Act No. 25.539 Approve a signed agreement with the Government of New Zealand for the Promotion and Reciprocal Protection of Investments.

Sanctioned: November 27, 2001.

Enacted: January 7, 2002.

The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc. sanction with force of Law:

ARTICLE 1 Appropriate the agreement between the Government of the ARGENTINA REPUBLIC and the New Zealand Government for the promotion and protection of the INVERSIONS, signed in Buenos Aires on 27 August 1999, which consists of CATORCE (14) articles, whose authenticated photocopy is part of this law. ARTICLE 2 Contact the national executive branch.

# 25,539

DADA IN THE SESSION OF THE ARGENTINE CONGRESS, IN GOOD AIRES, TO THE VEINTSIETE DIAS OF THE MONTH NOVEMBER OF THE YEAR DOS MIL UNO.

PASCUAL RAFAEL. . MARIO A. LOSADA. . Guillermo Aramburu. . Juan C. Oyarzún.

Agreed

ENTRE

THE GOVERNMENT OF THE ARGENTINA REPUBLIC

and

THE GOVERNMENT OF NEW ZEALAND

PROMOTION AND PROTECTION

RECIPROCA OF INVERSIONS

The Government of the Argentine Republic and the Government of New Zealand (hereinafter referred to as the "Contracting Party");

Wishing to create favourable conditions for increased economic cooperation for the mutual benefit of the two countries and to maintain fair and equitable conditions for the investments of investors of a Contracting Party in the territory of the other Contracting Party,

Recognizing that the encouragement and mutual protection of such foreign investments will lead to economic prosperity in both countries,

They agreed on the following:

Article 1

Definitions

To the purposes of this Agreement:

(1) "inverter" refers to:

(a) any natural person who is a national or permanent resident of a Contracting Party in accordance with its laws; and

(b) any company anonymous, company by parties of interest, company, company, business agency, or other entity recognized with legal entity, established, registered, constituted, or otherwise duly organized in accordance with the existing laws of a Contracting Party which has its headquarters located in the territory of that Contracting Party.

(2) "investment" refers, in accordance with the laws and regulations of the Contracting Party in whose territory the investment is made, any kind of asset that has invested an investor of a Contracting Party in the territory of the other Contracting Party in accordance with the laws of this last Contracting Party. Includes, although not exclusively, any:

(a) furniture or property and any other property rights such as mortgages, usufructs, guarantees or garments;

(b) actions, titles, musttures and similar interests in companies;

(c) titles or compensation of money or any performance under a contract with financial value, loans only included when directly related to a specific investment;

(d) intellectual property rights including the Copyright, invention patents, invention, industrial designs, trademarks, trade names, technical processes, plant diversity rights, know-how and trade fund;

(e) commercial concessions conferred by law or contract, including concessions to investigate, cultivate, extract or exploit natural resources.

A change in the way assets are invested does not affect their nature of investments, provided that the assets remain invested in accordance with the laws and regulations of the receiving Contracting Party.

(3) "gains" refers to an amount of money obtained or derived from an investment including, although not exclusively, profits, profits, dividends, interests, capital increases, royalties, the proceeds of the liquidation, refunds of loans and tariffs;

(4) "territory" refers to the national territory of any Contracting Party including the adjacent maritime zones and beyond the external boundary of the territorial sea of the national territory, on which the corresponding Contracting Party may, in accordance with international law, exercise rights or jurisdiction of sovereignty.

Article 2

Scope of implementation

(1) This Agreement shall apply to investments of investors of the other Contracting Party in the territory of a Contracting Party made in accordance with its laws, rules and regulations, prior to or after the entry into force of the Agreement. However, it shall not apply to differences or disputes arising from the measures taken by any Contracting Party prior to its entry into force or to disputes directly related to events involving a Contracting Party that occurred prior to its entry into force.

(2) The provisions of this Agreement shall not apply to investments made by natural persons who are nationals of a Contracting Party in the territory of the other Contracting Party if such persons, at the time of the investment, have had their domicile in the latter Contracting Party for more than two years, unless it is proved that the investment was admitted in the territory from abroad.

Article 3

Admission, promotion and protection of investments

(1) Each Contracting Party shall promote and create favourable conditions for investors of the other Contracting Party to invest in its territory and, by virtue of its right to exercise the powers conferred by its laws, shall admit such investments.

(2) At all times, the investments and profits of the investors of each Contracting Party shall be accorded fair and equitable treatment in the territory of the other Contracting Party.

No Contracting Party shall in any way prevent, through unreasonable or discriminatory measures, the administration, maintenance, use, enjoyment, sale and disposition of investments in its territory of investors of the other Contracting Party. Each Contracting Party shall, in accordance with its laws, comply with any obligation in which it is committed to the investments of investors of the other Contracting Party.

(3) The Contracting Parties shall, to the extent possible, encourage exchanges of information on relevant investment topics. In particular, Contracting Parties shall exchange information where, under their investment laws, regulations and policies, treatment applied to investments in other countries differs from that applied to their own investors.

Article 4

Most favored nation and national treatment

(1) Each Contracting Party in its territory shall agree to give, to the investments and profits of the investors of the other Contracting Party, a treatment that is no less favourable than that accorded to the investments and profits of the investors of any third country or, subject to its laws and regulations, than the treatment accorded to its own investors.

(2) In order to avoid any doubt, it is confirmed that the treatment established in paragraph (1) of this Article shall apply to investments and profits of investors only after the investment has been made.

Article 5

Exceptions

(1) The provisions of this Agreement shall not be construed as requiring a Contracting Party to extend to investors of the other Contracting Party the benefit of any treatment, preference or privilege resulting from any customs union, free trade zone, common market, regional economic organization or similar international agreement to which any Contracting Party is a party or may be. Nor will it be construed that the provisions of this Agreement extend to New Zealand investors the benefit of any treatment, preference or privilege resulting from the bilateral agreements signed by the Argentine Republic with Italy on 10 December 1987 and with Spain on 3 June 1988 on concessional financing.

(2) The provisions of this Agreement shall not apply to the tax issue in the territory of any Contracting Party. These topics shall be governed by the domestic laws of each Contracting Party and the terms of any tax-related agreement signed between the Contracting Parties.

(3) The provisions of this Agreement shall in no way limit the right of each Contracting Party to take any action (including the destruction of plants and animals, the confiscation of property or the imposition of restrictions on the movement of livestock) necessary for the protection of natural and physical resources or human health, provided that such measures are not implemented in such a way as to result of arbitrary or unjustified discrimination.

(4) This Agreement shall not apply to Tokelau unless the Contracting Parties have exchanged notes in accordance with the terms by which this Agreement shall apply.

Article 6

Expropriation and compensation

(1) No Contracting Party shall take measures on nationalization or expropriation or any other measure equivalent to nationalization or expropriation (hereinafter referred to as "expropriation") against the investments of investors of the other Contracting Party in its territory unless the following conditions exist:

(a) measures are taken with a public purpose related to internal needs and due legal procedure;

(b) Measures are not discriminatory; and

(c) The measures are accompanied by provisions for the payment of prompt, adequate and effective compensation.

(2) The compensation under (1) shall be based on the market value of the investment immediately prior to expropriation or before the impending expropriation is of public knowledge, whatever happens first. Where such value cannot be specified, the compensation shall be determined in accordance with the principles of valuation and the generally recognized equitable principles taking into account the invested capital, depreciation, the already repatriated capital, the value of replenishment, the movements of the currency exchange rate and other relevant factors. The compensation shall include an interest in the normal business interest rate to the date of payment, shall be effected without undue delay, effectively realizable and in a free convertibility currency.

The affected investor shall have the right to review, under the law of the Contracting Party performing the expropriation, by means of a judicial order or other independent authority of that party, the amount of compensation and the legality of such expropriation, nationalization or similar measure.

(3) Where a Contracting Party expropriates the assets of an investor in which investors of the other Contracting Party have a pecuniary interest, the provisions of paragraph (1) shall apply.

Article 7

Compensation for other losses

The investors of a Contracting Party whose investments in the territory of the other Contracting Party have suffered losses due to war or other armed conflict, revolution, state of emergency or rebellion, which occurred in the territory of the other Contracting Party, shall be granted treatment no less favourable than that which the latter Contracting Party grants to investors of any State or, subject to its laws and regulations, to its own investors in respect of another restitution.

Article 8

Subrogation

(1) In the event that any of the Contracting Parties (or any agency, institution, legislative body or company designated by it), as a result of any compensation that it has given in respect of an investment or any part thereof, make payments to its own investors in respect of any claim under this Agreement, the other Contracting Party acknowledges that the first Contracting Party (or any agency, institution, legislative body or company designated by the same) under the subrogation. The right to claim Subrogated shall not be greater than the original right or claim of such investors.

(2) Any payment made by a Contracting Party (or any agency, institution, legislative body or company designated by it) to its investors shall not affect the right of such investors to make their claims against the other Contracting Party, in accordance with Article 9, in the event that the first Contracting Party chooses not to exercise its rights or claims subrogated.

(3) In the case of subrogation as defined in paragraph (1) of this article, the investor shall not initiate a claim unless authorized by the Contracting Party or its agency.

Article 9

Free transfer

(1) Each Contracting Party shall grant investors of the other Contracting Party the unrestricted transfer of investments and profits and, in particular, but not exclusively, of:

(a) the capital and additional amounts necessary for the maintenance and development of investments;

(b) earnings, benefits, interests, dividends and other current incomes;

(c) funds for the reimbursement of loans within the scope of this Agreement;

(d) royalties and tariffs;

(e) the proceeds of the total or partial sale or settlement of an investment;

(f) the compensation provided for in Articles 7 and 8;

(g) Income from investors of a Contracting Party to whom they are allowed to work on an investment in the territory of the other.

(2) Transfers shall be made without delay in currency of free convertibility, and in accordance with the procedures established by the Contracting Party in whose territory the investment was made, which shall not prevent the essence of the rights set forth in this Article.

Unless the investor agrees otherwise, the transfers shall be made to the common applicable exchange rate prevailing on the date of the transfer.

Article 10

Consultations

The Contracting Parties shall consult any of them on matters relating to the interpretation or application of this Agreement.

Article 11

Implementation of other standards

If the provisions of the legislation of any Contracting Party or obligations under international law, existing in the present, or which are established in the future between the Contracting Parties, in addition to this Agreement, or if any agreement between an investor of a Contracting Party and the other Contracting Party contains rules, whether general or specific, which authorize the investments of the investors of the other Contracting Party to receive a more favourable treatment than the present Agreement.

Article 12

Disputes between a Contracting Party and an investor from the other Contracting Party

(1) Any legal dispute arising within the terms of this Agreement regarding an investment between a Contracting Party and an investor of the other Contracting Party shall, to the extent possible, be resolved in a friendly manner through negotiations between the parties to the dispute.

(2) If the negotiations did not result in a settlement within six months of the date on which any party had made the dispute, it could be submitted.

(a) the competent court of the Contracting Party in whose territory the investment was made; or

(b) to international arbitration in accordance with the provisions of paragraph (3) of this Article.

When the dispute has been submitted, or an agreement has been reached to submit the dispute, to the competent court of the Contracting Party in whose territory the investment was made, or to international arbitration the choice of one or another procedure shall be final.

(3) In the case of international arbitration, unless the parties to the dispute agree otherwise, the dispute shall be submitted:

(a) to the International Centre for Settlement of Investment Disputes (ICSID) established by the Agreement on Settlement of Investment Disputes between States and Nationals of other States opened for signature in Washington on 18 March 1965; or

(b) if both parties to the dispute agree, to arbitration under the Arbitration Rules of the United Nations Commission on International Trade Law in force.

(4) Paragraph (3) of this Article does not, by itself, indicate the consent of the Contracting Party required by Article 25 (1) of the Agreement on Settlement of Investment Disputes opened for signature in Washington on 18 March 1965.

(5) If an international arbitration is agreed, the arbitral tribunal shall decide in accordance with the provisions of this Agreement, with the legislation of the Contracting Parties involved in the dispute, including its rules relating to conflicts of law, with the terms of any specific agreement entered into in relation to the investment on which the dispute arose and with the relevant principles of international law.

(6) The judgement of the competent court or an arbitral tribunal, in any case, shall be final and binding on the parties to the dispute. Each Contracting Party shall give effect to these judgments in accordance with its laws.

Article 13

Disputes between Contracting Parties

(1) The Contracting Parties shall undertake to resolve any dispute between them regarding the interpretation or application of the provisions of this Agreement through friendly negotiation.

(2) If the dispute could not be resolved in this manner within six months of the date of the notification of the dispute, any Party may submit it to an Ad-hoc Arbitral Tribunal in accordance with this Article.

(3) The arbitral tribunal shall consist of three members and shall be constituted as follows: within two months of receiving notification from a Contracting Party requesting that the dispute be submitted to arbitration, each Contracting Party shall designate an arbitrator. These two members, within thirty days of the appointment of the last arbitrator, shall designate the third arbitrator who shall be a national of a third country and shall serve as President. The Contracting Parties shall approve the designation of the President within thirty days of his designation.

(4) If within the time limits set out in paragraphs (2) and (3) of this Article the designation or approval required has not been made, any Contracting Party may request the President of the International Court of Justice to make the designations.

If the President of the International Court of Justice could not perform such a function or be a national of one of the Contracting Parties, the nominations shall be made by the Vice-President.

If the Vice-President could not designate or become a national of one of the Contracting Parties, the member of the International Court of Justice who follows him in hierarchy and who is not a national of any of the Contracting Parties shall be the one who makes the appointments. The third member designated in accordance with this paragraph shall not be a national of any Contracting Party and shall serve as President.

(5) The Tribunal shall make its decision by a majority of votes and shall do so in writing by establishing the procedure.

(6) Each Contracting Party shall bear the costs of the arbiter it has designated and its representation in the arbitration proceedings. The President ' s expenses and other expenses shall be borne by the Contracting Parties equally unless otherwise agreed.

(7) The decisions of the Arbitral Tribunal shall be final and binding on both Parties.

Article 14

Final provisions

(1) Contracting Parties shall be notified in writing when the requirements for the entry into force of this Agreement have been fulfilled. This Agreement shall enter into force on the thirtieth (30th) day from the date of the last notification.

(2) This Agreement shall remain in force for a period of ten years. It will remain in force until one of the Contracting Parties notifies in writing a year in advance through diplomatic channels its decision to terminate it.

(3) With respect to investments made prior to the date of the notification of termination of this Agreement, the provisions of Articles 1 to 13 shall remain in force for an additional period of fifteen years from that date.

Made by duplicate in Buenos Aires on August 27, 1999, in the Spanish and English languages, both texts being equally authentic.