the relevant Government Agency within 7 (seven) calendar days from the date of entry of such Administrative Employee into the territory of the Republic of Kazakhstan. This statement also confirms the fact of the Administrative Employee's entry into the territory of the Republic of Kazakhstan. The application must be signed and, if any, stamped by the Person who submits the application, as well as approved by an Authorized Representative. The application must contain the following information about the Administrative Officer: (a) first name, last name and patronymic, (b) nationality, (c) passport number, date of issue and validity period, as well as the name of the issuing authority. Any such application must be accompanied by a certified copy of the passport of the relevant Administrative Employee, and must also contain a clear statement confirming that the relevant person in respect of whom the application for a Permit to engage the IRS is being submitted is an authorized Administrative Employee for the purposes of the Construction Site. (ii) The Government of Kazakhstan hereby undertakes that, subject to the abovementioned paragraph (i), all applications for a Permit to Employ IRS in respect of Administrative Employees specified in the abovementioned paragraph (i) will be reviewed within 20 (twenty) calendar days from the date of acceptance of the application for a Permit to Involvement of the IRS for consideration by the relevant Government Agency. (iii) An application for a Permit to Engage IRS in respect of Technical Workers must be submitted to the relevant Government Agency prior to the entry of Technical Workers into the territory of the Republic of Kazakhstan. This application must be signed and, if any, stamped by the Person who submits the application, as well as approved by an Authorized Representative. The application must contain the following information about the Technical Employee: (a) first name, last name and patronymic, (b) nationality, (c) passport number, date of issue and validity period, as well as the name of the issuing authority. Any such application must be accompanied by a certified copy of the passport of the relevant Technical Employee, and must also contain a clear statement confirming that the relevant person in respect of whom the application for a Permit to engage the IRS is being submitted is an authorized Technical Employee for the purposes of the Construction Site. (iv) The Government of Kazakhstan hereby undertakes that, subject to the abovementioned paragraph (iii), all applications for a Permit to Engage IRS in respect of the Technical Staff referred to in the abovementioned paragraph (iii), will be reviewed within 20 (twenty) calendar days from the date of acceptance of the application for a Permit to Involvement of the IRS for consideration by the relevant Government Agency. (v) Permits for the Use of IRS will not be refused, except on grounds of national security, health and morals. 1.6 Each Permit for the Use of IRS must be issued for the entire Construction period. The procedures for attracting Foreign Workers will be governed exclusively and entirely by this Agreement, with the exception of those provisions of Kazakh Legislation that may provide for more favorable conditions for attracting Foreign Workers. If applicable for the purposes of the Construction Site, these provisions apply to the entry of Foreign Workers into the territory of the Republic of Kazakhstan and the recruitment of such Foreign Workers to work in the Republic of Kazakhstan. 1.7 The Government of Kazakhstan will provide support to the ALDARA Parties in the process of obtaining Permits for the involvement of IRS and will appoint one authorized contact person in order to speed up and ensure the process of reviewing applications and issuing documentation.

Article 2 Visa support for foreign workers

2.1 During the Construction and Operation period, the Government of Kazakhstan will take timely measures to review documents and issue visas for all Foreign Workers involved in Construction and employed in Kazakhstan, provided that for the purposes of this Article 2, the term "Foreign Worker" will also include all immediate family members (spouse and children) any Administrative Employee. The examination of documents and the issuance of visas is carried out in accordance with the Kazakh Legislation in force on the Effective Date, with the exception of those provisions of the legislation of Kazakhstan that may provide more favorable conditions for the examination of documents and the issuance of visas. 2.2 The Government of Kazakhstan will appoint one authorized contact point in order to speed up and ensure the process of reviewing applications and issuing visas.

Article 3 Legislation of the Republic of Kazakhstan, Codes, amendments and additions

3.1 The Government of the Republic of Kazakhstan confirms that the Construction and implementation of the Construction Site must be carried out in accordance with the following provisions: 3.1.1 During Construction, ALDAR and its designated Contractors are entitled to subcontract up to 100% of the work related to the Construction Site; 3.1.2 ALDAR remains the sole owner of any facilities and structures (both completed and unfinished) that were built or erected during Construction; 3.1.3 The cost of work and/or equipment provided for in any contract carried out and provided by any Contractor or Subcontractor for the Construction Site must remain unchanged and fixed throughout the entire term of such contract, except in the case of a change in such cost by written agreement of all parties to this contract. 3.1.4 If there is a corresponding provision in the contract concluded by ALDAR with the Contractors, ALDAR's liability under such contracts will be limited to specific amounts that will be agreed in the relevant contracts.; 3.1.5 If there is a corresponding provision in the contract concluded by ALDAR with the Contractors, the Contractors will under no circumstances have the right to withhold the results of any work, both completed and in progress, located on the Construction Site, including any materials or equipment (both owned and not owned by ALDAR), properly delivered to the Construction Site for the Construction Site. This regulation also applies to relations between Contractors and Subcontractors. 1.3.6 ALDAR or any person appointed by ALDAR will monitor the Contractors' performance of work related to the Construction Site. Contractors bear full responsibility for deviations from the fulfillment of the terms of the contract, which may have a negative, harmful or cost effect on the quality or volume of work performed. Contractors are also responsible for other defects in the work (in terms of quantity or quality) that may be detected during the inspection. ALDAR or any person appointed by ALDAR may exercise his right to make demands for the correction of defects in the work or deviations from the provisions of the contract (and/or their consequences) at any time within the time limits specified in the relevant contracts. 1.3.7 The Construction Project will be implemented in accordance with the Design Documentation developed by ALDAR or the Contractors. Subject to compliance with the provisions of the Legislation of Kazakhstan in the field of occupational safety and health, the relevant Government Agencies are required to approve /coordinate the Project Documentation. 3.1.8 Disputes, including those related to immovable property located in the Republic of Kazakhstan, are considered through arbitration in accordance with Article 15.4. 3.1.9 Kazakh Legislation applies to the Construction and Operation of a Construction Site, including any contracts concluded by ALDAR and/or any Contractor, only if this does not contradict (both currently and at any time in the future) the provisions set out in this article.

Article 4 Taxes

In order to facilitate the implementation of the Construction Project, the Government of Kazakhstan grants the following tax and customs preferences: 4.1 Corporate Income Tax 4.1.2 ALDAR is exempt from corporate income tax (hereinafter referred to as "CIT") for the duration of Construction and the next 20 years in connection with the Construction and its Operation. The period of exemption from the CPN expires on December 31, 2034. 4.1.3 During the Construction period and the following 20 years, ALDAR does not pay CPN and/or advance payments on CPN. 4.1.4 For the avoidance of any doubt, the exemption from the CPN applies to all types of income, including income from the increase in value from the sale of shares and other property received by ALDAR during Construction and the following 20 years in connection with the Construction Site and its Operation. 4.1.5 For the purposes of KPN, ALDAR has the right to deduct the value of fixed assets by calculating depreciation charges in any tax period at its sole discretion in an amount not exceeding the limits established by Kazakh Legislation regarding deductions of depreciation charges on fixed assets. 4.1.6 During the periods following the period of exemption from the CPN, the income from the increase in value from the sale of shares and other property is calculated on the basis of ALDARA's accounting data in accordance with the procedure established by Kazakh Legislation. 4.2 Income tax withheld at the source of payment 4.2.1 Income and other payments paid to ALDAR and/or its founders and/or participants in connection with the Construction Site and its Operation are exempt from income tax withheld at the source of payment during the Construction period and the next 20 years. The period of exemption from income tax withheld at the source of payment expires on December 31, 2034. 4.2.2 For the avoidance of any doubt, exemption from income tax withheld at the source of payment applies to all types of income, including, but not limited to, dividends, remuneration (interest) and income from service contracts received by ALDAR and/or its founders and/or participants in connection with the Construction Site and its Operation during the Construction period and the next 20 years, regardless of whether ALDARA and/or its founders and/or participants have a permanent establishment in the Republic of Kazakhstan under Kazakh Law or otherwise. 4.2.3 Any income payable by ALDARA to its founders and/or participants and/or other legal entities (regardless of whether such legal entities are part of the ALDARA Group or not), both residents and non-residents, in connection with the Construction Site and its Operation, is exempt from income tax withheld at the source of payment, during the construction period and the next 20 years. The period of exemption from income tax withheld at the source of payment expires on December 31, 2034. 4.2.4 For the avoidance of any doubt, the exemption from income tax withheld at the source of payment applies to all types of income of residents and non-residents, including, but not limited to, remuneration (interest) on loans and income from service contracts paid by ALDAR in connection with the Construction Site and its Operation during the Construction Period. during the Construction period and the next 20 years, regardless of the absence or presence of such non-residents of a permanent establishment in the Republic of Kazakhstan under Kazakh Law or otherwise. 4.3 Value Added Tax 4.3.1 ALDAR is exempt from value added tax (hereinafter referred to as "VAT") during the Construction period and the next 20 years and in connection with the Construction Site and its Operation. The VAT exemption period expires on December 31, 2034. 4.3.2 During the Construction period and the following 20 years, ALDAR does not charge or pay any VAT, including VAT paid when purchasing services and works from a non-resident who is not a VAT payer in the Republic of Kazakhstan and does not operate through a branch or representative office. 4.3.4 Contractors who have contracts with ALDAR are exempt from VAT on turnover arising from the sale of Goods (services, works) to ALDAR during Construction and Operation, committed solely in connection with the Construction Site and its Operation. With respect to the Construction Site and its Operation, Contractors are also exempt from VAT paid when purchasing services and works from a non-resident who is not a VAT payer in the Republic of Kazakhstan and does not operate through a branch or representative office. The VAT preferences provided for in this paragraph expire on the Date of Completion of the Construction Project. 4.3.5 Subcontractors who have contracts with Contractors have the right to apply a zero VAT rate during the Construction period in respect of turnover arising from the sale of Goods (services, works) To the Contractor in connection with the Construction Site and its Operation. The VAT preferences provided for in this paragraph expire on the Date of Completion of the Construction Project. 4.3.6 ALDAR or its Authorized Representative will take all necessary reasonable measures to develop and implement an appropriate administrative procedure to reasonably confirm the correctness of the application of VAT preferences by Contractors or Subcontractors in accordance with paragraphs 4.3.4 and 4.3.5. 4.3.7 If the Contractor has sales of Goods (services, works) that are not specified in paragraph 4.3.4, the Contractor is obliged to keep separate records of these sales for VAT purposes separately from the sales specified in paragraph 4.3.4. 4.4 VAT on imports and customs payments 4.4.1 Goods and Vehicles (excluding alcoholic beverages, beer, tobacco products, gasoline, diesel fuel) imported in accordance with this Agreement for the purposes of Construction and Operation by ALDAR, its Contractors and Subcontractors, as well as personal property imported by staff and employees of ALDAR, its Contractors and Subcontractors involved in accordance with this Agreement for the purposes of Construction and Operation are exempt from paying the following payments and taxes, established in accordance with Kazakh Legislation: (A) Customs duties; (C) Import VAT; (C) Anti-dumping, protective and countervailing duties; (D) Excise taxes. 4.4.2 Goods and Vehicles (with the exception of alcoholic beverages, beer, tobacco products, gasoline, diesel fuel) imported in accordance with this Agreement for the purposes of Construction and Operation by ALDAR, its Contractors and Subcontractors, as well as personal property imported by personnel and employees of ALDAR, its Contractors and Subcontractors engaged in accordance with by this Agreement, for the purposes of Construction and Operation, are subject to customs clearance without the application of non-tariff regulatory measures and other requirements established by Kazakh Legislation., with the exception of export control measures. 4.4.3 Unused Goods and Vehicles (including those intended for the administration of Construction and Operation: cars, office equipment, etc.) may be exported outside the territory of the Republic of Kazakhstan, alienated and/or transferred for temporary use for other purposes other than the purposes of this Agreement. 4.4.4 The export of Goods and Vehicles specified in paragraph 4.4.3 is carried out with exemption from payments and taxes listed in paragraph 4.4.1 of this Agreement, as well as without the application of non-tariff regulatory measures and other requirements established by Kazakh Legislation, with the exception of export control measures, in the following order: * ALDAR - no later than 5 years from the end date of the 20-year period following the Completion Date of the Construction Site; * Contractors and/or Subcontractors - no later than 5 years from the Date of Completion of the Construction Site. 4.4.5 In case of alienation and/or transfer for temporary use of the Goods and Vehicles specified in paragraph 4.4.3 before the expiration of 5 years from the date of release in accordance with the chosen customs regime, such Goods and Vehicles are subject to the payments and taxes listed in paragraph 4.4.1, in accordance with the Kazakh Legislation in force on the date of alienation and/or transfers for temporary use. If the Goods and Vehicles specified in paragraph 4.4.3 are alienated and/or transferred for temporary use after 5 years from the date of release in accordance with the chosen customs regime, such Goods and Vehicles are not subject to the payments and taxes listed in paragraph 4.4.1 and are considered unconditionally released. Such Goods and Vehicles acquire the status of Kazakhstani Goods and Vehicles. In these cases, non-tariff regulatory measures and other requirements established by Kazakh Legislation are not applied to such Goods and Vehicles. 4.4.6 Personal property imported by ALDARA personnel and employees engaged in accordance with this Agreement for Construction and Operation purposes may be exported from the territory of the Republic of Kazakhstan no later than 1 year from the end date of the 20-year period following the Completion Date of the Construction Site, with exemption from payments and taxes listed in paragraph 4.4.1. as well as without the application of non-tariff regulatory measures and other requirements established by Kazakh Legislation. definitely released. Such Goods and Vehicles acquire the status of Kazakhstani Goods and Vehicles. In these cases, non-tariff regulatory measures and other requirements established by Kazakh Legislation are not applied to such Goods and Vehicles. 4.4.6 Personal property imported by ALDARA personnel and employees engaged in accordance with this Agreement for Construction and Operation purposes may be exported from the territory of the Republic of Kazakhstan no later than 1 year from the end date of the 20-year period following the Completion Date of the Construction Site, with exemption from payments and taxes listed in paragraph 4.4.1. as well as without the application of non-tariff regulatory measures and other requirements established by Kazakh Legislation. 4.4.7 Personal property imported by personnel and employees of Contractors and Subcontractors engaged in accordance with this Agreement for Construction and Operation purposes may be exported from the territory of the Republic of Kazakhstan no later than 1 year from the Date of Completion of the Construction Site with exemption from payments and taxes listed in paragraph 4.4.1, as well as without the use of non-tariff regulatory measures and other requirements established by the Kazakh Legislation. 4.4.8 The provisions of paragraphs 4.4.1, 4.4.2 apply to: (a) ALDAR - for the period of Construction and for 20 years after the Date of Completion of the Construction Project; and (b) Contractors and Subcontractors - only for the period of Construction. 4.4.9 Goods and Vehicles transported across the customs border of the Republic of Kazakhstan for the purposes of this agreement are subject to customs clearance in accordance with the Kazakh Legislation in force on the date of customs clearance. 4.5 Stability of the customs regime 4.5.1 The provisions of this Agreement are not subject to both Kazakh Legislation and international treaties governing customs issues, except in cases where such Kazakh Legislation and/or international treaties are more favorable to ALDARA than the provisions governing customs issues provided for in this Agreement. The Government of the Republic of Kazakhstan guarantees the absolute stability of the customs regime provided for in this Agreement and recognizes that such guarantee also applies to any changes in Kazakh Legislation and/or international treaties to which the Republic of Kazakhstan is or will be a signatory and which determine the procedure and conditions for the import of excisable goods. The guarantee of the stability of the customs regime will not be revoked by the Government of the Republic of Kazakhstan during the validity of this Agreement, including, but not limited to, on the grounds of national and environmental safety, health and morals, as well as on any other grounds provided for in accordance with Kazakh Legislation. 4.6 Other taxes 4.6.1 ALDAR will not be obligated to calculate and pay the following taxes and other mandatory payments arising from the Construction and/or Operation of the Facility during the Construction period and the following 20 years: (a) Land tax; (b) Payment for the use of land; (c) Property tax; (d) Vehicle tax. 4.6.2 The tax preferences provided for in paragraph 4.6.1 will expire on December 31, 2034. 4.7 Reporting 4.7.1 ALDAR undertakes to prepare and submit tax reports in accordance with Kazakh Legislation. 4.7.2 Notwithstanding the above, ALDAR is not obligated to disclose any information that is Confidential under this Agreement and/or the Memorandum of Understanding dated March 31, 2009. 4.8 Compliance with the terms of this Agreement 4.8.1 The Government of Kazakhstan will take all necessary measures to ensure that ALDAR can benefit from all tax and customs preferences provided for in this Agreement from the Effective Date. 4.9 Stability of the tax regime 4.9.1 The Parties acknowledge that they have duly discussed the terms of this Agreement and hereby agree that this Agreement is based on the tax regime established therein, through which the Government of Kazakhstan guarantees the absolute stability of the tax regime provided for in this Agreement. The tax regime cannot be influenced by any Kazakh Legislation, as well as international treaties regulating tax issues, except in cases where the Legislation of Kazakhstan and/or international treaties are more favorable for ALDARA than the tax regime provided for in this Agreement. The guarantee of the stability of the tax regime cannot be revoked or revoked by the Government of Kazakhstan for the entire Period, including, without limitation, on the grounds of national and environmental safety, health and morals, as well as on other grounds provided for by Kazakh Legislation. 4.9.2 The Parties hereby agree that taxes and other mandatory payments stipulated by the Kazakh Legislation in force on the Effective Date and not explicitly specified in this Agreement must be paid in accordance with the Kazakh Legislation in force at the time of the relevant obligation to pay. Despite any provisions of this Agreement, ALDAR is not obligated to pay any Taxes and/or other mandatory payments imposed by Kazakh Legislation after the Effective Date. 4.10 Support and assistance 4.10.1 The Government of Kazakhstan will assist ALDARA in dealing with tax and customs issues and will provide a single contact person to facilitate and accelerate the processing and submission of official documentation. 4.11 Transition to a generally established tax regime 4.11.1 During the periods following the period of exemption from Taxes and Customs Duties, i.e. starting from January 1, 2035, ALDAR must calculate and pay Taxes and Customs Duties in accordance with Kazakh Legislation. 4.12 Liability 4.12.1 With respect to paragraphs 4.3.4, 4.3.5 and Article 4.4, ALDAR is not responsible for any violation of Kazakh Law committed by Contractors and Subcontractors. 4.12.2 With respect to any Taxes and Customs Payments, ALDAR is responsible for administrative violations provided for by Kazakh Legislation as of the Effective Date. ALDAR will not be subject to any administrative sanctions imposed by Kazakh Law after the Effective Date. 4.13 Exemption from Transfer pricing regulation 4.13.1 During the Construction period and the next 20 years, Kazakhstan's Transfer pricing Regulation Legislation will not apply to ALDARA. 4.14 Taxation of transactions not related to this Agreement 4.14.1 The Parties agree that transactions not related to the Construction Site and/or its Operation carried out by ALDAR or its Contractors and Subcontractors, including the sale of goods (services and works) for purposes other than sales, in relation to which this Agreement provides for tax and customs preferences, taxes and customs duties are levied in accordance with Kazakh Legislation.

Article 5 Expropriation

5.1 ALDARA Group's investments in the territory of the Republic of Kazakhstan may not be expropriated, nationalized, requisitioned or subjected to other measures with consequences such as expropriation, nationalization, requisition (hereinafter referred to as "expropriation"), except in cases where such measures are taken in the public interest in accordance with the procedure established by law without discrimination., with the payment of immediate, adequate and effective compensation. 5.2 Compensation must be equal to the fair market value of the expropriated investments immediately prior to the date when the impending expropriation became known to the ALDARA Group (hereinafter referred to as the "Value Date"). The fair market value should be determined in accordance with generally accepted valuation principles. The fair market value must be expressed, at the request of the ALDARA Group, in any freely convertible currency at the market exchange rate at the Date of Value. 5.3 Compensation must be fully realizable and freely transferable in a freely convertible currency and must be carried out without any restrictions or delay. Compensation must include interest corresponding to the effective rate set on market conditions in respect of the payment currency, starting from the date of expropriation and up to the actual payment date. 5.4 The provisions of Articles 5.1 and 5.2 also apply to income from Investments and, in the case of liquidation, to proceeds from liquidation. 5.5 Without prejudice to the provisions of Article 15.4 of this Agreement, the ALDARA Group (or any person belonging to the ALDARA Group), whose investments have been expropriated, has the right to immediately review its case and immediately determine the value of its investments by the relevant judicial or other competent authorities of the Republic of Kazakhstan in accordance with the provisions set out in this article.

Article 6 Compensation of losses

6.1 The ALDARA Group (or any person belonging to the ALDARA Group), whose investments in the territory of the Republic of Kazakhstan have suffered losses as a result of war or other armed conflicts, rebellion, rebellion, rebellion, acts of disobedience, civil unrest, cases of declaring a general emergency in the territory of the Republic of Kazakhstan, the Government of the Republic of Kazakhstan provides in respect of restitution, compensation compensation or other settlement, the regime is no less favorable, than provided by the Government of the Republic of Kazakhstan to its investors or to investors of any third country, which, in the opinion of the ALDARA Group (or any person belonging to the ALDARA Group) is the most favorable for the investor. 6.2 Without prejudice to the provisions of Article 6.1, the ALDARA Group (or any person who is part of the ALDARA Group), which in any of the cases referred to in Article 6.1, suffers losses as a result of: (a) the confiscation of its investments or part thereof by the armed forces or authorities of the Republic of Kazakhstan, or; (b) the destruction of an investment or part of it by the armed forces or the authorities of the Republic of Kazakhstan, which was not required by the necessity of the situation, must in any case be provided by the Government of the Republic of Kazakhstan with restitution or compensation, which in any case must be immediate, adequate and effective. In this case, compensation must be carried out in accordance with Articles 5.1 - 5.3 (inclusive), starting from the date of confiscation or destruction of investments until the date of actual payment.

Article 7 Free transfer of payments related to investments

7.1 Subject to ALDARA Group's compliance with the Laws of Kazakhstan, the Government of the Republic of Kazakhstan guarantees ALDARA Group that all transfers and disbursements of funds to and from the Republic of Kazakhstan related to Investments are carried out freely and without restrictions. 7.2 The Government of the Republic of Kazakhstan guarantees that the ALDARA Group, during the entire term of this Agreement, has the right to: a) transfer, in accordance with the procedures established by Kazakh Law, funds received from the Construction Site from the Republic of Kazakhstan, including profits received from the sale of the Construction Site; b) open, in accordance with the procedures established by Kazakh Law. established by Kazakh Legislation, bank accounts in local and foreign currencies, both in the Republic of Kazakhstan and abroad; (c) To be exempt from restrictions related to payments and transfers for capital transactions, except for the requirements of the Legislation of Kazakhstan regarding the notification and registration of foreign exchange transactions; (d) To be exempt from restrictions related to payments and transfers for current transactions, including payments under contracts with non-residents, as well as transactions involving the payment of wages, allowances and other remuneration for Foreign Workers; e) to buy or sell foreign currency for any other foreign currency or for the legal currency of the Republic of Kazakhstan at the free market exchange rate on the date of purchase or sale, without any fees or duties, except for ordinary bank charges; f) to make any payments under this Agreement or under any other agreement or contract or similar a document related to the Construction Site; g) transfer, hold and store Foreign Currency outside the Republic of Kazakhstan; h) to make payments abroad in Foreign Currency to any Contractor established outside the Republic of Kazakhstan for Goods, works, technology and services of such Contractor provided for the purposes of the Construction Site; i) for exemption from compulsory conversion of Foreign currency deposited in bank accounts in the Republic of Kazakhstan in accordance with any contract; or an agreement related to Construction, when such conversion is mandatory. 7.3 If, in accordance with the Legislation of Kazakhstan, the permission of the National Bank of the Republic of Kazakhstan or another State Body is required for the exercise of the above rights, the Government of Kazakhstan will assist the ALDARA Group in obtaining such permission. Despite any provisions of the Kazakh Legislation, such a permit must be granted within 5 (five) business days from the date of applying for the appropriate permit. 7.4 The Government of the Republic of Kazakhstan guarantees the ALDARA Group that in the event of the introduction of a "special currency regime" provided for in Article 32 of the Law of the Republic of Kazakhstan dated June 13, 2005 No. 57-III "On Currency Regulation and Currency Control" (subject to all amendments, additions, the introduction of new provisions, the adoption of a new version), no the provision of the Kazakh Legislation regarding the introduction, application and implementation of the "special currency regime", including the addition and/or amendment of the provisions of the "special currency regime", as well as, without exception, measures, actions, The restrictions, conditions and/or sanctions imposed on the "special currency regime" should not be applied to the Construction Site.

Article 8 Ensuring the realization of the Construction Object

8.1 Taking into account that the Government of the Republic of Kazakhstan provides support in accordance with the terms of this Agreement, the UAE Government will ensure that ALDAR operates in accordance with the terms of: 8.1.1 Memorandum of Understanding dated August 2, 2007, concluded between (1) the Department of Architecture and Urban Planning of Astana City and (2) a public joint stock company ALDAR Properties; and 8.1.2 of the Memorandum of Understanding dated March 31, 2009, concluded between (1) ALDAR Euro Asia LLP and (2) the Government of the Republic of Kazakhstan and the Akimat of Astana City (hereinafter collectively referred to as the "ALDAR Agreements").

Article 9 Assurances of the Government of the Republic of Kazakhstan

9.1 The Government of the Republic of Kazakhstan hereby confirms and guarantees that: 9.1.1 it is legally competent and competent to sign this Agreement and perform its duties in accordance with this Agreement; 9.1.2 never in the future will it adopt or initiate or support the adoption of any Kazakh Legislation that could adversely affect or cancel or to amend or replace the provisions of this Agreement in any material form; 9.1.3 it will ensure, in accordance with Kazakh Legislation, compliance and enforcement of all the terms of this Agreement by all departments of the Government of Kazakhstan and relevant Government Agencies, both at the national and local levels, as well as compliance and enforcement of instructions from persons appointed to facilitate the implementation and execution of various procedures and functions set out in this Agreement.; 9.1.4 the terms and conditions, as well as the obligations set forth in this Agreement, comply with The Constitution of the Republic of Kazakhstan and, as a result of the implementation of actions regarding the ratification and/or approval of this Agreement, it will constitute the prevailing legal regime of the Republic of Kazakhstan in relation to Construction and the Construction Site in accordance with Kazakh Legislation.; 9.1.5 it will, and will ensure, in accordance with Kazakh Law, that all relevant Government Agencies will also grant and issue all approvals, approvals, permits, licenses, agreements and any other types of authorizations that may be necessary for the implementation of Construction, or in any other way relate to the Construction Site, including, but not limited to, approvals, approvals, permits, licenses, agreements, and any other types of authorizations related to the Project Documentation. 9.1.6 it will promptly appoint a new authorized contact person (in accordance with Articles 1.7 and 2.2, as well as paragraph 4.10.1) if the contact person is unable to perform his duties provided for in this Agreement at any time.

Article 10 Assurances from the UAE Government

10.1 The UAE Government hereby confirms and warrants that it is legally competent and competent to sign this Agreement and perform its duties in accordance with it.

Article 11 Confidentiality

11.1 Confidentiality obligations 11.1.1 Each Party undertakes to the other Party to maintain confidentiality and, without the consent of the other Party, not to disclose to any other persons (other than its employees, agents, ALDARA Group or professional consultants who need such information) and under no circumstances to use for their own purposes any information related to business activities or other matters the other Party or the subject of this Agreement, which may be disclosed or provided by either Party to the other Party, or to which the other Party has authorized access, or which was obtained by the other Party in another way (before or after the date of conclusion of this Agreement), as well as to make all reasonable efforts to ensure compliance with a similar obligation of confidentiality on the part of its employees, agents, ALDARA Group and professional consultants. 11.2 Exceptions 11.2.1 The obligations set out in Article 11.1 do not apply to any information that: (a) is generally known at a certain point in time, except in cases where this occurs as a result of a violation of any obligations set out in Article 11.1; or (b) must be disclosed by law or in accordance with any laws.or the requirements of any government, official or regulatory body. 11.3 Validity period 11.3.1 The obligations specified in Article 11.1 will remain in force for twenty-four calendar months after the termination of this Agreement. 11.4 Return of information 11.4.1 After the expiration of the Time Limit, each Party shall return or make all reasonable efforts to ensure that any information relating to the other Party that is subject to the obligations set out in Article 11.1 is returned to the other Party, insofar as such information is in tangible form, together with all copies, and It should also, as far as practicable, remove such information from all its computers, electronic word processing devices, and other information retrieval systems.

Article 12 Announcements

Neither Party may, without the consent of the other Party, make any public announcements that relevant negotiations regarding the subject matter of this Agreement are taking place, or disclose to any other persons, with the exception of their professional consultants, the ALDARA Group and senior staff who need such information, information about the existence of such negotiations. or any information regarding the progress of such negotiations or the issues under discussion, except in the following cases:, when such announcements or disclosures are required by law or any requirements of government, official or regulatory authorities or a stock exchange on which a person's securities are allowed to trade, if one of the Parties is required to make an announcement, such Party should consult with the opposite Party about the subject matter, wording and timing of such an announcement. ads.

Article 13 Investor and investments

The Parties hereby expressly acknowledge and agree that the ALDARA Group (or any person within the ALDARA Group) will be an "investor" for the purposes of this Agreement, as well as the ICSID Convention (which is defined in the term "Center" in Appendix 1). Further, without limiting the above, the Parties acknowledge and agree that for the purposes of article 25 (2)(b) of the ICSID Convention and Kazakh Legislation, ALDAR will be considered a legal entity of the United Arab Emirates. The Parties acknowledge and agree that the participation of the ALDARA Group (or any person within the ALDARA Group) in relation to the Construction Site, as well as all actions taken, contracts concluded and funds spent by the ALDARA Group in connection with the Construction Site will be considered "investments" for the purposes of this Agreement, as well as the ICSID Convention. In this regard, without limiting the above, the term "investment" includes any property such as goods, rights and any interests, in particular, but not limited to: a) movable and immovable property, as well as any property rights such as mortgages, liens, encumbrances, rights to use other people's property and similar rights; b) shares, awards in respect of shares and other types of participation, as well as any proprietary interest, including minority and indirect, in companies established in the territory of the Party; (c) Ownership of funds or debt securities, as well as any rights to demand performance that have material value; (d) Intellectual, commercial, and industrial property rights such as copyrights, patents, licenses, trademarks, industrial designs, sketches, technical processes, and know-how, trade names, as well as goodwill; e) concessions granted in accordance with legislation or an agreement, including concessions for exploration, cultivation, extraction or use of natural resources, including those located in the maritime zone of the Parties; The term "investments" applies to investments made both before the entry into force of this Agreement and investments that may be made after the entry into force of this Agreement, provided that the investments are made in accordance with the laws of the Party on whose territory or in the maritime zone the investments are made. Any change in the form in which the property is invested will not prejudice its definition as an investment, provided that such a change in form does not contradict the legislation of the Party in whose territory or marine zone the investment was made.

Article 14 Investment protection

Investments of the ALDARA Group (or any person within the ALDARA Group) will always be provided with fair and equal treatment, as well as comprehensive protection and security in the territory of the Republic of Kazakhstan. The Republic of Kazakhstan will not allow any unjustified or discriminatory measures that may hinder the management, operation, use, possession or alienation of investments of the ALDARA Group (or any of the ALDARA Group) on its territory. The Republic of Kazakhstan will comply with any obligations assumed with respect to investments of the ALDARA Group (or any person belonging to the ALDARA Group).

Article 15 Effect of this Agreement

15.1 Action 15.1.1 This Agreement, as well as the rights, obligations and other provisions of this Agreement, will be binding on the Parties, and in the case of Government Agencies, will be binding on the Party, all Government Organizations and Local Authorities, despite any change in the creation, management, nature or influence of any of them, and despite the insolvency, termination, reorganization, merger, or other change in viability, ownership or legal validity of State Bodies (including partial or complete privatization of any State Body). 15.1.2 The Party has no right to assign, transfer, undertake or allow the taking of measures incompatible with the continued preservation of interests, as well as all or any rights, obligations and other provisions related to it under this Agreement. 15.2 Additional conditions 15.2.1 The Government of Kazakhstan and the Government of the United Arab Emirates undertake, upon signing this Agreement, to: (i) promptly and duly submit this Agreement to their Parliament for ratification and/or accession in order to give it effect in accordance with the Constitution as the prevailing legal regime of such State in relation to the Construction Site within the framework of its national legislation, as well as binding within the framework of international law, (ii) take all actions, necessary for the prompt and proper preparation of draft legislation aimed at the implementation of the Agreement, as well as other acts that may be necessary to ensure the validity of this Agreement (in particular, rights, guarantees, exemptions, grants, privileges, standards, waivers of rights, compensation for legal liability applicable to the Construction Site in relation to the State and within its Territory) in accordance with the Constitution as the prevailing legal regime of such State in relation to the Construction Site in accordance with its national legislation, including, but not limited to, legislation necessary to give the provisions of this Agreement legal force in accordance with the authority of such State to adopt laws in the field of taxation, and (iii) make every effort to ensure the early ratification and/or approval of this Agreement, as well as the adoption of any such legislation before or together with such ratification and/or approval. 15.3 Disputes between the Parties 15.3.1 Disputes between the Parties regarding the interpretation and application of this Agreement will, if possible, be resolved through negotiations and consultations. 15.3.2 If the dispute cannot be resolved in this way within 6 (six) months after the date on which either Party has submitted a written request for negotiations, the dispute may, at the request of either Party, be submitted to an arbitration court in accordance with the provisions of this Agreement, as well as applicable international law. Unless otherwise agreed by the Parties, the Parties will apply the UNCITRAL Arbitration Rules, except for the rules (a) amended by the Parties, or (b) amended by the arbitrators, except in cases where the Party does not agree with the proposed amendment. 15.3.3 Each Party shall appoint an arbitrator within two (2) months of receiving the request for arbitration. The two arbitrators will elect a third arbitrator as chairman. The Chairman must be a citizen of a third country. The Arbitration Rules of the United Nations Commission on International Commercial Law (the UNCITRAL Arbitration Rules) applicable to the appointment of members of three-member arbitral tribunals will apply mutatis mutandis to the appointment of the arbitral tribunal, except that the appointing person specified in the rules will be the President of the International Court of Justice. If the President is a citizen of a State of either Party or is otherwise unable to perform the aforementioned functions, the next-oldest member of the International Court of Justice who is not a citizen of a State of either Party or is not otherwise restricted from performing the aforementioned functions will be invited for the necessary appointments. 15.3.4 Unless otherwise agreed, all documents must be submitted and the hearings completed within 6 (six) months after the election of the third arbitrator. The arbitration court must make a decision within 2 (two) months after the last filing of the documents or the date of completion of the hearing, whichever comes later. 15.3.5 The costs incurred by the Chairman, as well as other arbitrators, and other costs of the arbitration proceedings will be equally borne by the Parties. However, the arbitration court, at its discretion, has the right to impose most of the costs or expenses on one of the Parties. 15.4 Disputes between the Subjects of ALDARA and the Government of the Republic of Kazakhstan or a State Body 15.4.1 The Government of the Republic of Kazakhstan gives unconditional and irrevocable consent to consider the Dispute between it (and/or any relevant Government Body) and any of the Subjects of ALDARA (or any of the Subjects of ALDARA) in arbitration by the Center or in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce and the enforcement of any arbitration award rendered in this regard. The Government of the Republic of Kazakhstan will ensure that the relevant State Authorities provide such additional consents as may be necessary for the purposes of this article. 15.4.2 The Government of the Republic of Kazakhstan hereby agrees and acknowledges (on its own behalf, as well as on behalf of all relevant Government agencies) that it will not raise objections at any stage of the arbitration proceedings or the enforcement of the award due to the fact that the Subjects of ALDARA (or any of the Subjects of ALDARA), which is the other party The dispute received an insurance indemnity covering part or all of its damage. 15.4.3 The decision will be final and binding on the parties to the Dispute, as well as subject to recognition and enforcement in accordance with the laws of the State in whose territory such recognition and enforcement of the decision is sought.

Article 16 Miscellaneous

16.1. Language 16.1.1 This Agreement is written in Kazakh, Russian and English. In case of a contradiction or inconsistency, the English version will always prevail. 16.2 Notifications 16.2.1 Any notification sent by any Party must be made in writing and will be considered duly sent if sent on purpose or by fax or e-mail or courier to the addressee at his address (or number) indicated below.: Government of Kazakhstan : Mailing address: Phone: Fax number: Attention:

UAE Government : Mailing address: Phone: Fax number: Attention:

or any other address or number specified by the addressee party (in accordance with Article 16.2). 16.3 Term 16.3.1 The term of this Agreement is in full force until the moment of fulfillment or termination of all its terms due to expiration or termination, unless it was previously terminated or extended by written agreement of the Parties (hereinafter referred to as the "Term").

Article 17 Definitions

17.1 Definitions Capitalized terms used in this Agreement (including the preamble) have the meanings given in Annex 1, unless otherwise specified in this document. 17.2 Interpretation of some references 17.2.1 In this Agreement, unless the context requires otherwise: (a) references to Articles and paragraphs are references to Articles and paragraphs of this Agreement.; (b) references to the singular include the meaning of the plural and vice versa, references to words in the masculine, feminine or neuter gender include the meaning of each gender, if there are more than two parties to this Agreement at any time, then references to "each of" the parties or "the other" party or similar expressions must be interpreted as referring to all parties or any of the parties as required by the context, and, unless explicitly stated otherwise, any obligations assumed by two or more parties will be in solidarity.; (c) "person" includes any natural person, partnership, legal entity, company (of any nature), State or government body, as well as any association or organization without the rights of a legal entity, in each case, regardless of the presence or absence of independent legal personality; (d) "company" includes any legal entity; and (e) references to any time periods should be based on the Gregorian calendar and calculated according to the Gregorian calendar.

MADE AS AN AGREEMENT

For the Government For the Government of the Republic of Kazakhstan United Arab Emirates

Appendix 1

Capitalized terms used and not otherwise defined in the Agreement to which this Annex 1 is attached have the following meaning:

An "Administrative Employee" is defined by ALDAR according to Article 1.4 (i)

"Affiliated Person" means, in relation to any Person, any other Person, directly or indirectly, through one or more intermediaries, controlling such Person, controlled by such Person or under common control with him. For the purposes of this definition, "control" means the authority, directly or indirectly, to manage a Person or determine its management principles and policies based on ownership of a block of voting shares representing more than half of the share capital or otherwise giving the right to control, or another interest in the capital of an Organization, in accordance with legislation or an agreement between the Persons, granting such powers or voting rights.

"Agreement" means this Agreement, including all Annexes thereto, as amended, modified or replaced.

"ALDAR" means Aldar Eurasia LLP, a legal entity established and operating in accordance with Kazakh Law, an affiliated entity of the public joint stock company ALDAR Properties (ALDAR Properties PJSC).

"ALDARA Group" means ALDAR, public joint Stock company ALDAR (ALDAR Properties PJSC) and any of its Affiliates.

"ALDAR Parties" means ALDAR, any Contractor, Subcontractor, or any other Person engaged in activities related to or related to the Construction Site.

"ALDARA Entities" means any or any of the Parties to ALDARA and/or the ALDARA Group.

The "ALDARA Agreement" is defined in paragraph 8.1.2.

"ASTANA" means the local executive body of Astana, Republic of Kazakhstan.

"Authorized Representative" means a person appointed by ALDAR, with written notification to the Government of Kazakhstan of such appointment, who will assist the Parties to ALDAR with regard to methods and means for the timely and effective exercise of certain rights, benefits, privileges and exemptions granted to them under the terms of this Agreement.

"Center" means the International Center for Settlement of Investment Disputes (ICSID), established in accordance with the Convention on Settlement of Investment Disputes between States and Persons of Other States, which was opened for signature on March 18, 1965 in Washington.

"CPN" means corporate income tax as defined in the Kazakh Legislation.

"Constitution" means The Constitution of the Republic of Kazakhstan, subject to possible amendments, additions or substitutions.

"Construction" means any activity related, directly or indirectly, to the assessment, development, design, construction, erection, construction and installation of a Construction Site, regardless of whether such activities are carried out on the Territory or outside, and it is assumed that such activities will be carried out from the Date of Entry into Force Valid until the Date of Completion of the Construction Site.

"Contractor" means any Person who supplies, directly or indirectly, to ALDARA or its Affiliates or for their benefit, Goods, Works, Services or Technologies related to the Construction Site, including all consultants, as well as any legal successors or eligible assignees of such Person and such consultants. The term does not include individuals acting as employees of any other Person.

"Customs Payments" means the following customs payments in the Republic of Kazakhstan that exist on or after the date of entry into force of this Agreement: 1) customs duties; 2) customs duties; 3) fees; 4) fees for a preliminary decision.

"Construction Site" means a multifunctional complex that will be erected on the Construction Site, and which will be called Abu Dhabi Plaza.

"Agreement on the Implementation of the construction project means an agreement on the implementation of the construction project, which will be concluded between the Government of Kazakhstan, ASTANA and ALDAR for implementation and on the basis of the provisions stipulated in this Agreement.

"Completion Date of the Construction Project" means the commissioning or completion of the entire Construction Project in accordance with Kazakh Legislation (whichever is applicable).

"Dispute" means any dispute between any ALDARA Entity and the Government of the Republic of Kazakhstan or between any ALDARA Entity and any Government Agency regarding the Construction and Operation of a Construction Facility, including but not limited to disputes arising out of or in connection with an Agreement on the Implementation of the Construction Facility.

"Effective Date" means the date on which the UAE Government receives an official notification from the Government of Kazakhstan on the ratification of this Agreement in accordance with Kazakh Law.

"Organization" means any company, corporation, limited liability company, partnership, limited liability partnership, joint venture, enterprise, association, trust, or other legal entity or other organization, regardless of whether they are public or private, incorporated or organized in accordance with the laws of any State or jurisdiction or in accordance with a written agreement between two or more Persons.

"Foreign Currency" means the currency of any foreign country, including international monetary and settlement units.

"Foreign Employee" is defined in Article 1.2.

"Goods" means any property transported across the customs border of the Republic of Kazakhstan, including information sources, currency valuables, electrical, thermal and other energy and vehicles, as well as any property and items produced in the Republic of Kazakhstan, with the exception of vehicles specified in the term "Vehicles".

"Government of Kazakhstan" means the central executive body of the Republic of Kazakhstan, including all its bodies, branches, their administrative and other divisions, as well as all executive and regulatory bodies, agencies, departments, ministries, their administrative bodies and officials authorized to manage, regulate, collect taxes, duties and other fees, grant licenses or permits or approve or otherwise influence (financially or otherwise), directly or indirectly, ownership of the Construction Site or any rights or obligations with respect to the Construction Site (with the exception of Local Authorities and Government Organizations), despite any changes in any period of time in structure, form or otherwise.

"UAE Government" means the central executive body of the United Arab Emirates, including all authorities, branches, their administrative and other divisions, as well as all executive and regulatory bodies, agencies, departments, ministries, their administrative bodies and officials, regardless of any changes at any time in structure, shape, or otherwise.

"Investment" is defined in Article 13.

"Kazakh Legislation" means the laws of the Republic of Kazakhstan that are legally binding and represent the full legal regime of the Republic of Kazakhstan, including the Constitution, all other laws, codes, decrees having the force of law, decrees, by-laws, regulations, official communications, declarations, fundamental decisions, orders, regulations and policies, all international agreements to which Kazakhstan is or may be a party, as well as all domestic regulations, laws and decrees on the ratification or enforcement of such international agreements, as well as the prevailing judicial interpretations of all such legal instruments.

"Local Authorities" means all local and municipal authorities of the State and all their constituent elements, regardless of any changes in structure, form or other changes, including all state institutions, branches, their administrative and other divisions, as well as all executive and regulatory bodies, agencies, departments, ministries, their administrative bodies and officials authorized to direct, regulate, collect taxes, duties and other fees, issue licenses or permits, or approve or otherwise influence (financially or otherwise), directly or indirectly, to the Construction Site or any rights or obligations in relation to the Construction Site.

"Non-Consumed Goods and Vehicles" means any vehicles, equipment and materials imported by ALDAR, Contractor or Subcontractor with exemption from payments and taxes specified in paragraph 4.4.1, not consumed for the purposes and during the period of Construction and Operation of the Construction Site, including the administration and management of Construction and Operation, provided that The expression "Unused Goods and Vehicles" does not include any materials or objects., stored by ALDAR on the Construction Site for the Operation of the Construction Site, which materials and items are usually stored as "spare parts" and can be used during the first five (5) years from the Date of Completion of the Construction Site for the purpose of both operation and maintenance of the Construction Site.

"Operation" means, in relation to the Construction Site, insurance, ownership, operation, repair, replacement, conversion, maintenance, expansion, extension and protection of the Construction Site, for a given period of time.

"Parties" means the Government of Kazakhstan and the Government of the UAE, and "Party" means any of these Governments.

"Construction Site" means (i) at least 4.4 (four point four) hectares of land in the city of Astana, Republic of Kazakhstan, proposed as the location of the Construction Site, and on which any Construction and Maintenance activities are carried out, including without limitation the physical location of the Construction Site, and (ii), 7 (seven) hectares of land on the territory of the city of Astana, Republic of Kazakhstan, allocated at the expense of ASTANA in the maximum proximity to the location of the Construction Site for, among other things, the location of office premises, storage and warehousing facilities, concrete production facilities, and locations for employees and employees for the purposes of the Construction Site. The geographical location of the part of the Construction Site proposed as the location of the Construction Site should correspond to the data specified in the Memorandum of Understanding dated March 31, 2009.

"Public Authorities" means, as required by the context and jurisdiction of the various government entities: (i) the Government, (ii) all Government Organizations, (iii) all Local Authorities, and (iv) any Persons acting on behalf of all or any of the listed authorities or their legal successors and eligible assignees.

"State Organization" means an Organization in which the Republic of Kazakhstan or the Government of Kazakhstan owns, directly or indirectly, a share of capital or a similar interest, and which is directly or indirectly controlled by the Government of Kazakhstan, including agents and representatives of the Government of Kazakhstan.

For the purposes of this definition, "control" means the authority, directly or indirectly, to manage a Person or determine his management principles and policies based on ownership of a block of shares, by contract, according to legislation or otherwise.

"Subcontractor" means any Person who has entered into an agreement(s) with all or more Contractors or any of them, and supplies, directly or indirectly, to all or more Contractors or any of them Goods, Works, services or Technologies related to the Construction Site, as well as any legal successors or eligible assignees of such Person. The term does not include individuals acting as employees of any other Person.

"Taxes" means all existing or future taxes, fees, duties, contributions, and other payments payable to or levied by Government Agencies, including interest, fines, and penalties (including financial penalties and administrative penalties) related to the above, and "Tax" means any of the above.

A "Technical Employee" is defined by ALDAR in accordance with Article 1.4 (ii).

The "term" is determined in accordance with Article 16.3.

"Territory" means the land territory of the Republic of Kazakhstan, its territorial waters and the airspace above them, as well as the maritime zones under the jurisdiction of the Republic of Kazakhstan, in respect of which the country has sovereign rights in accordance with international law.

The "Assessment Date" is determined in accordance with Article 5.2.

"VAT" means value added tax in accordance with the definition established by the Kazakh Legislation.

"Vehicle" means any marine, inland waterway, air, or road transport used for international transportation, including conventional spare parts, components, and equipment provided for in a technical data sheet or technical journal, as well as fuel, lubricants, and refrigerants contained in their refueling tanks provided for by their design, if they are transported together. with the specified vehicles.

"Permission to Engage an IRS" means permission to engage a Foreign Employee to perform labor in the Republic of Kazakhstan.

I hereby certify that this text is a certified copy of the Agreement between the Government of the Republic of Kazakhstan and the Government of the United Arab Emirates regarding the construction of the Abu Dhabi Plaza complex, Astana, Republic of Kazakhstan, signed on June 11, 2009 in Astana.

Head of the International Law Department of the Ministry of Foreign Affairs of the Republic of Kazakhstan B. Piskorsky

The RCPI's note. The text of the Agreement in English is attached below.

President

Republic of Kazakhstan

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