a

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note by which one Government informs the other of an intent to terminate this Agreement. In
such event, the provisions of this Agreement shall, with respect to Investment Support provided
while this Agreement was in force, remain in force so long as such Investment Support Temains
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 Cape Town, Cape Province, Republic of South Africa, on the 30th day of
November, 1993, in duplicate, in the English language.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF RICA THE REPUBLIC OF SOUTH AFRICA

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

THE GOVERNMENT OF THE REPUBLIC OF SOUTH AFRICA

The Government of the United States of America and the Government of the Republic
of South Africa;

Affirming their common desire to encourage economic activities in the Republic of South
Africa ("South Africa") that promote the development of the economic resources and producuve
capacities of South Africa; and

Recognizing that this objective can be promoted through investment support provided by the
Overseas Private Investment Corporation ("OPIC"), a development institution and an agency of
the United States of America, in the form of investment insurance 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
"Investment Support" refers to any debt or equity investment, any investment guaranty and any
investment insurance or reinsurance which is provided by the Issuer in connection with
in the territory of South Africa. The term "Issuer" refers to OPIC and any successor agency of
the United States of America, and any agent of either. The term “Taxes” means all present and
future taxes, levies, imposts, stamps, duties and charges imposed by the Government of South
Africa and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the laws of South Africa applicable
to insurance or financial organizations.

(o) 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, Teceived or



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guaranteed by the Issuer in connection with any Investment Support shall be exempt from Taxes.
The Issuer shall not be subject to any Taxes in connection with any transfer, succession or other
acquisition which occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof. Any
project in connection with which Investment Support has been provided shall be accorded tax
treatment no less favorable than that accorded to projects benefiting from the investment support
programs of any other national or multilateral development institution which operates in South
Africa, except where such other institution is entitled to any favorable tax treatment in terms of
an agreement for the avoidance of double taxation concluded between South Africa and any other
county.

(c) If the Issuer makes a payment to any person or entity, or exercises its rights as a
creditor or subrogee, in connection with any Investment Support. the Government of South Africa
shall recognize the transfer to, or acquisition by, the Issuer of any cash, accounts, credits,
instruments or other assets in connection with such payment, as well as the succession of the
Issuer 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 any interests to which the
Issuer succeeds under this Article, 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 Government of the United States of America 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.

ARTICLE 3

(a) Amounts in the currency of South Africa, including cash, accounts, credits,
instruments or otherwise, acquired by the Issuer upon making a payment, or upon the exercise
of its rights as a creditor, in connection with any Investment Support provided by the Issuer for
a project in South Africa, shall be accorded treatment in the territory of South Africa 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 the Issuer acquired such amounts.

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

ARTICLE 4

(a) Any dispute between the Government of the United States of America and the



Government of South Africa regarding the interpretation of this Agreement or which, in the
opinion of either party hereto, presents a question of international law arising out of any project
or activity for which Investment Support has been provided shall be resolved, insofar as possible,
through negotiations between the two Governments. If, six months following a request for
negotiations hereunder, the two Governments have not resolved the dispute, the dispute, including
the question of whether such dispute presents a question of international law, shall be submitted,
at the initiative of either Government, to an arbitral tribunal for resolution in accordance with
paragraph (b) of this Article.

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

(i) Each Government shall appoint one arbitrator. These two arbitrators shall by
agreement designate a president of the tribunal who shall be a citizen of a third state and
whose appointment shall be subject to acceptance by the two Governments. The
arbitrators shall be appointed within three months, and the president within six months,
of the date of receipt of either Government’s request for arbitration. If the. appointments
are not made within the foregoing time limits, either Government 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.
Both Governments hereby agree to accept such appointment or appointments.

(ii) Decisions of the arbitral tribunal shall be made by majority vote and shall be
based on the applicable principles and rules of international law. Its decision shall be final
and binding.

(iii) During the proceedings, each Government shall bear the expense of ils
arbitrator and of its representation in the proceedings before the tribunal, whereas the
expenses of the president and other costs of the arbitration shall be paid in equal parts by
the two Governments. In its award, the arbitral tribunal may reallocate expenses and costs
between the two Governments.

(iv) In all other matters, the arbitral tribunal shall regulate its own procedures.

ARTICLE 5
(a) This Agreement shall enter into force on the date on which the Government of South
Africa notifies the Government of the United States of America that all legal requirements for

entry into force of this Agreement have been fulfilled.

(b) This Agreement shall continue in force until six months from the date of a receipt of a