Title

AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED MEXICAN STATES AND THE GOVERNMENT OF THE REPUBLIC OF TURKEY FOR PROMOTION AND RECIPROCAL PROTECTION OF INVESTMENTS

Preamble

The Government of the United Mexican States and the Government of the Republic of Turkey, hereinafter referred to as " the Contracting Parties" ;

DESIRING to promote greater economic cooperation among them with respect to investments of investors of one Contracting Party in the territory of the other Contracting Party;

PROPONING TO create and maintain favorable conditions for investments made by investors of one Contracting Party in the territory of the other Contracting Party;

RECOGNIZING the need to promote and protect foreign investments in order to encourage the flow of productive capital, technology and economic prosperity;

CONVINCED that these objectives can be met without relaxing the generally applicable health, safety and environmental measures, as well as internationally recognized labor rights;

HAVING resolved to conclude an agreement on the reciprocal promotion and protection of investments;

Have agreed the following:

Body

Chapter One. General Provisions

Article 1. Definitions

For the purposes of this Agreement, the term:

" claimant " means an investor of a Contracting Party that is a party to a dispute concerning investments with the other party;

" disputing parties " means the plaintiff and the defendant;

" company " means any entity constituted or organized in accordance with the applicable law of a Contracting Party, whether privately or governmentally owned, including any company, company, trust, association, sole proprietorship, joint venture or other business association;

" CIADI " means the International Center for Settlement of Investment Disputes;

" Regulation of the Additional Facility of the ICSID " means the Rules of the Supplementary Mechanism for the Administration of Procedures by the ICSID Secretariat;

" ICSID Convention " means the Convention on Settlement of Investment Disputes between States and Nationals of other States, adopted in Washington, on March 18, 1965;

" investment " means any of the following assets owned or controlled by investors of a Contracting Party, related to business activities, established or acquired in accordance with the laws and regulations of the other Contracting Party in whose territory the investment is made:

(a) a company;

(b) Shares, social shares and other forms of participation in the capital of a company;

(c) Movable and immovable property, as well as other rights such as leases, mortgages, usufructs or pledges acquired with the expectation or used for the purpose of obtaining an economic benefit or for other business purposes;

(d) Reinvestment of returns;

(e) intellectual property rights, such as patents, industrial designs, technical processes, brands and " know-how " , acquired with the expectation or used for the purpose of obtaining an economic benefit or for other business purposes;

(f) Debt instruments of a company:

(i) when the company is a subsidiary of the investor, or

(ii) when the original maturity date of the debt instrument is at least three (3) years,

But does not include a debt instrument of a Contracting Party or of a State enterprise, regardless of the original date of maturity;

(g) A loan to a company:

(i) when the company is a subsidiary of the investor, or

(ii) When the original maturity date of the loan is at least three (3) years,

But does not include a loan to a Contracting Party or a State enterprise, regardless of the original date of maturity;

(h) the share resulting from the capital or other resources in the territory of a Contracting Party intended for the development of an economic activity in said territory, in accordance with:

(i) contracts that involve the presence of an investor's property in the territory of the other Contracting Party, including turnkey or construction contracts, or concessions conferred by law or contract, or

(ii) Contracts where the remuneration depends substantially on the production, income or profits of a company;

(i) pecuniary claims or those that entail the interest rates set forth in subsections (a) to (h) above, but does not include pecuniary claims derived exclusively from:

(i) commercial contracts for the sale of goods or services by a national or company in the territory of a Contracting Party to a company in the territory of the other Contracting Party, or

(ii) The granting of credit in relation to a commercial transaction, such as trade financing, that does not refer to the loan covered by the provisions of subsection (g) above.

For greater clarity, investments that have been made through the acquisition of shares, less than 10 (ten) percent of a company through stock exchanges, will not be covered by this Agreement.

" investor of a Contracting Party " it means:

(a) A natural person who has the nationality of a Contracting Party in accordance with its applicable law, or

(b) A company that is incorporated or otherwise organized in accordance with the legislation of a Contracting Party, and that has substantive business operations in the territory of that Contracting Party;

Who has made an investment in the territory of the other Contracting Party.

" New York Convention " means the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, adopted within the framework of the United Nations in New York, on June 10, 1958;

" non-disputing party " means a Contracting Party that is not a party to an investment dispute;

" respondent " means the Contracting Party that is a party to an investment dispute;

" returns " means the amounts derived from an investment and includes, in particular, but not exclusively, profits, interest, dividends, capital gains, royalties, administrative expenses, technical assistance and other charges derived from the investment;

" State enterprise " means a company owned or controlled through ownership participation, by a Contracting Party;

" territory " it means:

(a) With respect to the United Mexican States: the territory of the United Mexican States including the maritime areas adjacent to the territorial sea of the respective State, ie the exclusive economic zone and the continental shelf, insofar as that Contracting Party exercises sovereign rights or jurisdiction on those areas in accordance with international law;

(b) With respect to the Republic of Turkey: the terrestrial territory, the internal waters, the territorial sea and the air space above them, as well as the maritime areas over which Turkey has sovereign rights or jurisdiction for the purposes of exploration, exploitation and preservation of natural resources, both living and non-living, in accordance with international law.

" UNCITRAL Arbitration Rules " means the Arbitration Rules of the United Nations Commission on International Trade Law, approved by the General Assembly of the United Nations, on December 15, 1976, as revised in 2010.

Article 2. Admission of Investments

Each Contracting Party shall admit investments made by investors of the other Contracting Party in accordance with its applicable laws and regulations.

Chapter Two. Investment Protection

Article 3. Promotion of Investments

In accordance with its laws and regulations, each Contracting Party shall promote in its territory, as far as possible, the investments made by investors of the other Contracting Party.

Article 4. Minimum Level of Treatment

1. Each Contracting Party shall grant investments of investors of the other Contracting Party, fair and equitable treatment, as well as full protection and security.

2. For greater certainty:

(a) The concepts of " fair and equitable treatment " and " full protection and security " do not require additional treatment to that required by the minimum level of treatment of foreigners inherent in, or beyond, customary international law, and

(b) A resolution to the effect that another provision of this Agreement, or of a different international agreement, has been violated, does not establish that this Article has been violated.

Article 5. National Treatment and Most Favored Nation Treatment

1. Each Contracting Party shall grant to investors of the other Contracting Party and their investments once established, a treatment no less favorable than that which it grants, in similar circumstances, to its own investors and to the investments of its own investors in relation to the administration, maintenance, use, operation, enjoyment, extension, sale or other disposition of the investments.

2. Each Contracting Party shall grant to investors of the other Contracting Party and their investments treatment no less favorable than that which it grants, in similar circumstances, to investors and investments of investors of any third State in relation to administration, maintenance, use, operation, enjoyment, extension, sale or other disposition of investments.

3. This Article shall not be construed as obliging a Contracting Party to extend to investors of the other Contracting Party and their investments the benefits of any treatment, preference or privilege that may be granted by that Contracting Party by virtue of:

(a) Any regional economic integration organization, free trade area, customs union, monetary union or other form of similar, existing or future integration, with respect to which one of the Contracting Parties is a party or becomes a party;

(b) Any right or obligation of a Contracting Party that derives from an international agreement or arrangement partially or totally related to the fiscal matter. In case of discrepancy between the provisions of this Agreement and any international agreement or arrangement in fiscal matters, the provisions of the latter shall prevail.

4. In accordance with its respective legislation regarding the temporary entry of business persons, the Contracting Parties shall grant favorable consideration to requests for temporary entry and stay of nationals of any of the Contracting Parties wishing to enter the territory of the other Party. Contracting in relation to the operation or maintenance of an existing investment.

5. Paragraph 2 of this Article shall not apply with respect to the provisions on dispute settlement between an investor and the host Contracting Party, established simultaneously by this Agreement and by another similar international agreement, of which either of the Contracting Parties is a signatory.

Article 6. General Exceptions

1. Nothing in this Agreement shall be construed as an impediment for a Contracting Party to adopt, maintain or enforce any non-discriminatory legal action it deems appropriate to ensure that the investment activity in its territory is carried out in a manner that is sensitive to the environment, health or other regulatory objectives.

2. Nothing in this Agreement shall be construed as:

(a) Compel any of the Contracting Parties to provide or to give access to information whose disclosure it considers contrary to its essential security interests;

(b) Prevent any of the Contracting Parties from adopting any measures it deems necessary to protect its essential security interests:

(i) Relating to the trade in arms, ammunition and war material and all commerce and operations of other goods, materials, services and technology that are carried out for the purpose, directly or indirectly, of supplying the armed forces or other defense establishment;

(ii) adopted in time of war or other emergencies in international relations; or

(iii) Concerning the application of national policies or international agreements on the non-proliferation of nuclear weapons or other nuclear explosive devices;

(c) Prevent any of the Contracting Parties from taking measures in accordance with their obligations under the Charter of the United Nations for the maintenance of international peace and security.

Article 7. Compensation for Losses

1. Investors of a Contracting Party whose investments in the territory of the other Contracting Party suffer losses due to war, armed conflict, national emergency, insurrection, riot or any other similar event will receive, with respect to measures such as restitution, compensation , compensation or other arrangement, a treatment no less favorable than the treatment that the other Contracting Party grants to its own investors or investors of any third State, whichever is more favorable.

2. Without prejudice to paragraph 1 of this Article, investors of a Contracting Party who in any of the situations mentioned in that paragraph suffer losses in the territory of the other Contracting Party as a result of:

(a) The requisition of their property by their forces or authorities; or

(b) The destruction of their property by their forces or authorities, which was not caused by acts of combat or was not required by the necessity of the situation,

They will be granted restitution or compensation. The resulting payments must be freely convertible and transferable.

Article 8. Expropriation and Compensation

1. No Contracting Party may expropriate or nationalize an investment, directly or indirectly, through measures equivalent to expropriation or nationalization ( " expropriation " ), unless it is:

(a) For the sake of public utility;

(b) On non-discriminatory basis;

(c) With adherence to the principle of legality; and

(d) By payment of compensation in accordance with paragraph 3 below.

2. Non-discriminatory legal measures carried out in a sensitive manner to the environment, health or other regulatory objectives, do not constitute indirect expropriation.

3. The compensation must:

(a) Be equivalent to the fair market value of the expropriated investment immediately before the expropriation has taken place. The fair market value will not reflect any change in the value because the expropriation had been known publicly in advance.

The valuation criteria shall include the current value, the value of the assets, including the declared fiscal value of the ownership of tangible assets, as well as other criteria that are appropriate to determine the fair market value;

(b) Be paid without delay;

(c) Include interest at a reasonable rate for the currency, unless such rate is provided by law, from the date of expropriation until the effective date of payment, and

(d) Be fully liquidable and freely transferable as described in Article 9.

Article 9. Transfers

1. Each Contracting Party shall allow all transfers related to an investment of an investor of the other Contracting Party to be made freely and without delay, inside and outside its territory. Transfers will be made in a freely convertible currency at the exchange rate prevailing in the market at the date of transfer. These transfers will include:

(a) The initial capital and the additional amounts to maintain or increase the investment;

(b) Returns, profits, dividends, interest, capital gains, royalty payments, administration payments, technical assistance payments or other remuneration;

(c) Products derived from the total or partial sale of the investment, or the total or partial liquidation of the investment;

(d) Payments made pursuant to a contract to which an investor or his investment is a party, including payments made under a loan agreement;

(e) Payments derived from compensation in accordance with Articles 7 and 8; and

(f) Payments derived from Chapter Three, Section One.

2. Notwithstanding the provisions of paragraph 1, a Contracting Party may prevent the realization of a transfer by means of the equitable, non-discriminatory and good faith application of its legislation related to:

(a) Bankruptcy, insolvency or protection of the rights of creditors;

(b) Issue, trade or securities transactions;

(c) Criminal or administrative infractions;

(d) Reports of currency transfers or other monetary instruments; or

(e) Guarantee of compliance with judgments in contentious proceedings.

3. In case of a fundamental imbalance in the balance of payments or a threat to it, a Contracting Party may temporarily restrict the transfers, provided that said Contracting Party implements measures or a program in accordance with the Articles of Agreement of the Monetary Fund. International, provided that said Contracting Party is a party to the Articles of the Agreement Establishing the International Monetary Fund, and that the measures do not exceed those necessary to deal with the circumstances established in this paragraph. These restrictions should be imposed on an equitable, non-discriminatory and in good faith basis and notified to the other Contracting Party.

Article 10. Subrogation

1. If the investment of an investor of a Contracting Party is insured against non-commercial risks in accordance with a regime established by law, any subrogation of the insurance entity, which is derived from the terms of the insurance contract between the investor and the insurer shall be recognized by the other Contracting Party.

2. The insurer is entitled by virtue of subrogation to exercise the rights and claims of that investor, and will assume the obligations in relation to the investment. The rights or claims subrogated shall not exceed the original rights or claims of the investor.

3. Disputes between a Contracting Party and an insurance entity shall be resolved in accordance with the provisions of Chapter Three, First Section of this Agreement.

Article 11. Denial of Benefits

1. A Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party that is an enterprise of that Contracting Party and to the investments of that investor if the enterprise has no substantial commercial activities in the territory of the Contracting Party according to which The law is constituted or organized, and the investors of a non-Contracting Party or the investors of the Contracting Party that denies are owners or control the company.

2. The denying Contracting Party shall notify the other Contracting Party before denying benefits.

Chapter Three. Dispute Resolution

Section One. Settlement of Disputes between One Part Contracting Party and an Investor of the other Contracting Party

Article 12. Objective

This Section shall apply to disputes that arise between a Contracting Party and an investor of the other Contracting Party arising from an alleged breach of an obligation set forth in Chapter Two.

Article 13. Notification of Intent and Queries

1. The disputing parties will first try to resolve the dispute through consultations or negotiation

2. In order to settle the dispute amicably, the disputing investor shall notify in writing to the disputing Contracting Party its intention to submit a claim to arbitration at least six (6) months before the claim is filed. The notification shall specify:

(a) The name and address of the disputing investor and, when the claim is made by an investor for loss or damage on behalf of a company in accordance with Article 14, the name and address of the company;

(b) The provisions of Chapter Two allegedly breached;

(c) The factual and legal issues on which the claim is based;

(d) The type of investment involved in accordance with the definition established in Article 1; and

(e) The requested repair and the approximate amount of the damages claimed.

Article 14. Submission of a Claim

1. An investor of a Contracting Party may submit a claim to arbitration to the effect that the other Contracting Party has breached an obligation set forth in Chapter Two, and that the investor has suffered loss or damage by virtue of that breach or as a consequence thereof (1).

2. An investor of one Contracting Party, on behalf of a company of the other Contracting Party, who is a legal entity owned by or under the control of the investor, may submit to arbitration a claim that the other Contracting Party has breached an obligation established in Chapter Two, and that the company has suffered losses or damages by virtue of that breach or as a consequence thereof.

3. A disputing investor may submit the claim to arbitration in accordance with:

(a) The ICSID Convention, provided that both the disputing Contracting Party and the Contracting Party of the investor are parties to the ICSID Convention;

(b) The ICSID Additional Facility Rules, when the disputing Contracting Party or the Contracting Party of the investor, but not both, is a party to the ICSID Convention;

(c) The UNCITRAL Arbitration Rules; or

(d) Any other arbitration rules, if the disputing parties so agree.

4. The Contracting Parties agree that the Notification presented by the Republic of Turkey on March 3, 1989 to the International Center for Settlement of Investment Disputes (ICSID), concerning the kinds of differences considered acceptable or not acceptable for submission to the ICSID jurisdiction shall constitute an integral part of this Agreement.

5. A disputing investor may submit a claim to arbitration only if:

(a) The investor expresses his consent to arbitration in accordance with the procedures established in this Section; and

(b) the investor and, when the claim relates to loss or damage of a share in a company of the other Contracting Party that is a legal entity owned or controlled by the investor, the company waives its right to initiate or continue any proceedings before an administrative or judicial tribunal in accordance with the law of a Contracting Party or other dispute settlement procedures with respect to the measure of the disputing Contracting Party allegedly in violation of Chapter Two, except for procedures in which the application of precautionary measures of a suspensive, declaratory or extraordinary nature, that do not involve the payment of damages, before an administrative or judicial tribunal, in accordance with the legislation of the disputing Contracting Party.

6. A disputing investor may submit a claim to arbitration on behalf of a company of the other Contracting Party that is a legal entity owned or controlled by the investor, only if both the investor and the company:

(a) They manifest their consent to arbitration in accordance with the procedures established in this Section; and

(b) Waive their right to initiate or continue any proceedings before an administrative or judicial tribunal in accordance with the law of a Contracting Party or other dispute settlement procedures with respect to the measure of the disputing Contracting Party allegedly in violation of Chapter Two, except those procedures in which the application of precautionary measures of a suspensive, declaratory or extraordinary nature, not involving the payment of damages, is requested before the administrative or judicial court, in accordance with the legislation of the disputing Contracting Party.

7. The consent and waiver required by this Article must be expressed in writing, delivered to the disputing Contracting Party and included in the submission of the claim to arbitration.