Zakon o ratifikaciji Okvirnega sporazuma med Republiko Slovenijo in Evropsko investicijsko banko o dejavnostih EIB v Sloveniji (MOSEIB)

FRAMEWORK AGREEMENT BETWEEN THE REPUBLIC OF SLOVENIA AND EUROPEAN INVESTMENT BANK GOVERNING EIB ACTIVITIES IN SLOVENIA

Ljubljana, 1st December 1997

Luxembourg, 15th December 1997

THE REPUBLIC OF SLOVENIA (hereinafter “Slovenia”) on the one part, and
    THE EUROPEAN INVESTMENT BANK (hereinafter “the Bank”), on the other part,
    Desiring generally to facilitate the granting of loans by the Bank for investment projects of interest to Slovenia, and for that purpose to extend certain protection to such projects and to ensure certain rights and privileges for the Bank,
    HAVE AGREED AS FOLLOWS:

Article 1

Definitions

For the purposes of this Agreement:

“beneficiary” means any person, whether a natural person or a person established under private or public law, receiving the benefit of financing provided by the Bank for any project, and includes a borrower from the Bank, a co-debtor, a guarantor or an owner of a project financed by the Bank;

“project” means any investment project, which the Bank finances directly or through an intermediary, and which satisfies the following criteria:

(i) it is located in, or its financing by the Bank is effected in or through, the territory of Slovenia, and
    (ii) the Government of Slovenia requests financing for it or acknowledges that the financing falls within the scope of this Agreement,
    where the Bank agrees to the financing on a date after the date of entry into force of this Agreement or expressly in expectation of its execution or entry into force;

“tax” means any tax, imposition, duty, levy, withholding or fiscal charge whatsoever, whether national, regional or local.

Article 2

Bank’s Activity

The Bank may freely pursue within the territory of Slovenia the activities envisaged by its Statute, including the borrowing of funds under the laws and regulations of Slovenia by means of all instruments permitted thereby. In particular it may, on the basis of its appraisal of a project, decide whether, and on what terms and conditions, to grant credit in support of it.

Article 3

Taxation of Bank

Interest and all other payments due to the Bank and arising out of activities envisaged by this Agreement, as well as the assets and revenues of the Bank connected with such activities, shall be exempt from tax. No activity of the Bank in the territory of Slovenia envisaged by this Agreement shall, of itself, render the Bank or its assets subject to tax.

Article 4

Currency Convertibility

Throughout the life of any financial operation concluded pursuant to Article 2 of this Agreement Slovenia shall:
    a) ensure: (i) that beneficiaries may convert into any fully convertible currency the amounts in the national currency of Slovenia necessary for the timely payment of all sums due to the Bank in respect of loans and guarantees in connection with any project; and (ii) that such amounts shall be freely, immediately and effectively transferable;
    b) ensure: (i) that the Bank may convert into any fully convertible currency the amounts in the national currency of Slovenia received by the Bank by way of payments arising in respect of loans and guarantees or any other activity and that the Bank may freely, immediately and effectively transfer the amounts so converted; or, at the Bank’s option, (ii) that it may freely dispose of such amounts within the territory of Slovenia

Article 5

Treatment of Projects

Slovenia shall ensure that projects financed by the Bank pursuant to this Agreement, as well as contracts awarded for the execution thereof, benefit, in respect of fiscal, customs and other matters, from treatment no less favourable than that which is accorded to projects or contracts financed by any international financial institution or accorded under any bilateral agreement in respect of such matters or under national legislation, whichever is the most favourable.
    Slovenia shall extend to each project full and constant protection and security against expropriation and strife insofar as is necessary to preserve the capacity of the project to generate income which is available to service the debt incurred in connection with the project.

Article 6

Public Tendering

The Bank may make its financing of projects conditional upon the arrangements for participation in tenders and other competitive procedures for the award of contracts being in accordance with the Bank’s rules and procedures in force from time to time.

Article 7

Bank Status and Treatment

The Bank shall enjoy full juridical personality in the territory of Slovenia, including in particular the capacity to contract, to acquire and dispose of movable and immovable property and to be party to legal proceedings in accordance with the laws and regulations of Slovenia determining the status and rights of subjects of International Law as well as in accordance with the principle of most favourable treatment.
    The Bank shall enjoy in respect of its activities in the territory of Slovenia the treatment accorded to the international institution which is most favoured in respect of any such activity or, if that is more favourable, the treatment accorded under any international agreement covering such activities.
    In particular, the Bank shall have free access to the national financial market in Slovenia, and its obligations and securities shall be treated on terms, including terms as to tax treatment, at least as favourable as those accorded to public bodies of Slovenia, including the State, and the most favoured international financial institution.

Article 8

Bank Privileges and Immunities

The assets of the Bank shall be exempt:
    (a) from search and all forms of expropriation;
    (b) from the levy or imposition of any measure of execution or distraint prior to the award of a final, unappealable judgement against the Bank, rendered by a court of competent jurisdiction.
    Representatives of the Bank, while they are engaged in activities envisaged by this Agreement, shall enjoy at least the following immunities and privileges:
    (a) immunity from legal and administrative proceedings in respect of acts performed by them in their official capacity, except in cases where the Bank waives such immunity;
    (b) diplomatic privileges and facilities accorded by Slovenia for official communications, for the transmission of documents and travel.

Article 9

Settlement of Disputes over Bank Financing

Slovenia undertakes, in respect of any dispute arising between the Bank and a beneficiary regarding the financing of a project: (i) to ensure that the courts of Slovenia have the authority to recognise a final decision delivered by due process by a court of tribunal of competent jurisdiction, including the Court of Justice of the European Communities or any national court of a member state of the EC; and (ii) to ensure the execution of any such decision in accordance with its applicable national rules and procedures.
    For the purposes of this Article 9, the term “project” includes all projects located in Slovenia and financed by the Bank.

Article 10

Subrogation

The rights conferred on the Bank by this Agreement may be enjoyed and exercised (i) by the Bank both in its own name and, to the extent that the EC has made payment to the Bank in respect of any guarantee or insurance concerning any loan concluded pursuant to this Agreement, as representative of the EC, or (ii) as the case may be, by the EC itself by virtue of a right os subrogation.

Article 11

Co-operation

Slovenia undertakes to inform the Bank in a timely manner of any measure or proposed measure on its part, or of any other circumstance, such as may be reasonably expected to affect materially the rights and interests of the Bank under this Agreement.

Article 12

Settlement of Disputes over this Agreement

Any dispute, disagreement, controversy or claim (together referred to as a “dispute”) arising in connection with the existence, validity, interpretation, implementation or termination of this Agreement shall to the extent possible be settled by agreement between Slovenia and the Bank.
    If the dispute cannot be amicably settled by Slovenia and the Bank within 60 days of the notification of the dispute by either of those parties, the dispute shall be submitted by either party for a final and binding decision of the Court of Justice of the European Communities.
    The submission of a dispute to that Court does not imply the waiver by either party of any privilege or right of immunity from execution under aplicable law.

Article 13

Entry into force

This Agreement shall enter into force upon the day following date on which the Bank confirms to the Government of Slovenia its receipt of (i) a certified copy of the latter’s instrument of ratification or other instrument mutually agreed between Slovenia and the Bank and (ii) a legal opinion acceptable to the Bank and signed by the Minister of Justice of Slovenia as to the legal force of this Agreement.
    Notwithstanding the above, all clauses of this Agreement will be applicable to any activity carried out by the Bank within the territory of Slovenia after the date of execution of this Agreement.

Article 14

Expiry

The Bank may by notice to Slovenia release it from all or any of its obligations under this Agreement. Unless otherwise stated, the giving of any such notice shall not affect the rights and interests acquired by the Bank in respect of projects and financial operations outstanding at the date of the notice.

Article 15

Address for Communications

The parties agree that any communication arising in the course of the operation of this Agreement may be addressed to their respective addresses set out as follows:

For Slovenia:   Ministry of Finance,
                Zupanciceva 3,
                SLO-1502
                Slovenia;
For the Bank:   100, Boulevard Konrad Adenauer
                L-2950, Luxembourg.

IN WITNESS WHEREOF the undersigned, duly authorised thereto, have signed the present Agreement in the English language, in three originals, each page having been initialled by Ms Meta BOLE on behalf of the Republic of Slovenia and by Mr Marco PADOVAN on behalf of the Bank.

This 1st day of December, 1997, at Ljubljana
    This 15th day of December, 1997, at Luxembourg