Law n ° 2012-06 of 2 February 2012 authorizing the
President of the Republic to ratify the Agreement between the Government of the Republic of
Senegal and the Government of the State of Kuwait on the Encouragement and Reciprocal Protection of Investments, signed in Dakar on 25 July 2009

EXPOSE REASONS

Considering the major role played by investments in the economic development of their countries and based on the excellence of the age-old relations that guide their cooperation, the Government of the Republic of Senegal and the Government Of the State of Kuwait signed, in Dakar, on 25 July 2009, an Agreement on the mutual promotion and protection of investments.

This Agreement reinforces the already rich legal framework for cooperation between the two countries in order to strengthen their economic partnership. Indeed, the objective of this Agreement is to create a climate conducive to increased investment in both countries.

To this end, both Parties agreed, on the one hand, to establish the National Treatment and the Nation's Clause.
More favoured and, on the other hand, to make appropriate compensation for damage or loss, but also
Take appropriate measures in the event of nationalization or expropriation.

The National Treatment and the Most-Favoured-Nation Clause invite each Party to grant the other a regime that is no less favourable than the one it grants to its own investors or to investors in the third-party state. The use, management, conduct, expansion, sale and other activities related to investments.

However, prompt and adequate compensation shall be provided where investments by a national of one of the Parties in the territory of the other are subject to damage or loss as a result of war, national emergency, A revolt of public disorder or similar situations.

With regard to measures of nationalization or expropriation, they must be duly justified by the general interest and shall be followed by fair and equitable compensation to the investor whose investments have been the subject of such Measures.

Investment disputes that arise between the Parties could be settled either through negotiation, where appropriate, to an ad-hoc arbitration tribunal, or to the International Court of Justice (ICJ).

This Agreement, concluded for a term of thirty (30) years renewable by tacit renewal, shall enter into force, in accordance with
The provisions of Article 13, the thirtieth day after the
Date of receipt of the last of the notifications informing the Parties of the internal constitutional formalities required for this purpose.

This Agreement with Kuwait is in line with the strengthening of the already old cooperation that Senegal has with
Gulf countries. Its ratification will allow Senegal to increase its attractiveness to Kuwaitis investors, a sign of the excellence of the relationship that characterizes their partnership.

This is the economy of this bill.

The National Assembly adopted, at its meeting on Friday, 10 June 2011:

The Senate adopted, at its sitting on Monday, 23 January 2012;

The President of the Republic enacts the following legislation:

Article 1. - The President of the Republic is authorized to ratify the Agreement between the Government of the Republic of Senegal and the Government of the State of Kuwait on Encouragement and Protection
Reciprocal investment, signed in Dakar on
July 25, 2009.

This Law shall be enforced as the law of the State.

Done at Dakar, February 2, 2012

Abdoulaye WADE.

By the President of the Republic:

The Prime Minister,
Souleymane NDene NDIAYE

AGREEMENT
BETWEEN THE GOVERNMENT
FROM THE PUBLIC OF THE SENEGAL
AND THE STATE GOVERNMENT
FROM KUWAIT
ENCOURAGEMENT AND MUTUAL PROTECTION OF INVESTMENTS

The Government of the Republic of Senegal and the Government of the State of Kuwait, (hereinafter referred to as the " Parties ");

Desiring to create favourable conditions for
Development of economic cooperation between their two countries and in particular investment by investors of one of the Parties in the territory of the other Party;

Acknowledging that the encouragement and reciprocal protection of such investments could help to stimulate private enterprise initiatives and increase prosperity in the territories of the two States Parties;

HAVE AGREED AS FOLLOWS:

Article 1:

Definitions

For the purposes of this Agreement:

1. The Tern " Investment " Means all types of assets held or controlled directly or
Indirectly by an investor of a State Party in the territory of the other State Party, in accordance with the laws and regulations of that State Party.

The term " Investment " Designate, in particular and not exclusively:

(a) Shares, shares and obligations of a company and any other form of participation in a company, and other forms of interest
Debtors in a company, and other claims, loans and securities issued by any investor of a State Party;

(b) Monetary claims, or claims against any obligation and benefit under a contract of economic value;

(c) Intellectual property rights, in particular copyright, patents, model patents and models, models filed, technical processes, know-how, trade secrets, trade names and the fund Commercial;

(d) rights granted by law or contract, or by virtue of rights or permits granted by
The law, including rights relating to the prospecting, extraction or exploitation of resources
And the rights to undertake other economic or commercial activities, or
Render services;

(e) tangible, intangible, movable and immovable property, as well as any other related real rights such as the lease, mortgages, privileges or suretyship.

The term " Investment " Also applies to " Income " Retained for reinvestment purposes and for the products of " Liquidations " In the meaning referred to in this Agreement.

Any change in the form in which the assets or rights are invested where reinvested does not affect their investment character.

2. The term " Investor " In the case of either State Party:

(a) any natural person possessing the nationality or citizenship of that State, in accordance with its applicable laws;

(b) the Government of that State;

(c) any legal person incorporated or organized under the laws and regulations of that State, such as institutions, development funds, agencies, foundations and other institutions and statutory authorities, as well as corporations.

3. The term " Company " Means any legal person incorporated for profit or other purposes, private or public property or under private or public control, constituted in accordance with the law applicable in a State Party, including a corporation, a trust, a Partnership, an individual enterprise, a subsidiary, a joint venture, an association or any other similar organization.

4. The term " Income " Refers to amounts produced
By an investment, without regard to their form of payment and includes in particular profits,
Interest, capital gains, dividends, royalties, other remuneration relating to the management, management, technical assistance, or other payments or rights, and payments in natures, not dependent on the type.

5. The term " Liquidation " Means any assignment
For the purpose of giving up all or part of an investment.

6. The term " Territory " Means the territory of a State Party, including any area beyond the
Territorial sea and which, in accordance with international law, has been or may be considered, under the laws of a State Party, as an area on which that State may exercise its jurisdiction or sovereign rights.

7. The expression " Freely convertible currency "
Means any currency that the International Monetary Fund determines, from time to time, as a freely usable currency, in accordance with the statutes of the International Monetary Fund and any amendment thereto.

8. The term " Without delay " Refers to a period as normally required for the completion of the formalities necessary for the transfer of payments. The said period begins on the day on which the request for the transfer has been submitted and cannot in any case exceed one month.

Article 2. - Promotion and Protection
Investments

Each Party undertakes, in accordance with its general policy on foreign investment, to encourage investment in its territory by investors of the other Party, and, by virtue of the right of exercise of its powers By its laws, to admit such investments.

(2) Each Party shall accord at all times fair and equitable treatment to the investments of investors of the other Party, who shall enjoy in its territory total protection and security, in accordance with
The recognized principles of international law and the provisions of this Agreement. No State Party
Cannot in any way interfere with
Abusive or discriminatory measures, the management, maintenance, use, enjoyment or transfer
Investment in its territory, the activities of investors of the other State Party. Each Party
Respects any undertaking that it may have entered into with respect to the investments of investors of the other Party.

3. Once established, the investments of investors of either Party shall not be subject to
Additional performance requirements that may affect their viability or compromise their use, management, conduct, operation, expansion, sale or other disposition.

Article 3. - National Treatment and Clause
Most-Favoured Nation

1. With regard to the use, management, conduct, operation, expansion, sale and other provisions of investments made in the territory of a State Party by investors of the other State Party, each Of the Party grants treatment no less favourable than that
It accords, in similar situations, to its own investors or to investors of any third country, depending on the treatment most favourable to these investments.

(2) However, the provisions of this Article shall not be construed as obliging a State Party to grant to investors of the other State Party the benefits of any treatment, preference or privilege arising therefrom:

(a) a customs union, an economic union, a free trade area or a monetary union
Or other forms of economic cooperation
Regional or other similar international agreements to which either State Party is or may
Become a party;

(b) any international agreement or arrangement,
Regional, bilateral or other similar agreement, or any national legislation relating exclusively or essentially to taxation.

Article 4. - Compensation
In the case of damage or loss

Except where Article 6 applies, an investor of one of the States Parties whose investments in the territory of the other State Party have suffered losses as a result of war or other armed conflict, of a national state of emergency, of a Rebellion, disturbances of public order, insurrection, riot or any other similar event in the territory of the other State Party, shall benefit from the latter, in respect of restitution, compensation, Compensation or any other regulation, of a treatment no less favourable than that accorded by that State to its own investors or to those of a third country,
The most favourable treatment of the embearing.

Payments for compensation may be freely transferred without undue delay.

2. Subject to the provisions of paragraph 1 of this article, the investor of one of the States Parties which, in any of the events referred to in that paragraph, has suffered losses in the territory of the other State Party by:

(a) the requisition of all or part of its property by the forces or authorities of the latter;

(b) the destruction of all or part of his property by the forces or authorities of the latter, for a cause other than an armed confrontation or not required by the situation,
Benefit from fair and adequate compensation or compensation for the most favourable treatment.

Article 5. - Nationalization or Expropriation

(a) Investments made by investors of one of the States Parties in the territory of the other State Party shall not be subject to nationalization, expropriation, dispossession or measures
Direct or indirect having an effect equivalent to nationalization, expropriation and dispossession (hereinafter collectively referred to as " Expropriation " By the other State Party, except for reasons of public utility relating to the internal needs of the State Party
And on payment of compensation
Prompt, adequate and effective and subject to
Such measures shall be taken on a non-discriminatory basis and in accordance with the application
Of the law.

(b) Such compensation is equal to the actual value
The expropriated investment and is determined and calculated in accordance with the internationally recognised principles of the valuation on the basis of the fair market value of the nationalised or expropriated investment just before the measure of Nationalization or expropriation has not been taken, or the imminent nationalization or expropriation is publicly known, whichever comes first
(hereinafter referred to as " Valuation date ". Ladite
Compensation is calculated in a free currency
Convertible to be selected by the investor, on the basis of the market exchange rate prevailing for that currency on the valuation date and includes an interest at a commercial rate fixed on the basis of the rate of
Market, however under no circumstances at a lower rate
Or equivalent to the prevailing LIBOR interest rate, from the date of the expropriation to the date
Payment.

2. For greater certainty, nationalization or expro-priation includes situations in which the State Party
Expropriates the assets of a company or company established or established under the laws in force in its own territory where an investor of the other State Party has an investment, including by ownership of shares, of securities, Obligations or other rights or interests.

For the purposes of this Agreement, the term " Nationalization or expropriation " Also refers to interventions or regulatory measures adopted by a
A State Party which has an effect of nationalization or expropriation, in so far as its effect gives rise to the deprivation of the investor of its property, of
Its control or substantial profits from its
Investment or may result in the loss or damage to the economic value of the investment, such as the freezing or blocking of investment, the imposition of arbitrary or excessive taxes on investment, the sale of Forced
All or part of the investment, or other comparable measures.

Article 6. - Transfer Payments
Investment-related

1. Each State Party shall guarantee to investors of the other State Party the free transfer of investment and
Payments on its territory and out of territory
Of this one.

2. Transfers of payments under paragraph 1 shall be made without delay and without restrictions and, except in the case of payment in kind, in a freely convertible currency. In the event of a delay in the transfers provided for in this Article, the affected investor shall also collect interest at the legal rate in force.

Article 7. - Subrogation

1. Where one of the States Parties or an institution designated by the State Party makes a payment to the
Compensation, a guarantee for an investment that an investor has made in the territory of the other State Party ("the host State") , the host state recognizes:

(a) The assignment, to the compensating Party, whether under the law or in accordance with a legal transaction, any right or receivable arising out of such an investment;

(b) the right of the compensating Party to exercise all such rights and to assert such claims and to assume all obligations relating to investment under subrogation.

2. The compensating Party shall have the right, in all circumstances, to the same treatment in respect of:

(a) the rights and receivables acquired and the obligations assumed by it under the assignment referred to in paragraph 1 above;

(b) any payments received in accordance with these rights and claims, and that the original investor has been authorized to receive under this Agreement in respect of the investment concerned.

Article 8. - Dispute Settlement
Between a State Party and an investor

1. Any dispute which may arise between a State Party and an investor of the other State Party concerning an investment made in the territory of the latter shall, to the extent possible, be settled amicably.

(2) If such a dispute cannot be resolved within six months of the date on which one of the Parties to the dispute has requested a friendly settlement by written notification to the other Party, the dispute shall be governed by a Choice of investor Party to the dispute, by one of the following means:

(a) in accordance with the previously agreed upon dispute settlement procedures;

(b) in international arbitration, in accordance with the following paragraphs of this Article.

3. In the event an investor chooses to submit the dispute to international arbitration, the investor must give written consent for the submission of the dispute to one of the following:

(a) (1) At the International Centre for Regulation
Investment Litigation (ICSID) created by
The Dispute Settlement Agreement
Investments between States and nationals of other States, open for signature in Washington DC on 18 March 1965, if both Parties have acceded to the Convention;

(2) in the event that this condition is not met, each State Party accepts that the dispute can be settled according to the rules of the Additional Facility for the Administration of Procedures by the
ICSID Secretariat;

(b) an arbitral tribunal established in accordance with the Arbitration Rules (" Regulation ") The United Nations Commission on International Trade Law (UNCITRAL), since that regulation may be amended by the Parties to the dispute (the appointing authority referred to in Article 7 of the Rules of Procedure is the Secretary General of the Centre);

(c) an arbitration tribunal established in accordance with
The Arbitration Rules of any institution
Mutually agreed arbitration between the Parties to the dispute.

4. Notwithstanding the fact that the investor may have submitted a dispute to the binding arbitration provided for in paragraph 3, he may, before the commencement of the arbitral proceedings or in the course of the proceedings, search the courts or Of the State Party which is a party to the dispute, a decision for the preservation of its rights and interests, provided that the said measure does not include any payment of damages.

5. In any judicial, arbitral or other proceeding, or in any application of any kind
Decision or judgment concerning a dispute concerning investments between a State Party and an investor of the other State Party, that State Party shall not, as a defence, claim its sovereign immunity. No counterclaim or right of compensation may be based on the fact that the investor concerned
Has received or will receive, in accordance with an insurance contract, compensation or any other
Compensation for any part of its alleged damage by any third party, whether public or private, including another State Party and its dismemberments, agencies or other
Public structures.

6. Once an investor has submitted the dispute to the national courts of the Party concerned, or to international arbitration, the choice of
Or the other of these procedures remains final.

The resulting international arbitral awards shall be final and binding on the Parties to the dispute.

Article 9. - Dispute Settlement
Between States Parties

(1) States Parties shall, as far as possible, settle any dispute concerning the interpretation or application of this Agreement through consultations or other diplomatic channels.

2. If the dispute has not been settled within six months of the date on which such consultations or other diplomatic channels have been requested by one of the States Parties and, unless the States Parties otherwise decide in writing, Each State Party may, by written notification to the other State Party, submit the dispute to an ad hoc arbitration tribunal in accordance with the following provisions of this Article.

(3) The arbitral tribunal shall be composed as follows: each State Party shall appoint a member, and these two members shall accord to a third-party national as Chairman of the arbitration tribunal to be appointed by the two States Parties. These two members will be appointed within two months, and the President within four months from the date on which one of the States Parties has informed the other State Party of its intention to submit the dispute to a court Of arbitration.

4. If the time limits specified in paragraph 3 above
Have not been respected, each State Party may, in the absence of any other arrangement, invite the
President of the International Court of Justice to make the necessary appointments. If the
The President of the International Court of Justice shall be a national of one of the States Parties or if he is unable to perform that function, the
Vice-President of the International Court of Justice will be invited to make the necessary appointments. If the Vice-President of the International Court of
Justice is a national of one of the States Parties or if it is also unable to carry out this function, the member of the oldest International Court of Justice who is not a national
One of the States Parties shall be invited to make the necessary appointments.

(5) The arbitral tribunal shall take its decision by a majority of the votes, in accordance with this Agreement and the recognized rules of international law as applicable. The Decision shall be final and binding on both States Parties. Each State Party shall bear the costs of the member of the arbitration tribunal appointed and the costs of its representation in the proceedings
Of arbitration. The expenses of the President and all other costs of arbitration proceedings shall be borne equally by the two States Parties. However, the arbitral tribunal may, in its sole discretion, decide that a higher proportion of all costs shall be borne by one of the States Parties. In all other respects,
The arbitration tribunal will determine its own
Procedure.

Article 10. - Relationships
Between States Parties

The provisions of this Agreement shall apply without regard to the existence of diplomatic or consular relations between the States Parties.

Article 11. - Application of other Rules

If the legislation of either State Party or its obligations under existing or subsequently formulated international law between the States Parties, in addition to this Agreement, contain rules, general or special, Giving the right to investment by investors of the other State Party, to receive more favourable treatment than that provided for in this Agreement, these rules, to the extent that they are more favourable to the investor, prevail over the Agreement.

Article 12. - Scope of the Agreement

This Agreement shall apply to all investments established before or after the entry into force of this Agreement by investors of one of the States Parties in the territory of the other State Party.

Article 13. - Entry into force

Each State Party shall notify in writing the date on which the constitutional requirements of the entry into force of this Agreement have been complied with, and this Agreement shall enter into force on the thirtieth day after the date of receipt of the last Notification.

Article 14. - Duration and Denunciation

This Agreement shall remain in force for a period of thirty (30) years from the date of
Date of notification of completion of the legislative formalities and shall continue to be in force after, for a similar period or periods, unless one or the other State Party notifies, in writing, at least one year before the expiry of the Initial period or any subsequent period, to the other State Parie intends to denounce it.

2. In view of the investments made before the date of notification of the denunciation of this
Agreement, the provisions of this Agreement shall remain in force for a period of twenty (20) years from the date of denunciation of this Agreement.

In witness whereof, the Plenipotentiaries duly authorized by their respective Governments have signed this Agreement.

Done at Dakar, on July 25, 2009, in two originals, in the French, Arabic and English languages,
Both texts being equally authentic. In the event of a discrepancy in the interpretation, the English version shall prevail.

For the Government
Of the Republic of Senegal

The Minister of State,
Minister of Foreign Affairs,

Dr. Cheikh Tidiane GADIO

For the Government
Of the State of Kuwait

The Minister of Finance,

Mustafa Jassim AL Shamali