Title

AGREEMENT BETWEEN THE BELGIUM-LUXEMBOURG ECONOMIC UNION, AND THE GOVERNMENT OF THE STATE OF QATAR ON THE RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENTS

Preamble

THE KINGDOM OF BELGIUM.

THE WALLOON REGION,

THE FLEMISH REGION,

AND THE REGION OF BRUSSELS-CAPITAL, as well as

THE GRAND-DUCHY OF LUXEMBOURG, on the one hand.

And

THE GOVERNMENT OF THE STATE OF QATAR, on the other hand,

(hereinafter referred to as the Contracting Parties),

DESIRING to strengthen their economic cooperation by creating favourable conditions for investments by investors of one Contracting Party in the territory of the other Contracting Party,

HAVE AGREED as follows:

Body

Article 1. Definitions

For the purpose of this Agreement:

1, The term "investors" shall mean:

a) the "nationals", any natural person who, according to the legislation of the Kingdom of Belgium, of the Grand-Duchy of Luxembourg or of the State of Qatar, is considered as a citizen of the Kingdom of Belgium, of the Grand-Duchy of Luxembourg or of the State of Qatar respectively;

b) the "companies", any legal person amongst others Government and Governmental agencies, corporations, companies, firms or business associations constituted in accordance with the legislation of the Kingdom of Belgium, of the Grand-Duchy of Luxembourg or of the State of Qatar and having their registered office in the territory of the Kingdom of Belgium, of the Grand-Duchy of Luxembourg or of the State of Qatar respectively,

2, The term "investments" shall mean any kind of assets and any direct or indirect contribution in cash, in kind or in services, invested or reinvested in any sector of economic activity.

The following shall more particularly, though not exclusively, be considered as investments for the purpose of this Agreement:

a) movable and immovable property as well as any other rights in rem, such as mortgages, liens, pledges, usufruct and similar rights;

Bj shares, corporate rights and any other kind of shareholdings in companies constituted in the territory of one Contracting Party;

c) bonds, claims to money and to any performance having an economic value;

d) copyrights, industrial property rights, technical processes, trade names and goodwill;

e) concessions granted under public law or under contract, including concessions to explore, develop, extract or exploit natural resources.

Changes in the legal form in which assets and capital have been invested or reinvested shall not affect their designation as investments for the purpose of this Agreement.

3. The term "returns" shall mean the proceeds of an investment and shall include in particular, though not exclusively, profits, interests, capital increases, dividends, royalties and payments.

4. The term "territory" shall apply to:

a) the territory of the Kingdom of Belgium and to the territory' of the Grand-Duchy of Luxembourg, as well as to the maritime areas, i.e. the marine and underwater areas which extend beyond the territorial waters of the Kingdom of Belgium upon which it exercises, in accordance with international law, its sovereign rights and its jurisdiction for the purpose of exploring, exploiting and preserving natural resources;

b) the territory of the State of Qatar: means the State of Qatars Lands, internal and territorial waters including its bed and subsoil, the air space over them, the exclusive economic zone and the continental shelf, over which the State of Qatar exercises its sovereignty and its sovereign rights in accordance with the provisions of international law' and Qatars internal laws and regulations.

5. The terms "environmental laws" shall mean the laws and regulations, or provision thereof, in force in each Contracting Party, the primary purpose of which is the protection of the environment, or the prevention of a danger to human, animal, or plant life or health, such as:

a) the prevention, abatement or control of the release, discharge, or emission of pollutants or environmental contaminants;

b) the control of environmentally hazardous or toxic chemicals, substances, materials and wastes, and the dissemination of information related thereto;

c) the protection or conservation of wild flora or fauna, including endangered species, their habitat, and specially protected natural areas in the Contracting Party's territory.

G. The terms "labor laws" shall mean laws and regulations, or provisions thereof, in force in each Contracting Party, that are directly related to the following internationally recognised labor rights, such as:

a) the right of association;

b) the right to organise and bargain collectively;

c) a prohibition on the use of any form of forced or compulsory labor;

d) a minimum age for the employment of children:

c) acceptable conditions of work with respect to minimum wages, hours of work, and occupational safety and health.

Article 2. Promotion of Investments

1. Each Contracting Party shall promote investments in its territory by investors of the other Contraction Party and shall accept such investments in accordance with its legislation.

2. in particular, each Contracting Party shall authorise the conclusion and the fulfilment of license contracts and commercial, administrative or technical assistance agreements, as far as these activities are in connection with such investments.

Article 3. Protection of Investments

1. All investments made by investors of one Contracting Party shall enjoy a fair and equitable treatment in the territory of the other Contracting Party.

2. Except for measures required to maintain public order, such investments shall enjoy continuous protection and security, i.e. excluding any unjustified or discriminatory measure which could hinder, either in law or in practice, the management, maintenance, use, possession or liquidation thereof,

Article 4. National and Most Favoured Nation Treatment

1. Each Contracting Party shall accord to investments of investors of the other Contracting Party, treatment which shall not be less favorable than that accorded either to investments of its own or investments of investors of any third State.

2. In addition, each Contracting Party shall accord to investors of the other Contracting Party, including in respect of returns on their investments, treatment which shall not be less favorable than that accorded to investors of any third State,

3. With respect to the operation, management, maintenance, use, enjoyment and sale or other disposal of investments, each Contracting Party' shall accord, on its territory', to investors of the other Contracting Party, treatment no less favourable than that granted to its own investors or to investors of any other State if the latter is more favourable.

4. This treatment shall not include the privileges granted by one Contracting Party to investors of a third State by virtue of its participation or association in a free trade zone, customs union, common market or any other form of regional economic organisation.

5. The provisions of this article do not apply to tax matters.

Article 5. Environment

1. Recognising the right of each Contracting Party to establish its own levels of domestic environmental protection and environmental development policies and priorities, and to adopt or modify accordingly its environmental legislation, each Contracting Party shall strive to ensure that its legislation provide for high levels of environmental protection and shall strive to continue to improve this legislation.

2. The Contracting Parties recognise that it is inappropriate to encourage investment by relaxing domestic environmental legislation. Accordingly, each Contracting Party shall strive to ensure that it does not waive or otherwise derogate from, or offer to waive or otherwise derogate from, such legislation as an encouragement for the establishment, maintenance or expansion in its territory of an investment.

3. The Contracting Parties reaffirm their commitments under the international environmental agreements, which they have accepted. They shall strive lo ensure that such commitments are fully recognised and implemented by their domestic legislation.

4. The Contracting Parties recognise that co-operation between them provides enhanced opportunities to improve environmental protection standards. Upon request by either Contacting Party, the other Contracting Party shall accept to hold expert consultations on any matter falling under the purpose of this Article.

Article 6. Labour

1. Recognising the right of each Contracting Party to establish its own domestic labor standards, and to adopt or modify accordingly its labor laws, each Contracting Party' shall strive to ensure that its laws provide for labor standards consistent with the internationally recognised labor rights set forth in paragraph 6 of Article i and shall strive to improve those standards in that light.

2. The Contracting Parties recognise that it is inappropriate to encourage investment by relaxing domestic labor laws. Accordingly, each Contracting Party shall strive lo ensure that it does not waive or otherwise derogate from, or offer to waive or otherwise derogate from, such laws as an encouragement for the establishment, maintenance or expansion in its territory of an investment.

3. The Contracting Parties reaffirm their obligations as members of the International Labor Organisation and their commitments under the International Labor Organisation Declaration on Fundamental Principles and Rights at Work and its Follow-up. The Contracting Parties shall strive to ensure that such labor principles and the internationally recognised labor rights set forth in paragraph 6 of Article 1 are recognised and protected by domestic laws.

4. The Contracting Parties recognise that Co-operation between them provides enhanced opportunities to improve labor standards. Upon request by either Contracting Party, the other Contracting Party shall accept to hold expert consultations on any matter falling under the purpose of this Article.

Article 7. Deprivation and Limitation of Ownership

1. Each Contracting Party undertakes not lo adopt any measure of expropriation or nationalisation or any other measure having the effect of directly or indirectly dispossessing the investors of the other Contracting Party of then investments in its territory.

2. If reasons of public purpose, security or national interest require a derogation from the provisions of paragraph 1, the following conditions shall he complied with:

a) the measures shall be taken under due process of law;

b) the measures shall be neither discriminatory, nor contrary lo any specific commitments;

c) the measures shall be accompanied by provisions for the payment of an adequate and effective compensation.

3. Such compensation shall amount to the actual value or the investments on the day before the measures were taken or became public.

Such compensation shall be paid in the currency of the State of which the investor is a national or in any other convertible currency. It shall be paid without undue delay and shall be freely transferable. It shall bear interest at the normal commercial rate from the date of the determination of its amount until the date of its payment.

4. Investors of one Contracting Party whose investments suffer losses owing to war or other armed conflict, revolution, a state of national emergency or revolt in the territory of the other Contracting Party shall be granted by the latter Contracting Party a treatment, as regards restitution, indemnification, compensation or other settlement, at least equal to that which the latter Contracting Party grants to the investors of the most favoured nation.

Article 8. Transfers

1. Each Contracting Party shall grant to investors of the other Contracting Party the free transfer of all payments relating to an investment, including more particularly:

a) amounts necessary for establishing, maintaining or expanding the investment;

b) amounts necessary for payments under a contract, including amounts necessary for repayment of loans, royalties and other payments resulting from licences, franchises, concessions and other similar rights, as well as salaries of expatriate personnel;

c) proceeds from investments;

d) proceeds from the total or partial liquidation of investments, including capital gains or increases in the invested capital;

e) compensation paid pursuant to Article 7.

2. The nationals of each Contracting Party who have been authorised to work in the territory of the other Contracting Party in connection with an investment shall also be permitted to transfer an appropriate portion of their earnings to their country of origin.

3. Unless otherwise agreed to between the parties, currency transfer shall be permitted in the currency of the original investment or any other convertible currency. Such transfer shall be made at the prevailing market rate of exchange on the date of transfer.

4. Each Contracting Party shall make the transfers without undue delay, with no other expenses than the usual banking costs.

Article 9. Subrogation

1. If one Contracting Party or any public institution of this Party pays compensation to its own investors pursuant to a guarantee providing coverage for an investment, the other Contracting Party shall recognise that the former Contracting Party or the public institution concerned is subrogated into the rights of the investors.

2. As far as the transferred rights are concerned, the other Contracting Party shall be entitled to invoke against the insurer who is subrogated into the rights of the indemnified investors the obligations of the latter under law or contract.

Article 10. Applicable Regulations

It an issue relating to investments is covered both by this Agreement and by the national legislation of one Contracting Party or by international conventions, existing or to he subscribed to by the Parties in the future, the investors of the other Contracting Party shall be entitled to avail themselves of the provisions that are the most favourable to them.

Article 11. Specific Agreements

1. investments made pursuant to a specific agreement concluded between one Contracting Party and investors of the other Party shall be covered by the provisions of this Agreement and by those of the specific agreement.

2. Each Contracting Party undertakes to ensure at all times that the commitments it has entered into vis-à-vis investors of the other Contracting Party shall be observed.

Article 12. Settlement of Disputes between a Contracting Party and an Investor of the other Contracting Party

1. Any legal dispute under the provisions of this Agreement, arising directly from an investment between either Contracting Party and an investor of the other Contracting Party' shall be settled amicably among themselves.

2. In the absence of an amicable settlement by direct agreement between the parties to the dispute or by conciliation through diplomatic channels within six months from the notification, the dispute shall be submitted, at the option of the investor, either to the competent jurisdiction of the State where the investment was made, or to international arbitration.

To this end, each Contracting Party agrees in advance and irrevocably to the settlement of any dispute by this type of arbitration. Such consent implies that both Parties waive the right to demand that all domestic administrative or judiciary remedies be exhausted.

3. In case of international arbitration, the dispute shall be submitted for settlement by arbitration to one of the hereinafter mentioned organisations, at the option of the investor:

a) an ad hoc arbitral tribunal set up according to the arbitration rules laid down by the United Nations Commission on International Trade Law (U.N.C.I.T.R.A.L.);

b) the International Centre for the Settlement of Investment Disputes (I.C.S.I.D.), set up by the Convention on the Settlement of Investment Disputes between States and Nationals of other States, opened for signature at Washington on March 18, 1965, when each State party to this Agreement has become a party to the said Convention. As long as this requirement is not met. each Contracting Party' agrees that the dispute shall be submitted to arbitration pursuant to the Rules of the Additional Facility of the I.C.S.l.D.

If the arbitration procedure has been introduced upon the initiative of a Contracting Party, this Party shall request the investor involved in writing to designate the arbitration organisation to which the dispute shall be referred.

4. The Ad Hoc Arbitral Tribunal specified under paragraph 3 a) shall be established as follows:

a) Each party to the dispute shall appoint one arbitrator, anti the two arbitrators thus appointed, shall select by mutual agreement a third arbitrator, who must be a citizen of a third country, and who shall be appointed as Chairman of the Tribunal by the two parties. All the arbitrators must be appointed within two months from the date of notification by one party to the other party of its intention to submit the dispute to arbitration,

b) If the periods specified in paragraph 3 a) herein above have not been respected, either party, in the absence of any other agreement, shall invite the Secretary General, Vice-Secretary General of the Arbitral Tribunal at the Hague to make the necessary appointments,

c) The Ad Hoc Arbitral Tribunal shall reach its decisions by a majority of vote. These decisions shall he final and legally binding upon the parties and shall be enforced in accordance with the domestic law of the Contracting Parry to the dispute. The decisions shall be taken in conformity with the provisions of this Agreement and the laws of the Contracting Party to the dispute.

d) The Tribunal shall interpret its award and give reasons and bases of its decision at the request of either party. Unless otherwise agreed by the parties, the venue of Arbitration will be at the Hague (Netherlands).

Subject to the above, the Tribunal shall follow the Arbitration Rules of the United Nations Commission for International Trade Law (UNCITRAL), 1976.

5, At any stage of the arbitration proceedings or of the execution of an arbitral award, none of the Contracting Parties involved in a dispute shall be entitled lo raise as an objection the fact that the investor who is the opposing party in the dispute has received compensation totally or partly covering his losses pursuant to an insurance policy or to the guarantee provided for in Article 9 of this Agreement.

6, The arbitral awards shall be final and binding on the parties lo the dispute. Each Contracting Party undertakes to execute the awards in accordance with its national legislation.

Article 13. Disputes between the Contracting Parties Relating to the Interpretation or Application of this Agreement

1. Any dispute relating to the interpretation or execution of this Agreement shall be settled as far as possible through diplomatic channels.

2. In the absence of a settlement through diplomatic channels, the dispute shall be submitted to a joint commission consisting of representatives of the two Parties: this commission shall convene without undue delay at the request of the first party to take action.

3. If the joint commission cannot settle the dispute, the latter shall be submitted, at the request of either Contracting Party, to an arbitration court set up as follows for each individual case:

Each Contracting Party shall appoint one arbitrator within a period of two months from the date on which either Contracting Party has informed the other Party of its intention to submit the dispute to arbitration. Within a period of two months following their appointment these two arbitrators shall appoint by mutual agreement a national of a third State as chairman of the arbitration court.

If these time limits have not been complied with, either Contracting Party shall request the President of the International Court of Justice to make the necessary appointments),

If tire President of the International Court of Justice is a national of either Contracting Party or of a State with which one of the Contracting Parties has no diplomatic relations or if, for any other reason, he cannot exercise this function, the Vice-President of the International Court of Justice shall be requested to make the appointments.

4. The court thus constituted shall determine its own rules of procedure, its decisions shall be taken by a majority of the votes; they shall be final and binding on the Contracting Parties.

5. Each Contracting Party shall bear the costs resulting from the appointment of its arbitrator. The Tribunal may, however in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties and this award shall be binding on both Contracting Parties. The Tribunal shall determine its own procedure.

Article 14. Previous Investments

This Agreement shall also apply to investments made before its entry into force by investors of one Contracting Party to the territory of the other Contracting Party in accordance with the latter f s laws and regulations.

Article 15. Entry Into Force and Duration

1. This Agreement shall enter into force one month after the date of exchange of the instruments of ratification by the Contracting Parties. The Agreement shall remain in force for a period of ten years.

Unless notice of termination is given by either Contracting Party at least six months before the expiry of its period of validity, this Agreement shall be tacitly extended each time for a further period often years, it being understood that each Contracting Party reserves the right to terminate the Agreement by notification given at least six months before the date of expiry of the current period of validity.

2. Notwithstanding termination of this Agreement pursuant to Paragraph (1) of the Article, this Agreement shall continue effective for a further period of ten years from the date of its termination in respect of investments made or acquired before the date of termination of this Agreement.

Conclusion

IN WITNESS WHEREOF, the undersigned representatives, duly authorised thereto by their respective Governments, have signed this Agreement,

DONE at Doha, on the 6th day of November 2007, in two original copies, each in the French, Dutch, Arabic and English languages, all texts being equally authentic. The text in the English language shall prevail in case of difference of interpretation.

FOR THE BELGIUM-LUXEMBOURG ECONOMIC UNION:

For the Kingdom of Belgium:

H.E. Minister Marc Verwilghen,

Federal Minister of Economy, Energy, Foreign Trade and Science Policy

For the Grand-Duchy of Luxembourg;

(signature)

FOR THE GOVERNMENT OF THE STATE OF QATAR;

H.E. Minister Yousuf Hussein Kamal,

Minister of Finance and Acting Minister of Energy and Trade

For the Walloon Region:

(signature)

For the Flemish Region:

H.E. Minister Patricia Ceysens,

Flemish Minister for Economy, Enterprise, Science, Innovation, and Foreign Trade

For the Region of Brussels-Capital:

(signature)