(iv) The decision or award of the tribunal shall be made by at
least two of its members, be in writing, and state the reasons on which it is
based.

(v) The decision or award made by the tribunal shall have no
binding force except between the Parties and in respect of the particular
dispute. Each Party shall abide by and comply with the terms of the
decision or award without delay.

(vi) Expenses incurred by the arbitrators and the president, and
other costs of the proceedings, shall be paid for equally by the Parties. In its
decision or award, the tribunal may, in its discretion, reallocate expenses
and costs between the Parties, including directing that a higher proportion of
the costs be paid by one of the Parties.

ARTICLE 5

(a) This Agreement shall enter into force on the date of signature by
both Parties.

{b) This Agreement shall continue in force until six months from the
date of a receipt of a note by which one Party informs the other of its intent to
terminate this Agreement. In such event, the provisions of this Agreement shall,
with respect to Investment Support provided prior to or while this Agreement was
in force, remain in force so long as such Investment Support remains outstanding,
but in no case longer than twenty years after the termination of this Agreement.

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

DONE at Washington, D.C., in duplicate, this 21st day of May, 2013, in the
English language. A text shall be prepared in the Myanmar language which shall
be considered equally authentic upon an exchange of diplomatic notes between the
Parties confirming its conformity with the English language text.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF THE
UNITED STATES OF AMERICA: REPUBLIC OF THE UNION OF
MYANMAR:
\
4
Dg A. 0
Elizabeth [- Litthsfield —— Dr. Pwint San
President & CEO Deputy Minister

Overseas Private Investment Corporation Ministry of Commerce


INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND

THE GOVERNMENT OF THE REPUBLIC OF THE UNION OF MYANMAR

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE
GOVERNMENT OF THE REPUBLIC OF THE UNION OF MYANMAR (the “Parties”);

AFFIRMING their common desire to encourage economic activities in the
Republic of the Union of Myanmar that promote the development of the economic
resources and productive capacities of the Republic of the Union of Myanmar;

ACKNOWLEDGING that diverse forms of assistance and support are
important to the economic revitalization of the Republic of the Union of Myanmar;
and

RECOGNIZING that the Overseas Private Investment Corporation (“OPIC”),
a development institution and an agency of the United States of America, can be
instrumental in achieving these objectives through its provision of investment
insurance, coinsurance and reinsurance, debt and equity investments and investment
guaranties;

HAVE AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein
provided. The term “Issuer” refers to OPIC and any successor agency of the United
States of America, and any agent of either. The term “Investment Support” refers
to any debt or equity investment, any investment guaranty and any investment
insurance, reinsurance or coinsurance which is provided by the Issuer (or, in the
case of coinsurance, is provided by the Issuer and commercial insurance companies
(“Coinsurers”) under coinsurance arrangements under which the Issuer acts both for
itself and for such Coinsurers) in connection with a project in the territory of the
Republic of the Union of Myanmar. The term “Taxes” means all present and future
taxes, levies, imposts, stamps, duties and charges, whether direct or indirect,
imposed in the Republic of the Union of Myanmar and all liabilities with respect
thereto.


-2-
ARTICLE 2

The Parties confirm their understanding that the Issuer’s activities are
governmental in nature and therefore:

(a) The Issuer shall not be subject to regulation under the laws of the
Republic of the Union of Myanmar applicable to insurance or financial
organizations, but, in the provision of Investment Support, shall be accorded all
rights and have access to all remedies of any such entity, whether domestic, foreign
or multilateral, that are available to such entities under the laws of the Republic of
the Union of Myanmar.

(b) The Issuer, all operations and activities undertaken by the Issuer in
connection with any Investment Support, and all payments, whether of interest,
principal, fees, dividends, premiums or the proceeds from the liquidation of assets
or of any other nature, that are made, received or guaranteed by the Issuer in
connection with any Investment Support shall be exempt from Taxes, whether
imposed directly on the Issuer or payable in the first instance by others in
accordance with the laws of the Republic of the Union of Myanmar. Neither
projects receiving Investment Support nor investors in such projects shall be
exempt from Taxes by operation of this Article, provided, however, that any
Investment Support shall be accorded tax treatment no less favorable than that
accorded to the investment support of any other national or multilateral
development institution which operates in the Republic of the Union of Myanmar.
The Issuer shall not be subject to Taxes in connection with any transfer, succession
or other acquisition which occurs pursuant to paragraph (c) of this Article or Article
3(a) hereof, but obligations for Taxes previously accrued in accordance with the
laws of the Republic of the Union of Myanmar and unpaid with respect to interests
received by the Issuer shall not be extinguished as a result of such transfer,
succession or other acquisition.

(c) If the Issuer, alone or with a Coinsurer, makes a payment to any
person or entity, or exercises its rights as a creditor or subrogee, in connection with
any Investment Support, the Republic of the Union of Myanmar shall recognize the
transfer to, or acquisition by, whether in accordance with the laws of the Republic
of the Union of Myanmar or other applicable law, the Issuer and any Coinsurer of
any cash, accounts, credits, instruments or other assets in connection with such
payment or the exercise of such rights, as well as the succession of the Issuer and
any Coinsurer to any right, title, claim, privilege or cause of action existing, or
which may arise, in connection therewith.

(d) With respect to any interests transferred to the Issuer or a Coinsurer
or any interests to which the Issuer or a Coinsurer succeeds under this Article, in its
own right or otherwise, the Issuer shall assert no greater rights than those of the
person or entity from whom such interests were received, provided that nothing in
this Agreement shall limit the right of the United States to assert a claim under
international law in its sovereign capacity, as distinct from any rights it may have as
the Issuer pursuant to paragraph (c) of this Article. No Coinsurer shall be entitled
to the benefits of this Agreement unless it is acting through, or its interests have
been assigned to, the Issuer.


ARTICLE 3

(a) Amounts in the currency of the Republic of the Union of Myanmar,
including cash, accounts, credits, instruments or otherwise, acquired by the Issuer
(or by the Issuer and any Coinsurer) upon making a payment, or upon the exercise
of its rights as a creditor, in connection with any Investment Support for a project in
the Republic of the Union of Myanmar, shall be accorded treatment in the territory
of the Republic of the Union of Myanmar no less favorable as to use and
conversion than the treatment to which such funds would have been entitled in the
hands of the person or entity from which such amounts were acquired.

(b) Such currency and credits may be transferred to any person or entity
and upon such transfer shall be freely available for use by such person or entity in
the territory of the Republic of the Union of Myanmar in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Parties regarding the interpretation or
application of this Agreement or regarding a claim, in connection with any project
or activity for which Investment Support has been provided, for loss to the Issuer
resulting from a violation of international law or wrongful act by the Republic of
the Union of Myanmar should be resolved, insofar as possible, through negotiations
between the Parties. If at any time either Party considers that the dispute cannot be
resolved through negotiations, it may, upon 90 days notice and without any
requirement to exhaust other remedies, submit the dispute to arbitration for a
binding decision or award by a tribunal in accordance with paragraph (b) of this
Article.

(b) The tribunal referred to in paragraph (a) of this Article shall be
established and shall function as follows:

@ Unless the Parties agree otherwise, the tribunal shall
comprise three arbitrators, one arbitrator appointed by each Party and the
third, who shall be a citizen of a third state and the presiding arbitrator,
appointed by agreement of the Parties. The Party-appointed arbitrators shall
be appointed within three months, and the presiding arbitrator within six
months, of the date the dispute is submitted to arbitration. If the
appointments are not made within the foregoing time limits, either Party
may, in the absence of any other agreement, request the Secretary-General
of the International Centre for the Settlement of Investment Disputes to
make the necessary appointment or appointments.

(ii) In the absence of an agreement by the Parties to the contrary,
the UNCITRAL Arbitration Rules shall govern the arbitration, except as
modified by the Parties or this Agreement.

(ii) The tribunal shall decide the issues in dispute in accordance
with this Agreement, applicable rules of international law and, as necessary,
relevant rules of applicable municipal law.