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(a) The Company’s and its Affiliates’ capital, property and assets shall not be expropriated except for public purposes or interest, and only in accordance with due process of law on a non-discriminatory basis, and with the condition of prompt, adequate and effective compensation by the State according to Applicable Law.
(b) The State will protect the Company’s and its Affiliates’ capital, ownership of structural and movable property, together with all rights and interests of the Company including the rights of exclusivity set out in Section 2.2 on or in connection with the Mining Area, from nationalization, confiscation, liquidation, or requisition, unless in accordance with Applicable Law and in each case subject to reimbursement for all resulting losses and costs incurred by the Company. Such assets may not be seized, impounded, sequestered, or disposed of by the State, or any instrumentality of the State, any authorized representative of the State, or the Local Government except in accordance with Applicable Law and an order of a court of competent jurisdiction.
(c) Neither the State nor any of its instrumentalities, agencies, authorized representatives, nor the Local Government, may interfere with the rights, interests, or activities of the Company on the Project Area or in any way connected with the Company, except where provided by the general Applicable Law or this Agreement.
(d) The State, its instrumentalities, agencies, and authorized representatives shall provide the Company an investment regime as favorable as that granted to the State legal entities and individuals and foreign investors involved in similarly situated mining operations.
(e) The State shall not do or cause to be done or permit any act, thing or omission whether legislative, executive or administrative which discriminates adversely and unfairly against the Company or the Project if it results, upon its application, in a deprivation of the full enjoyment of the rights granted or intended to be granted to the Company under this Agreement.

*For related provisions see 14.0 Fair and Economical Project Operation. For the MMDA’s provisions relating exclusively to tax stabilization and examples, see 13.2 Tax Stabilization Clause. Some of the below examples relate to stabilization.

Example 1
19.5 Expropriation.
Subject to Constitution of Country, the Government undertakes not to expropriate except upon payment of prompt and adequate compensation:

1. any Mining Plant, Infrastructure or other property of the Concessionaire to the extent used in, connected with or affecting Operations; or
2. Minerals the Mining of which is authorized under the Mining License(s) resulting from Operations or the Product(s) derived therefore; or
3. any equity, shares or ownership interests of whatever nature held in or issued by the Concessionaire.

19.6 Covenant of Quiet Enjoyment.
The Government hereby warrants, and defends the Concessionaire’s title to, possession and peaceful enjoyment of all rights granted to it by this Agreement, provided that the Government makes no warranty with respect to any claim that may arise out of any rights of third parties in the Contiguous Area with whom the Concessionaire has negotiated as described in Section 3.2.

Example 2
11. CHAPTER ELEVEN: PROTECTION OF FOREIGN INVESTMENT

11.1. All Foreign Investment made by the Investor and its Affiliates within the territory of Country shall enjoy the legal protection guaranteed by the Constitution, Foreign Investment Law, other laws and regulations and the international treaties to which Country is a party.
11.2. The Investor’s and its Affiliates’ capital, property and assets shall not be expropriated except for public purposes or interest, and only in accordance with due process of law on a non-discriminatory basis, and with the condition of full compensation by the Government according to the Foreign Investment Law, the Law on Land, the Minerals Law and any international treaties to which Country is a party.
11.3. Unless otherwise provided in international treaties to which Country is a party, the amount of compensation for the property expropriated shall be determined on the basis of the value of the property expropriated to be determined immediately prior to the expropriation, or notice of the expropriation becoming public, and shall be promptly paid in full.
11.4. The Investor and its Affiliates shall be entitled to conditions no less favorable than the conditions granted to domestic Country investors regarding the right to own, utilize and spend its investment.

Example 3
13. GENERAL STABILITY AND OPERATIONAL UNDERTAKINGS
GOVERNMENT undertakes that, during the Stability Period, it shall not in the case of:

13.1.1 legislation or regulations governing the regulation and management of companies, effect any changes thereto or to their application which would impose a requirement that the directors of COMPANY comprise a higher number of Country residents than that presently required by Section [x] of the Companies Act;
13.1.2 legislation or regulations governing the operation of mines or related activities but subject to Clause 12, effect any changes thereto or to their application which, individually or cumulatively, would have a Material Adverse Economic Effect;
13.1.3 regulations and procedures governing imports and exports within Country, effect any changes thereto or to their application which, individually or cumulatively, would have a Material Adverse Economic Effect;
13.1.4 legislation or regulations governing the terms and conditions of employment within Country, effect any changes thereto or to their application which would prevent COMPANY from:

(a) operating on a seven (7) days a week, twenty-four (24) hours a day, three hundred and sixty five (365) days a year basis; or
(b) negotiating with employees or relevant unions or engaging employees or terminating their contracts of employment in such a manner which would be likely to have a Material Adverse Economic Effect, individually or cumulatively.

GOVERNMENT further undertakes that, during the Stability Period, it shall not by general or special legislation or by administrative measures or decree or by any other action or omission whatsoever (other than an act of nationalisation such as is referred to in Clause 0) (“GOVERNMENT Action“) vary, amend, cancel or terminate this Agreement or the rights and obligations of the Parties under this Agreement, or cause this Agreement or the said rights and obligations to be varied, amended, cancelled or terminated, or prevent or hinder performance of this Agreement by any party thereto, provided always that this Agreement and the rights and obligations of the Parties under this Agreement may be varied, amended, cancelled or terminated as expressly provided herein. GOVERNMENT undertakes that COMPANY and its officers, directors, employees and shareholders shall be held free and made exempt from any GOVERNMENT Action or any change in the law of Country which would, but for such freedom or exemption, adversely affect COMPANY’s rights under, or COMPANY’s ability to comply with its obligations under, this Agreement.

In the event that the Parties disagree as to whether any action (including changes to any legislation, regulations or procedures specified in Clauses 13.1.2 to 13.1.4) will have a Material Adverse Economic Effect, any Party may refer the disagreement for determination in accordance with Clauses 19 and 21 but subject to Clause 22. In determining whether such changes would have a Material Adverse Economic Effect, regard shall be had to the individual and cumulative effect (whether adverse or beneficial) of such changes compared with the position at the Effective Date.

GOVERNMENT shall ensure (both during and after the Stability Period) that no law, statute, regulation or enactment shall be passed or made which would discriminate against COMPANY in respect of any such matters as are referred to in this Clause 13 or Clauses 0 or 0 or otherwise in its conduct of Normal Operations or any other circumstances under this Agreement when compared to other companies or joint ventures conducting similar operations in Country under large scale mining licences.

GOVERNMENT shall take such action as is required to ensure that its Agencies comply with the provisions of this Agreement applicable to GOVERNMENT.
Subject to compliance by COMPANY with:

13.1.5 all applicable legislation; and
13.1.6 this Agreement,

GOVERNMENT undertakes to issue and renew expeditiously all necessary licences and approvals required for Normal Operations within the confines of the Laws of Country and not to withdraw or change the terms of such licences and approvals or attach any onerous conditions to them without reasonable justification in view of the operations proposed.

Government hereby covenants that it shall not acquire compulsorily any assets of COMPANY or any interest in or over any property comprising the assets of COMPANY, except for public purposes under an Act of Parliament relating to the compulsory acquisition of property which provides for payment of compensation at fair market value as between an independent buyer and seller in respect thereof.

Example 4
10.2 Stabilization

a) In the event of changes in any Law, the provisions of which are more favorable to Licensee, then such provisions shall apply to the Licensee if Licensee so requests.
b) In the event there occurs any change in the legislation of the Government or local legislation (including provisions relating to imposts, duties, fees, charges, penalties, and tax related legislation) after the date of this Agreement, and if in Licensee’s sole and good faith opinion such change would have the effect of divesting, decreasing, or in any way limiting any rights or benefits accruing to Licensee under this Agreement or under current legislation, then the Parties shall, in good faith, negotiate to modify this Agreement so as to restore Licensee’s economic rights and benefits to a level equivalent to what they would have been if such change had not occurred.

Example 5
The State assures Company that it has no intention of expropriating any future Deposit or Mine nor of attaching any of their assets. However, if the circumstances or a critical situation demand such measures, the State recognizes that, according to international law, it will be liable to pay the affected interests rapid, just, and equitable compensation.

Example 6
Rights of Company Upon Expropriation.
If the STATE or any agency, department, branch or subdivision thereof, any provincial or local government or any national, provincial or local quasi- governmental body causes an Expropriation of the Mine, or any portion thereof, the STATE shall pay to Company compensation that is fair, just and appropriate in a manner that is prompt, adequate and effective. Any such Expropriation shall be for a public purpose, nondiscriminatory and in accordance with Law. The compensation to be paid by the STATE pursuant to this Section 7.14 shall be equal to the fair value of the Mine or the portion thereof subject to Expropriation, based upon the most recent annual and life-of-mine plans developed by Company prior to the

Expropriation and all other relevant circumstances, including the investment made by Company in the Mine, any penalties that may be incurred by Company as a result of such Expropriation, and additional resources not included in the most recent life-of-mine plan.

Example 7
The Government hereby warrants and defends the Company’s title to possession and peaceful enjoyment of all rights granted to it by this Agreement and all of its property in the Republic against expropriation, confiscation, condemnation, wrongful possession, and to the extent possible, destruction, disruption, or interference by any Person.

Example 8
Government hereby covenants that it shall not acquire compulsorily any assets of Company or any interest in or over any property comprising the assets of Company, except for public purposes under an Act of Parliament relating to the compulsory acquisition of property which provides for payment of compensation at fair market value as between an independent buyer and seller in respect thereof.

REFER TO MMDA DISCLAIMERS AND MMDA USER’S GUIDE
PRIOR TO ANY USE OF THIS DOCUMENT.

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