1. This Article shall apply to disputes between one Contracting Party and an investor of the other Contracting Party concerning an alleged breach of an obligation of the former under this Agreement, which causes loss or damage to the investor or its investments.

2. Before submitting a claim to arbitration pursuant to this Article, the investor is obliged to submit to the host Contracting Party a written notification of a dispute ("notification of a dispute") to settle the dispute amicably.

3.Without prejudice to paragraph 2 of this Article, the claimant may not submit a notification of a dispute if the dispute or claim relating to the measure underlying the dispute under this Agreement was resolved via other legal measures or legal proceedings or by other international tribunal.

4. The notification of a dispute shall be submitted within four (4) years after the date on which the alleged breach of the Agreement occurred. If the claimant fails to submit a notification of a dispute within this period, the claimant shall be deemed to have waived its rights to bring a claim and may not submit a claim to arbitration under this Article.

5. Unless the disputing parties agree otherwise, the place of negotiations shall be the capital of the host Contracting Party.

6. A notification of a dispute must contain:

(a) the following information:

(i) the name and address of the claimant;

(ii) shareholder structure of the claimant, identification of the ultimate beneficial owner of the investment in question and identification of any government, person or organization that has provided or agreed to provide any financial or other assistance to the investor in connection with the claim, or has an interest in the outcome of the claim;

(iii) the provisions of the Agreement alleged to have been breached;

(iv) the legal and the factual basis for the claim, including the measures/treatment at issue; and

(v) the relief sought and the estimated amount of damages claimed;

(b) evidence establishing that the claimant is an investor of the Home Contracting Party pursuant to Article 1 (Definitions) of this Agreement which made an investment pursuant to Article 1 (Definitions) of this Agreement.

Mediation

7. Notwithstanding the provision of this Article, the disputing parties may at any time agree to have recourse to mediation.

8. Recourse to mediation is without prejudice to the legal position or rights of either disputing party under this Agreement and is governed by the rules agreed to by the disputing parties.

9. The mediator is appointed by agreement of the disputing parties. The disputing parties may also request that the Secretary-General of ICSID appoint the mediator.

10. The disputing parties shall endeavour to reach a resolution of the dispute within sixty (60) days from the appointment of the mediator.

11. A decision by a disputing party to terminate the mediation shall be transmitted by way of a letter to the mediator and the other disputing party.

Consent

12. The respondent consents to the settlement of the dispute by the tribunal in accordance with the procedures set out in this Article.

13. The consent under paragraph 12 and the submission of a claim to the tribunal under this Article shall satisfy the requirements of:

(a) Article 25 of the ICSID Convention and Chapter 1 of the ICSID Additional Facility Rules regarding written consent of the disputing parties; and

(b) an "agreement in writing" for purposes of Article II of the United Nations Convention for the Recognition and Enforcement of Foreign Arbitral Awards, done at New York, June 10, 1958 ("New York Convention").

14. If these disputes, cannot be settled amicably within six (6) months following the date of the written notification mentioned in paragraph 2, the disputes may be submitted, as the investor may choose to:

(a) the competent court of the Contracting Party in whose territory the investment has been made, or

(b) the Istanbul Arbitration Centre (ISTAC),

(c) the Abu Dhabi Commercial Conciliation and Arbitration Centre,

(d) the Dubai International Arbitration Centre (DIAC),

(e) Sharjah International Commercial Arbitration Centre,

(f) the International Center for Settlement of Investment Disputes (ICSID) set up by the "Convention on Settlement of Investment Disputes Between States and Nationals of other States", or

(g) ICSID Additional Facility Rules, provided that either Contracting Party, but not both, is a party to the ICSID Convention, or

(h) an ad hoc arbitral tribunal established under the Arbitration Rules of Procedure of the United Nations Commission for International Trade Law (UNCITRAL), approved by the United Nations General Assembly on December 15, 1976, as revised in 2010, or

(i) any other arbitration institution or any other arbitration rules, if the disputing parties so agree.

15. Once the investor has submitted the dispute to one or the other of the dispute settlement forums mentioned in paragraph 14, the choice of one of these forums shall be final.

16. In deciding whether an investment dispute is within the jurisdiction of ICSID and competence of the tribunal, the arbitral tribunal established under paragraph 14 (f) shall comply with the notification submitted by the Republic of Tiirkiye on March 3, 1989 to ICSID in accordance with Article 25 (4) of ICSID Convention, concerning classes of disputes considered suitable or unsuitable for submission to the jurisdiction of ICSID, as an integral part of this Agreement.

Selection of Arbitrators

17. Unless the disputing parties agree otherwise, the tribunal shall comprise three arbitrators, one arbitrator appointed by the claimant and another by the respondent and the third, who shall be the presiding arbitrator, shall be a national of a third country appointed by agreement of the claimant and the respondent. The appointing authority shall be the President, the Vice- President or the next senior Judge of the International Court of Justice, who is not a national of either Contracting Party.

18. If a tribunal has not been constituted within ninety (90) days from the date that a claim is submitted to arbitration under this Section, the appointing authority, on the request of the claimant or the respondent, shall appoint the arbitrator or arbitrators not yet appointed, The claimant and the respondent do not lose their right to appoint arbitrators according to paragraph 17 until the appointing authority does so.

19. Arbitrators appointed pursuant to this Article shall have expertise or experience in public international law, in particular international investment law. It is desirable that they have expertise or experience in resolution of disputes arising under international investment agreements.

20. Arbitrators shall not be affiliated with any government. They shall not take instructions from any organization, or government with regard to matters related to the dispute. They shall not participate in the consideration of any disputes that would create a direct or indirect conflict of interest. They shall comply with the International Bar Association Guidelines on Conflicts of Interest in International Arbitration. In addition, upon appointment, they shall refrain from acting as counsel or as party-appointed expert or witness in any pending or new investment dispute under this or any other international agreement.

21. Where a disputing party considers that an arbitrator does not comply with the requirements of the paragraphs 19 and 20 of this Article, that disputing party shall send a notice of challenge to the appointing authority, and inform the other disputing party, within fifteen (15) days from the time it became aware of the circumstances underlying the arbitrator's non-compliance with the paragraphs 19 and 20 of this Article. The appointing authority shall issue a decision within sixty (60) days of receipt of the notice of challenge and notify the disputing parties and the other arbitrators. If the new arbitrator has not been appointed by agreement of the disputing parties within thirty (30) days of the date of the appointing authority's decision, the appointing authority, on the request of either disputing party, shall appoint, in his or her discretion, the new arbitrator.

Awards

22. Article 48-52 of the ICSID Convention shall be applicable with respect to award.

23. The arbitration awards shall be final and binding for all parties in dispute. Each Contracting Party shall execute the award according to its national law.

24. Any award of damages shall be determined in accordance with the generally recognized international principles of valuation and taking into account, inter alia, equitable balance between the public interest and interest of those affected, the purpose of the measure, the current and past use of the property, the history of its acquisition, the amount of capital invested, depreciation, duration as a going concern of the undertaking, its record of profitability, capital already repatriated, replacement value and other relevant factors. Compensation shall neither include losses which are not actually incurred nor probable or unreal profits. Compensation may be adjusted to reflect aggravating conduct by an investor or conduct that does not seek to mitigate damages.

25. Where a tribunal makes a final award, the tribunal shall award only:

(a) monetary damages or restitution of property; and

(b) any costs of the arbitration proceedings and attorney's fees in accordance with this Agreement and the applicable arbitration rules. No punitive or moral damages shall be awarded by the tribunal.

26. Subject to any applicable review procedure, each disputing party shall abide by and comply with an award rendered by the tribunal without delay.

27. A claimant or a Contracting Party may not seek enforcement of a final award until:

(a) in the case of a final award issued under the ICSID Convention:

(i) one hundred and twenty (120) days have elapsed from the date the award was rendered and no disputing party has requested revision or annulment of the award; or

(ii) enforcement of the award has been stayed and revision or annulment proceedings have been completed.

b) in the case of a final award under the ICSID Additional Facility Rules, the UNCITRAL Arbitration Rules, or any other rules applicable pursuant to this Article:

(i) ninety (90) days have elapsed from the date the award was rendered and no disputing party has commenced a proceeding to revise, set aside, or annul the award; or

(ii) a court has dismissed or allowed an application to revise, set aside, or annul the award and there is no further appeal.

28. Neither of the Contracting Parties, which is a party to a dispute, can raise an objection, at any phase of the arbitration procedure or of the execution of an arbitral award, on account of the fact that the investor, which is the other party to the dispute, has received an indemnification covering a part or the whole of its losses by virtue of an insurance.

Applicable Laws

29. When rendering its decision, the tribunal established under this Agreement shall apply this Agreement and other rules and principles of international law applicable between the Contracting Parties. The domestic law of the Contracting Parties is not part of the applicable law under this Agreement. Where the tribunal is required to ascertain the meaning of a provision of the domestic law of one of the Contracting Parties as a matter of fact, it shall follow the prevailing interpretation of that provision made by the court or authorities of that Contracting Party.

30. A joint interpretation of the Contracting Parties, exchanged through diplomatic channels, interpreting a provision of this Agreement shall be binding on a tribunal, and any decision or award issued by a tribunal must be consistent with that interpretation.

Article 14. Denial of Benefits

1. A Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party that is a company of such other Contracting Party and to investments of such investor if the company has no effective business activities in the territory of the Contracting Party under whose law it is constituted or organized and investors of a non-Contracting Party, or investors of the denying Contracting Party, own or control the company.

2. The benefits of this Agreement shall not be available to an investor of a Contracting Party who acquires the nationality of the other Contracting Party or a third state to invoke the benefits of this Agreement.

3. The denying Contracting Party shall, to the extent practicable, notify the other Contracting Party before denying the benefits.

Article 15. Settlement of Disputes between the Contracting Parties

1. The Contracting Parties shall seek in good faith and a spirit of cooperation a rapid and equitable solution to any dispute between them concerning the interpretation or application of this Agreement. In this regard, the Contracting Parties agree to engage in direct and meaningful negotiations to arrive at such solutions.

2. If the Contracting Parties cannot reach an agreement within six (6) months after the beginning of disputes between themselves through the foregoing procedure, the disputes may be submitted, upon the request of either Contracting Party, to an arbitral tribunal of three members.

3. Within two (2) months of receipt of a request, each Contracting Party shall appoint an arbitrator. The two arbitrators shall select a third arbitrator as Chairman, who is a national of a third State. In the event either Contracting Party fails to appoint an arbitrator within the specified time, the other Contracting Party may request the President of the International Court of Justice to make the appointment.

4. If both arbitrators cannot reach an agreement about the choice of the Chairman within two (2) months after their appointment, the Chairman shall be appointed upon the request of either Contracting Party by the President of the International Court of Justice.

5. If, in the cases specified under paragraphs 3 and 4 of this Article, the President of the International Court of Justice is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment shall be made by the Vice- President, and if the Vice-President is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment shall be made by the most senior member of the Court who is not a national of either Contracting Party.

6. The tribunal shall have three (3) months from the date of the selection of the Chairman to agree upon rules of procedure consistent with the other provisions of this Agreement. In the absence of such agreement, the tribunal shall request the President of the International Court of Justice to designate rules of procedure, taking into account generally recognized rules of international arbitral procedure.

7. Unless otherwise agreed, all submissions shall be made and all hearings shall be completed within eight (8) months of the date of selection of the Chairman, and the tribunal shall render its decision within two (2) months after the date of the final submissions or the date of the closing of the hearings, whichever is later. The arbitral tribunal shall reach its decisions, which shall be final and binding, by a majority of votes. Arbitral Tribunal shall reach its decision on the basis of this Agreement and in accordance with international law applicable between the Contracting Parties.

8. Expenses incurred by the Chairman, the other arbitrators, and other costs of the proceedings shall be paid for equally by the Contracting Parties. The tribunal may, however, at its discretion, decide that a higher proportion of the costs be paid by one of the Contracting Parties.

9. A dispute shall not be submitted to an international arbitral tribunal under the provisions of this Article if a dispute on the same matter has been brought before another international arbitral tribunal under the provisions of Article 13 and is still before the tribunal. This will not impair the engagement in direct and meaningful negotiations between both Contracting Parties.

Article 16. Service of Documents

Notices and other documents in disputes under Articles 13 and 15 shall be served on Türkiye by delivery to:

Cumhurbaskanligi Hukuk ve Mevzuat Genel Müdürlügiü

Cumhurbaskanligi Külliyesi 06560 Bestepe-Ankara

Türkiye

(General Directorate of Law and Legislation of the Presidency The Presidential Complex)

Notices and other documents in disputes under Articles 13 and 15 shall be served on United Arab Emirates by delivery to:

Ministry of Finance

The International Financial Relations Department, Al-Falah Street, P.O. Box 433, Abu Dhabi, United Arab Emirates

The Contracting Parties shall inform each other through diplomatic channels in case of any changes of their notification address.

Article 17. Entry Into Force, Duration, Amendment, and Termination

1. This Agreement shall enter into force on the date of the receipt of the last notification by the Contracting Parties, in writing and through diplomatic channels, of the completion of the respective internal legal procedures necessary to that effect.

2. This Agreement shall remain in force for a period of ten (10) years and shall continue in force unless terminated in accordance with paragraph 4 of this Article.

3. This Agreement may be amended by mutual written consent of the Contracting Parties at any time. The amendments shall enter into force in accordance with the same legal procedure prescribed under the first paragraph of the present Article.

4. Either Contracting Party may, by giving one year's prior written notice to the other Contracting Party, terminate this Agreement at the end of the initial ten-year period or at any time thereafter.

5. With respect to investments made or acquired prior to the date of termination of this Agreement and to which this Agreement otherwise applies, the provisions of all of the other Articles of this Agreement shall thereafter continue to be effective for a further period of ten (10) years from such date of termination.

Conclusion

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

DONE in duplicate at Abu Dhabi on July 19, 2023 in the Turkish, Arabic, and English languages, all texts being equally authentic.

In case of any divergence of interpretation, the English text shall prevail.

FOR THE GOVERNMENT OF TÜRKIYE

Mehmet Fatih Kacir

Minister of Industry and Technology

FOR THE GOVERNMENT OF THE REPUBLIC OF THE UNITED ARAB EMIRATES

Mohamed Bin Hadi Al Hussaini

Minister of State for Financial Affairs

Attachments

ANNEX. Expropriation

The Contracting Parties confirm their shared understanding that:

1. An action or a series of actions by a Contracting Party cannot constitute an expropriation unless it interferes with a tangible or intangible property right or property interest in an investment.

2. Expropriation may be direct or indirect:

(a) direct expropriation occurs when an investment is nationalized or otherwise directly expropriated through formal transfer of title or outright seizure; and

(b) indirect expropriation occurs if a measure or series of measures of a Contracting Party has an effect equivalent to direct expropriation in that it substantially deprives the investor of the fundamental attributes of property in its investment, including the right to use, enjoy and dispose of its investment, without formal transfer of title or outright seizure.

3. The determination of whether a measure or series of measures of a Contracting Party, in a specific fact situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that takes into consideration, among other factors:

(a) the economic impact of the measure or series of measures, although the sole fact that a measure or series of measures of a Contracting Party has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred;

(b) the duration of the measure or series of measures of a Contracting Party;

(c) the extent to which the measure or series of measures interferes with distinct, reasonable investment-backed expectations; and

(d) the character of the measure or series of measures, notably their object, context, and intent.