Title

AGREEMENT BETWEEN THE SLOVAK REPUBLIC AND THE UNITED ARAB EMIRATES SUPPORT AND MUTUAL PROTECTION OF INVESTMENTS

Preamble

THE REPUBLIC OF SLOVENIA and THE UNITED ARAB EMIRATES (hereinafter referred to as "the Parties"),

RECOGNIZING that investments are critical to long-term sustainable development and understanding that investment support requires the cooperation of investors and both parties, whether in relation to the host country's investment or home country towards investors,

DESIGNING to ensure that investments are in line with health, safety and environmental protection requirements,

RECOGNIZING that the promotion and mutual protection of investments should lead to the stimulation of the economic prosperity of the two Contracting Parties,

DESIRING to promote investments that contribute to the long-term development of the Parties,

DESIROUS of creating favorable conditions for larger investments by investors of either Contracting Party in the territory of the other Contracting Party,

TAKING INTO ACCOUNT the objective of ensuring an overall balance of rights and obligations between investors and the host State,

RECOGNIZING the rights and responsibilities of the Contracting Parties with regard to the regulation of investments within their territories in order to meet their own policy objectives,

RECOGNIZING that investments are subject to the laws of the Host State,

HAVE AGREED AS FOLLOWS:

Body

Part A. Definitions and Scope

Article 1. Definitions

For the purposes of this Agreement:

1. The term "undertaking" means any entity established or established for profit under the relevant laws, whether privately owned or held by a State or under private control or control by a State such as a corporation, a public company, an individual enterprise, an association, or a similar organization; and the branch of any such entity.

2. The term "investment" means

(a) An undertaking

(b) Shares, shares and other forms of equity participation,

(c) Bonds, bonds and other forms of debt financial instruments in the enterprise and loans to the enterprise,

(d) Supply contracts, construction contracts, production contracts, profit-sharing contracts and concession contracts,

(e) Tangible property, including property; and intangible assets, including rights such as rentals, mortgages, property rights pledged and real estate collateral,

(f) Rights conferred by law, such as licenses and permits,

(g) Intellectual property rights; and

(h) Research and development non-profit organizations,

Provided that

(a) The investment has been carried out and is maintained in accordance with the laws of the host State,

(b) The investment is directly owned by the investor or directly controlled by the investor of one of the parties,

(c) The investment has the following characteristics (does not apply to research and development non-profit organizations):

i. Promise of capital or other resources,

ii. Expecting regular profits,

iii. Risk taking and

iv. A certain contribution to the economy of the host state or any kind of contribution to the development of the host state or a positive impact on the development of the host state,

(d) In the case of an undertaking and research and development non-profit organizations, there is a significant physical presence of the investment in the territory of the host State, and

(e) through its investments, the investor carries out significant business activities in the host Member State or, in the case of an research and development investor, significant research and development activities.

Significant physical presence" does not include, for example, sales offices without other operating facilities, mailboxes or other types of business whose investment in the host state is not physically present or its physical presence in the host country is limited.

Notwithstanding the above, in order to avoid any doubt, the term "investment" does not mean

(a) Good reputation or market share,

(b) Claims on funds arising exclusively from commercial contracts for the sale of goods or services going to the territory of the Contracting Parties or from the territories of the Contracting Parties to the territory of another State or to a State enterprise,

(c) Futures, swaps, options and other derivatives traded outside the stock exchange,

(d) Assets used for non-business purposes other than those of research and development non-profit organizations,

(e) the granting of credit in connection with a commercial transaction, such as trade finance.

Furthermore, the term "investment" also means reinvestment (investing the return on the original investment) and changing the form of the investment (change of the form in which the assets are invested), provided that the new investment meets the above criteria.

3. The term "investor" means the following natural persons or legal persons who have made a benevolent investment from the home State in the territory of the host State:

(a) Natural persons who, as provided for by the national law of the home State, are nationals of the home State and do not have the nationality of the host State,

(b) legal persons (except branches), state investment funds and non-profit-making research and development organizations

i. Are either established or established and managed in accordance with the laws of the home Member State and have their central administration or place of effective management in the territory of the host Member State; and

ii. Perform significant business activities in the home country or, in the case of non-profit research and development organizations, carry out significant research and development activities in the home country.

4. The term "territory" means:

(a) In relation to the Slovak Republic, the territory, internal waters and airspace above which the Slovak Republic exercises its sovereignty, sovereign rights and jurisdiction in accordance with international law,

(b) in relation to the United Arab Emirates of the United Arab Emirates and, if understood in a geographical sense, that is to say, the area in whose territory the territory is under their sovereignty, as well as territorial seas, airspace and fraudulent areas over which the United Arab Emirates in accordance with United Arab Emirates international law and law, the sovereign rights, including land and islands under their sovereignty, in respect of any activities carried out in relation to geological exploration or extraction of natural resources.

5. "Revenue" means any amounts received or derived from investments or reinvestigations, including profits, dividends, capital gains, royalties, interest payments, intellectual property payments and payments in kind.

6. "Host State" means the Contracting Party in whose territory the investment is made.

7. The term "home State" means a Contracting Party which is the country of origin of the investor.

8. The term "tax measures" means any tax measures under the relevant legislation of the host State.

9. "Government Procurement" means the procedure by which a State uses or acquires goods or services or any combination thereof for the purposes of the State but not for the commercial purposes of sale or re-sale or use in the production or supply of goods or services for the commercial sale or re- sales.

10. The term "confidential or proprietary information" means:

(a) Confidential business information; or

(b) information which is protected against disclosure, in the case of the host State's information under its legislation, and in the case of other information under the law or rules which the Tribunal has provided that will apply to the disclosure of such information.

11. The term "Additional relevant ICSID Rules" means the Rules Governing the Assistance Management Institution to the Secretariat of the International Center for the Settlement of Investment Disputes.

12. "ICSID Convention" means the Convention on the Settlement of Investment Disputes between Member States and Private Investors of Other Member States, signed at Washington, 18 March 1965.

13. The term "freely convertible currency" means "freely usable currency" as defined by the International Monetary Fund under the International Monetary Fund Agreement .

14. The term "parties to the dispute" refers to the claimant and defendant.

15. "Claimant" means an investor or alleged investor seeking redress for an alleged breach of this Agreement by the Host State under Part C of this Agreement.

16. "Defendant" means a Contracting Party which is a party to the proceedings under Part C of this Agreement.

Article 2. Scope of Application

1. Nothing in this Agreement shall prevent any Contracting Party from granting preferential treatment to its nationals in accordance with its laws in respect of the admission of an investment in its territory.

2. For the sake of greater certainty, this Agreement is intended to provide protection only in the post-investment phase and does not apply to pre-investment or market access matters.

3. This Agreement shall apply to measures taken or maintained by a Contracting Party in relation to

(a) Investors, as defined in paragraph 3 of Article 1 of this Agreement, and

(b) Investments as defined in paragraph 2 of Article 1 of this Agreement.

4. As regards the scope of this Agreement with respect to investments, this Agreement shall apply to investments made and maintained in accordance with the laws of the host State, whether or not such investments were made before or after the entry into force of this Agreement, but does not cover any investment disputes that have arisen or been settled before the date of this Agreement.

5. Nothing in this Agreement shall be interpreted in such a way as to prevent a Contracting Party from fulfilling its obligations arising out of membership of an Economic Integration Agreement, such as the Free Trade Area, the Customs Union, the Common Market, the Economic Community, the Monetary Union, (GCC), or has compelled the other Party to extend or retain to the investors of the other Contracting Party and their investments the present or future benefits of any treatment, privilege or privilege by virtue of its membership of such an agreement or of any multilateral investment agreement.

6. Except in cases of application of such measures in a manner which would constitute arbitrary and unjustified discrimination between investments or between investors or a disguised restriction on international investment, nothing in this Agreement may be interpreted as precluding a Party from adopting or enforcing the measures necessary for

(a) the protection of human, animal or plant life or health,

(b) To ensure compliance with the law; or

(c) For the conservation of living or inanimate exhaustible natural resources.

7. Nothing in this Agreement shall prevent a Contracting Party from taking or maintaining appropriate measures for carefully considered reasons, inter alia,

(a) The protection of investors, depositors, policyholders, claimants and financial market participants or persons to whom a financial institution has a fiduciary duty,

(b) Maintaining the security, solvency, integrity or financial responsibility of financial institutions without violating the International Monetary Fund Agreement as regards capital movements; and

(c) Ensuring the integrity and stability of the Party's financial system without violating the International Monetary Fund Agreement as regards the movement of capital.

8. Nothing in this Agreement may be applied to non-discriminatory measures of general scope adopted by central banks of both Contracting Parties or, in the case of the Slovak Republic, also by the European Central Bank, in the enforcement of monetary and related credit policy or foreign exchange policy without breaching the Agreement The International Monetary Fund as regards capital movements. This paragraph shall not affect the obligations of a Contracting Party under Article 8 of this Agreement.

9. Infringement of an investment agreement shall not constitute an infringement of this Agreement, as such a contract is governed by its own terms.

Article 3. Natural Resources

Rights and obligations relating to natural resources are subject to the host country's national legislation; for the avoidance of doubt, this Treaty does not apply to natural resources.

Part B. Support and Protection of Investments

Article 4. Standard of Treatment

1. Each Contracting Party shall be obliged to provide treatment for investment in accordance with the minimum standards for the treatment of aliens under customary international law, including fair and equitable treatment and full protection and security.

2. The terms "fair and equitable treatment" and "full protection and security" in paragraph 1 shall not require treatment that exceeds or requires more than required by the minimum standard of customary international law for the treatment of aliens.

3. Infringement of any other provision of this Agreement or of a separate international agreement shall not constitute an infringement of this Article.

Article 5. National Treatment and Most-favored-nation Treatment

1. Each Contracting Party shall accord to investors of the other Contracting Party and to their investments treatment no less favorable than that accorded in comparable situations to its own investors and their investments in the management, performance, operation, maintenance, use, use and the sale or other disposal of investments in its territory. This is without prejudice to paragraph 1 of Article 2 of this Agreement.

2. Each Contracting Party shall accord to investors of the other Contracting Party and to their investments treatment no less favorable than that accorded to comparable situations to investors of any third State or their investments in the management, performance, operation, maintenance, use, use and sale or other disposal of investments in its territory. This is without prejudice to paragraph 1 of Article 2 of this Agreement.

3. Paragraph 2 of this Article shall not apply to

(a) The treatment of a Contracting Party under any bilateral or multilateral international agreement in force or signed by a Contracting Party before the date of entry into force of this Agreement

(b) Treatment of a Contracting Party under any future bilateral or multilateral agreement:

i. Bilateral or multilateral agreement establishing, strengthening or extending the free trade area, the customs union, the common market, the obligation to integrate the labor market or similar international agreement, or

ii. Supporting investment.

4. For the sake of greater certainty, paragraph 2 of this Article shall not apply to any treatment or dispute settlement mechanism provided by other international investment agreements. The treatment or dispute settlement mechanism provided under this Agreement may only be governed by this Agreement.

5. A measure by a Contracting Party on the basis of which the investors of the other Contracting Party or their investments are treated less favorably than

(a) With its own investors or their investments, is not contrary to the obligation of national treatment under paragraph 1 of this Article, or

(b) Investors of another State or their investments shall not be in breach of the most-favored-nation clause referred to in paragraph 2 of this Article if the measure is adopted and applied by a Party in the performance of a legitimate public-service objective not based on the nationality of the investor or the State ownership of investment, whether expressly or in fact, including health, safety or the environment.

6. Notwithstanding paragraphs 1 and 2 of this Article, a Contracting Party may require the investor of the other Contracting Party or its investment to provide information relating to such investment solely for information or statistical purposes only. A party is required to protect any confidential business information from any disclosure that would impair the investor's competitive position or investment.

7. The provisions of paragraphs 1 and 2 of this Article shall not apply to

(a) Public procurement; and

(b) Subsidies or grants provided by a Party, including loans with State support, guarantees and insurance.

Article 6. Liquidated Damages

1. Each Party shall be obliged to ensure non-discriminatory treatment of investors of the other Contracting Party and their investments as regards the measures it adopts or will take in respect of losses incurred on investments in its territory as a result of armed conflict or civil unrest.

2. Notwithstanding paragraph 1 above, if an investor of a Contracting Party in the situations referred to in paragraph 1 of this Article suffers harm in the territory of the other Contracting Party as a result of

(a) The confiscation of its investment or its part by the armed forces or authorities of the other Party; or

(b) The destruction of his or her share of the investment or its part by the armed forces or authorities of the other Party, unless the situation necessarily requires it, the other Party shall provide the investor with the original or indemnity or both as appropriate for such damage. Any compensation should be made in accordance with Article 7 of this Agreement.

Article 7. Expropriation

1. Neither Contracting Party shall not nationalize or expropriate the investment of an investor of the other Contracting Party either directly or indirectly through measures having an effect similar to nationalization or expropriation (hereinafter referred to as "expropriation"), unless it acts

(a) In the public interest,

(b) In a non-discriminatory manner,

(c) On the basis of due process of law; and

(d) For the payment of prompt, effective and equitable compensation.

2. Compensation shall be considered prompt if it is executed within the time limit normally required to complete the formalities of the transfer. The time limit shall begin on the date stated in the refund decision and shall not exceed 30 days.

3. A decisive moment for the valuation of an investment is the moment immediately prior to the expropriation made or at a time when the expropriation becomes public, whichever occurs earlier.

4. A fair compensation shall be determined in accordance with internationally recognized valuation principles and taking into account, inter alia, a fair balance between the public interest and the interests of the persons concerned, the purpose of expropriation, the current and past use of the property, the history of its procurement, the capital invested, the depreciation, functioning as a healthy business entity, performance gains, revenue and loss forecasts, repatriated capital, reproduction value and other relevant factors.

5. In the event of late payment of the refund, the Host State shall be obliged to pay default interest at the rate of EURIBOR in force on the first day of delay. Interest on late payments must be calculated from the first day of the delay until the full refund is paid. For the avoidance of doubt, in case of late payment, only default interest is applied and the claimant is under no circumstances entitled to any other interest.

6. Compensation must be paid in freely exchangeable currency.

7. Expropriation may be either direct or indirect:

(a) Direct expropriation occurs when the investment is nationalized or otherwise directly expropriated by means of a formal transfer of title or the withdrawal of assets; and

(b) Indirect expropriation occurs when the measure or series of measures of a Contracting Party has the same effect as direct expropriation without the formal transfer of a legal title or the direct withdrawal of property.

8. Except in rare circumstances, non-discriminatory and proportionate regulatory actions of a Party made in good faith, designed and implemented to protect legitimate public-service purposes, such as health, safety, defense and environmental protection, do not constitute indirect expropriation. This is without prejudice to paragraph 1 of this Article.

9. In order to determine whether a measure or series of measures by a Party is indirect expropriation, it is necessary to individually investigate each case on the basis of a finding of facts, assessing, among other things:

(a) The economic impact of a measure or series of measures, although the mere fact that any measure or series of measures by one of the parties has a negative impact on the economic value of the investment does not mean that indirect expropriation has occurred,

(b) The nature, purpose and nature of the measure or series of measures; and

(c) Duration of the measure.

10. The provisions of this Article shall not apply to the issue of compulsory licenses granted in respect of intellectual property rights or to the revocation, restriction or creation of intellectual property rights, unless such issuance, revocation, restriction or creation is in accordance with the relevant national law of any contract parties and international intellectual property agreements to which both Contracting Parties are parties.

11. Investor of a Contracting Party affected by expropriation by the other Contracting Party shall have the right to prompt review of his case, including the assessment of his investment and the payment of compensation in accordance with the provisions of this Article through a judicial authority or other competent and independent authority of the other Party.

Article 8. Transfers

1. Each Contracting Party shall be obliged to guarantee to investors of the other Contracting Party the free transfer of funds related to the investments. Such transfers include, but are not limited to,

(a) Net income, capital gains, dividends, interest, royalties, fees and other current income received from investments,

(b) Revenues,

(c) The proceeds of the sale or disposal of all or part of the investment, including the sale of shares,

(d) The amounts required to cover the costs arising from the operation of the investment, such as repayments of loans, payment of import letters of credit, advance payments or other similar costs,

(e) Compensation payable under Article 6 and Article 7 of this Agreement;

(f) Unpaid earnings and other emoluments of participating foreign workers and engaging in investment related work; and

(g) Additional amounts necessary to realize, maintain, develop or increase the investment.

2. Each Party shall further ensure that the transfers referred to in paragraph 1 of this Article are executed without any limitation in a freely exchangeable currency and at the market rate of exchange prevailing at the date of transfer for the currency to be transferred, the said amount being immediately transferable .

3. In the absence of a market for that exchange rate, the conversion rate for currencies under special drawing rights shall be applied valid one day before the transfer date.

4. In the event of a delay in the host State's transfer, the transfer shall also include interest at the market-based EURIBOR rate for that currency from the date the transfer was requested until the date of the actual transfer and the costs of the transfer will be borne by the Host State.

5. Notwithstanding paragraphs 1 to 4 of this Article, nothing in this Article shall be construed to prevent a party from applying in a fair and non-discriminatory manner and not in a manner which would constitute a disguised restriction on transfers, its legislation concerning

(a) Insolvency, insolvency or the protection of creditors' rights,

(b) The issue, sale or trading of securities,

(c) Monetary offenses or