Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698830661741.pdf (Sierra Leone)
b\i t I badea FRAMEWORK AGREEMENT FOR PROTECTION OF INVESTMENT Between The Republic of Sierra Leone and The Arab Bank for Economic Development in Africa DATED 17 November 2019 t/llG Yz to BAdea M 8.ah lof barourlc D.,ralqt rarra tn Afiica Benqua Ar,&.

,our h OOratoppdrrarf Ecooornlqxrc ao Alrique Abdf/.Ralfiao El-rlr,xl StB6,, P.O.

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Kha om 1 1 1 1 1 , tupablb ot Sod,,n (fLG: BADEA) for: 21*1 E3-7737 W/73616.
Fox : 21*l 8l77ugul70@0, W*'/b: wuw.brdae-org Einelt: b.dca@,<t.,,.org 1 I I I i l I I I I I i I AGREEMENT between the Republic of Sierra Leone (hereinafter called the Host Country) and the Arab Bank for Economic Development in Africa (hereinafter called BADEA).
Whereas the Host Country has requested BADEA to assist in financing private sector activities (Investment Activities) involving entities located in the Host Country, with a view to improve the living standard of its people and strengthen the ties between African and Arab states.
And whereas the Host Country and BADEA being mindful that a stable framework arrangements for financing private sector activities within the territory of the Host Country will conduce to the effective utilization of economic resources and contribute towards the improvement of living " standards, accordingly, have resolved to conclude a Framework Agreement for protection of such investment activities, NOW THEREFORE, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.01 Wherever used in this Agreement, and unless the context otherwise requires, the following terms have the following meanings: (a) "Investment" means every kind of investment owned or controlled directly or indirectly by BADEA in the Territory of the Host Country and, without prejudice to the generality of the foregoing includes and not limited to the form of: Yz co Badea I i i 2 i. direct loans to the private sector entities located in the territory of the Host Country and eligible for BADEA's funding.
ii.

shares, stocks , and other forrrs of equity participatiory and bonds, credits, debentures, and other forms of debt interest, in an Enterprise ; iii.

tangible property, including real property; and intangible property, including rights, such as leases, mortgages, liens, pledges and rights to paymmt arising under any form of debt instrument of whatever nature; iv.
conhacfual rights, such as those under construction or rnanagement contracts, production or revenue-sharing contracts, concessions or other forms of contracts; v. rights conferred by or pursuant to law, such as licenses and permits; and vi.

lntellectual property, includinglcopyrights and related rights, patents, industrial designs, as well as advisory services and confidential business information.
(b) "Enterprise" means any entity a corporatiorg partnership, sole or joint venture or association or any other organization wholly or partly privately owned with conkibution of not less than 51% of its shares, and eligible for BADEA's funding pursuant to its related rules.

(b) "Territory" means the territory of the Host Country.
Mlc tz 6 Badea 3 ARTICLE II GENERAL PRINCIPLES i I I i I'l I I 2.01 With respect to the establishment, acquisitiory exparuion, riranagement, conduct, operation and sale or other disposition of investments, the Host Country shall accord treatments thereto no less favorable than that it accords in like situations, to lnvestments in its Territory by any other multilateral development finance institution operating in the Host Cor:ntry (hereinafter referred to as "most favored party").
2.U2 Thre Host Country shall ensure that its laws, regulations, administrative practice and procedures of general application, and adjudicatory decisions that pertain to or affect Investments are promptly published or otherwise made publicly available.
2.03 The Host Country shall provide effective means of asserting claims and enforcing rights with respect to Investirents and shall not in any way impair, by r:nreasonable or discriminatory rne:rsures, the management, conduct, operation, sale or other disposition of any such investment.
2.M The Host Country shall at all times accord to Investments in its Territory fair and equitable treatment and full protection and security, and shall in no case accord less favored treatment than that required by or under intemational law.
2.05 The Host Country shall pursuant to its laws and regulations accord to BADEA and its Investments or, as the case may require, the officials, ' agents and other representatives of BADEA, treatment no less favorable that the Host Country accords to the most favored party and its Investments (hereinafter referred to as "most favored party treatment")/ and such treatment shall extend but not be limited to the issuance of visas or permits to enter and remain in its Territory for the purpose of initiating, appraising, establishing or administering, winding up or otherwise terminating any Investment or any other activity connected therewith located in its Territory.
Mlc rCz o Badea I 4 ARTI E III PRIOR NOTIFICATION OF INVESTMENT PROPOSAL 3.01 BADEA shall prior to each Investment request the Enterprise to sccurc the approval of the Govemment of the Host Country of the envisaged Investment.

Such approval will be forwarded to BADEA by thc representative of the Host Country designated in that behalf.
ARTICLE IV EXPROPRIATION 4.01 The Host Country shall not expropriate or nationalize an Investment either directly or indirectly through measures tantamount to expropriation or nationalization except for a public purpose; in a non-discriminatory manner, upon payment of prompt, adequate and effective compensation; and in accordance with due process of the law and the general principles of treatment provided for in Article tr above.
4.02 Compensation shall be paid without delay and shall be equivalent to the fair market value of the expropriated Investment immediately before the cxpropriatory action was taken; and be fi.rlly realizable and freely transferable.

The fair market value of such Investment shall not be adversely affected by *y change in value occurring because the expropriatory action had become known before the date of cxpropriation or its implementation.
ARTICLEV COMPENSATION FOR LOSSES '5.01 Tl're Host Country shall accord most favored party treatment to the lnvestments as regards any measures relating to losses that Investments suffer in its Territory owing to the newly established regulatory arrangements, war or other armed conflict, revolutiory state of national emergency, insurrection , civil disturbance of similar event. '
inlc Yz o Badea 5 02 The Host Country shall effect restitution, or pay compensation in accordance with Section 4.02 above, in the event that Investments suffer losses in its Territory, owing to newly established regulatory arrangements, war or other armed conflict, revolution, state of national emergency, insurrection, civil disturbance, or similar events; that result from: (a) Requisitioning of all or part of such lnvestment by the Host Country's forces or authorities; or (b) Destruction of all or part of such lnvestments by the Host Country's forces or authorities that was not required by the necessitv of the situation.
ARTICLEVI PAYMENTS AND TRANSFERS 01 The Host Country shall permit all trinsfers relating to an Investment to be made without restrictions and without delay into and out of its Territory.

Such transfers include: (a) Loans principals, interests, royalty payments, management feeg technical assistance and other fees; (b) Profits, capital gains, (c) Proceeds from the sale of all or any part of the Investment or from the partial or complete liquidation of the Investrnen!
(d) Contributions to capital; (e) Payments made under a contrac!

and (f) Compensation pursuant to Articles [V and V. The Host Country shall permit transfers to be made in a freely convertible currency at the most preferred rate of exchange prevailing offered by the foreign exchange authori ties.

Yz ro Badea i I a I I t I bz I I I I l I i t !
I t t I t I 6 t ARTICLE VII EXEMPTION FROM TAXATION t ln compliance with the general principles set out in Article II and, in , particular, the stipulations relating to the most favored party treatment, , BADEA, its assets, loan principals ,interest amount, commitment and other eventual charges ,pioperty, operations, and any obligation or sLrcurity issued or guaranteed by BADEA, and any other transactions undertaken by BADEA in connection with any Invesknent in the Tcrritory or the Host Country, authorized by or pursuant to this Agreement, shall be exempt from any withholding tax or any other for.m of taxation on dividends or on any other payment or transaction specified rundcr or pursuant to Section 6.01 or levies or duties drargeable or otlrcrwise imposed by, or in the Territory of, the Host Country; and rcfcrcnces in this article BADEA shatl be construed as including r(,fcrcnces to the officials, agents and other representatives of BADEA nPccificd in Section 2.05 above. '
E, Nolwithstanding Section 7.01, it is hereby understood that: (n) thc reference therein to the officials of BADEA shall not include nationals and other third parties resident in the Host Country; (b) nrry Enterprise in which BADEA has an lnvestment shall at all times bc deemed to be subject to the laws of the Host Country and, without llmiting the Generality thereof, shall include all applicable tax or othcr form of fiscal legislation.
AI{.TrCLEVrrr CONSULTATION 1'hc parties to this Agreement agree to consult promptly, on the request of cither party, to resolve any dispute, controversy or claim in connection with this Agreement or the breach, termination or invalidity tlrcreof or otherwise relating to the interpretation or application of this Agreement or the realization of the objectives of this Agreement.
Mlc r(z 6 Badea 7 ARTICLE IX ARBITRATION ,01 Any disputes, controversy or claim arising out of or relating to this Agrcement or the breach,'termination or invalidity thereof or otherwise rclating to the interpretation or application of this Agreement, that is not resolved through consultations within (90) days from the date of the consultation request, shall be submitted upon request of either party to nn arbitral tribunal for a binding decision in accordance with the npplicable ruIes of intemational law.
Irr the absence of an agreement by thc parties to the contrary, the UNCITRAL Arbitration Rules, in force nnd cffect on the date of this Agreement , shall govem.

)2 Tltc lJost Country and BADEA will each appoint one arbitrator and the two nrbitrators so appointed shall together appoint the third arbitrator nl Umpire, failing which such third arbitrator shall be appointed by the Irrtcrrrntional Court of Arbitration in Paris, France.
Where the UNCITRAL Arbitration Rules do not provide for a particular situatiory tltt' nrbitrators shall in their absolute discretion decide what course of nclkrrr should be followed and the arbitrator's decision shall be final.
Atty nrbitration under this Agreement shall be held in a state that is a Pnfty to tl're United Nations Convention on the Recognition and Dhforccmcnt of Foreign Arbitral Awards, done in New York, United Stntos of America, on ]une 10, 1958; and the English Language shall be US0d thrcugh the arbitration proceedings.
Ilnch pnrty to this Agreement hereby waives any right of sovereign l6munlty as to it and its property in respect of the enforcement and oxocullon of any award rendered by an arbitral tribunal constituted U[dOr or pursuant to this Agreement.
Mlc O€ Iz o ARTICLEX GOVERNING LAW 10.01 This Agreement and all documents executed in connectibn therewith as well as their validity,'enforcement, and interpretation, and all disputes arising thereunder, shall be govemed by the applicable provisions of this Agreement and shall be supplemented by the applicable principles of international law, equity and justice.
ARTICLE XI MAINTAINING OF OTHER RIGHTS AND OBLIGATIONS 11.01 This Agreement shall not be corutrued so as to derogate from any obligations of the Host Country under the following measures, especially in cases where sueh measures entitle the Investment to treatment more favorable than that accorded by this Agreement, that is to say: (a) the laws and regulations, administrative practices or procedures, or administrative or adjudicatory decisions of the Host Country; (b) international legal obligations; or (c) any other obligations assumed by the parties to this Agreement, including those contained in an Investment authorization or an agreement or other legal$ enforceable undertaking for or in connection with an Investment.
Yz (0 lc o4 hp Badea 9 ARTICLE XIT COMMUNICATIONS L2.0L rhe Minister of Finance is designated as the representative of the Host country for the purpose of sigrting and implementing this Agreement.

L2.01 Any notice or other communication required or permitted to be given or made under this Agreement shall be in writing.
such notice or communication shall, as appropriate for the concemed requirement, be deemed to have been duly given or made when it has been delivered by hand, mail, telefax or other electronic means to the party to which it is required to be given or made, at the party,s address specified below or at any other address as the party sha have specified in writing to the party giving the notice or making the communication.
For the Host Countrv: The Ministry of Finance Treasury Building, George Street Freetown-Sierra Leone Tel'.n'DlL/225826 Fax:.

?2M72/)?5826 E Mail jjsaffu@yahoo.co.uk FoTBADEA: The Arab Bank for Economic Development in Africa (BADEA) P. O.

BOX 2640 Post Code (L1111), Khartoum Republic ofSudan Tel.

: (249-183) 7737@ / 7736/16 Fax: (249-18qn0ffi / 770498 E-mail: badea@badea.org c k2 ffi .lt Badea i I I !
.1 l l I i 10 ARTICLE XIII ENTRY INTO FORCE AMEDMENTS DURATIONAND TERMINATION 13.01 This Agreement shall enter into force following the receipt by BADEA of the instnitnent of ratificatiory a legal opinion or certficatiory or other documentary evidence of approval by the Host Country of this Agreement and upon the written certification by BADEA that all its intemal legal requirements for the entry into force of this Agreement have been fulfilled.
13.02 This Agreement may be amended by rmrtual written agreement of the Parties 13.03 This Agreement shall remain in force for an indefinite period on the understanding that either party is at Iiberty to terminate it at any time provided that a notice of termination is given to the other party six months in advance.
13.04 Notwithstanding the termination of this Agreement, all other provisions thereof, except those relating to the establishment of a new Investment shall continue to apply to any Investments established or acquired prior to the date of its termination.
Mlc O Yz rO > i "p- Ba dea I I I I I ,I I I T T Il tl [l Il l 11 i I i I I I I I I I I I I ll IN WITNESS n,lrlrlrrl lltr, 1r'ttllt'n hereto, acting through their duly authorized repr('s('nlrtll\,, lr,r, r, r.rttultrl this agreement to be signed in two copies, each consitl,,r,,,l ,rt ,,r ll{lll,rl both to the same and one effect.

'rttrl FOR THE HOST ('()I I N I II \ .

Signature : ----- s (t aa\ Name: H.E.


Srt(lrr l,rr rrh lllhl I Title : Minislcl rrl I lrrrtttr rr ( t t, )t FOR BA Signature : ------ Name: Dr. Sidl(lrrhl lAll Title: Dircckrr' ( ,ilrrut rtl T Badea ..'fl I I { I , I I i I I i I I I I I 1 I I I , i I