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Source(s) of the information:

Lawyers, other representatives, expert(s), tribunal’s secretary

Award

A: SELECTED ABBREVIATIONS

Arbitration Rules ICSID Rules of Procedure for Arbitration Proceedings (2006)
BIT or Treaty Agreement on the Reciprocal Promotion and Protection of Investments between the Kingdom of Spain and the Arab Republic of Egypt, signed on 3 November 1992 and entered into force on 26 April 1994
BCM or bcm Billion cubic meters
Bcma or bcma Billion cubic meters per annum
C-[#] Claimant's Exhibit
CL-[#] Claimant's Legal Authority
Cl Mem Merits Claimant's Memorial on the Merits dated 7 August 2015
Cl CM Jur Claimant's Counter-Memorial on Jurisdiction dated 13 June 2016
Cl Obj Bif Claimant's Objection to Bifurcation dated 22 December 2015
Cl Rej Bif Claimant's Rejoinder on Bifurcation dated 5 February 2016
Cl Rep Merits Claimant's Reply Memorial on the Merits dated 7 October 2016
Cl Rej Jur Claimant's Rejoinder on Jurisdiction and Admissibility dated 16 January 2017
ClSoC Claimant's Statement of Costs dated 17 May 2017
COS Claimant's Opening Statement
Damietta Plant The gas liquefaction plant in Damietta, Egypt
EATCO Egyptian Arab Trading Company
EGAS Egyptian Natural Gas Holding Company
EGPC Egyptian General Petroleum Corporation
ENI Eni S.p.A.
ENPPI Engineering for the Petroletun & Process Industries
ER# First, Second, etc. Expert Report
GASCO Egyptian Natural Gas Company
GNF Gas Natural Fenosa
Hearing Healing on Jurisdiction and the Merits held on 6 to 11 March 2017
IBA Rules The IBA Rules on Taking of Evidence in International Arbitration (29 May 2010)
ICSID or the Centre International Centre for Settlement of Investment Disputes
ICSID Convention Convention on the Settlement of Investment Disputes Between States and Nationals of Other States dated 18 March 1965
ILC Articles Articles on Responsibility of States for International Wrongful Acts of the International Law Commission
[REDACTED] [REDACTED]
LNG Liquefied Natural Gas
NG Natural Gas
MBtu or MMBtu or MMBTU Million British Thermal Units
R-[#] Respondent's Exhibit
RL-[#] Respondent's Legal Authority
Resp CM Merits Respondent's Counter-Memorial on the Merits dated 13 June 2016
Resp Obj Jur & Req for Bif Respondent’s Memorial on Objections to Jurisdiction and Request for Bifurcation dated 25 November 2015
Resp Rej Merits Respondent's Rejoinder on the Merits dated 16 January 2017
Resp Rep Bif Respondent's Reply Memorial on Bifurcation dated 18 January 2016
Resp Rep Jur Respondent's Reply Memorial on Objection to Jurisdiction and Admissibility dated 7 October 2016
Resp SoC Respondent Statement of Costs dated 17 May 2017
RfA Request for arbitration dated 14 February 2014
ROS Respondent's Opening Statement
SEGAS Spanish-Egyptian Gas Company S.A.E.
SPA Natural Gas Sale and Purchase Agreement between Egyptian General Petroleum Corporation, as "Seller", and Unión Fenosa Desarrollo y Acción Exterior, S.A., as "Buyer", dated 1 August 2000
Tr. Day [#] [page] Transcript of the Hearing - day and page
Tribunal The Arbitral Tribunal constituted on 8 December 2014
Unión Fenosa Unión Fenosa, S.A.
UFACEX Unión Fenosa Desarrollo y Acción Exterior, S.A.
UFG or UFGas Unión Fenosa Gas, S.A.
UFGC Unión Fenosa Gas Comercializadora, S.A.
UFI (previously UFACEX) Unión Fenosa Internacional, S.A.
WS# First, Second, etc. Witness Statement

B: SELECTED LEGAL MATERIALS

Short Name Full Name Exhibit Number
AAPL v. Sri Lanka Asian Agricultural Products Limited v. Republic of Sri Lanka, ICSID Case No. ARB/87/3), Award. 27 June 1990 CL-0098
Accession v. Hungary Accession Mezzanine Capital L.P. and Danubius Kereskedohaz Vagyonkezelo Zrt. v. Hungary, ICSID Case No. ARB/12/3. Decision on Respondent’s Notice of Jurisdictional Objections and Request for Bifurcation, 8 August 2013 RL-0052
ADC v. Hungary ADC Affiliate Limited and ADC &ADMC Management Limited v. The Republic of Hungary, ICSID Case No. ARB/03/16, Award. 2 October 2006 CL-0095
Alex Genin v. Estonia Alex Genin, E. Credit Limited, Inc. and A.S Baltoil v. The Republic of Estonia, ICSID Case No. ARB/99/2, Award. 25 June 2001 CL-0151
Alpha v. Ukraine Alpha Projektholding GmbH v. Ukraine, ICSID Case No. ARB/07/16. Award. 8 November 2010 CL-0061
Alps Finance and Trade v. Slovak Republic Alps Finance and Trade AG v. The Slovak Republic, UNCITRAL. Award. 5 March 2011 RL-0140
Amco v. Indonesia Amco Asia Corporation and others v. Republic of Indonesia, ICSID Case No. ARB/81/1 (resubmitted case). Decision on Jurisdiction, 10 May 1988 RL-0048
Amco v. Indonesia Amco Asia Corporation and others v. Republic of Indonesia, ICSID Case No. ARB/81/1. Decision on Jurisdiction. 25 September 1983 CL-0131
Amoco v. Iran Amoco International Finance Corporation v. The Government of the Islamic Republic of Iran National Iranian Oil Company, National Petrochemical Company and Kharg Chemical Company Limited, Case No. 56, Partial Award No. 310-56-3. 14 July 1987 CL-0097
Ampal v. Egypt Ampal-American Israel Corp. v. Arab Republic of Egypt, (ICSID Case No. ARB/12/11), Decision on Liability and Heads of Loss. 21 February 2017 CL-0273
Anatolie Stati v. Kazakhstan Anatolie Stati et al. v. Republic of Kazakhstan, SCC Arbitration No. 116/2010, Award. 19 December 2013 CL-007
Apotex v. United States Apotex Holdings, Inc. and Apotec Inc. v. United States of America, ICSID Case No. ARB(AF)/12/1. Procedural Order Deciding Bifurcation and Non-Bifurcation. 25 January 2013 CL-0112
Apotex v. United States Apotex Holdings, Inc. and Apotex Inc. v. United States of America, ICSID Case No. ARB(AF)/12/1. Award. 25 August 2014 RL-0047
Arif v. Moldova Mr. Franck Charles Arif v. Republic of Moldova, ICSID Case No. ARB/11/23, Award. 8 April 2013 CL-0129
AWG v. Argentina AWG v. Argentina. UNCITRAL, Decision on Liability, 30 July 2010 CL-0200
Azurix v. Argentina Azurix Corp. v. The Argentine Republic, ICSID Case No. ARB/01/12, Decision on Jurisdiction, 8 December 2003 CL-0133
Azurix v. Argentina Azurix Corp. v. The Argentine Republic, ICSID Case No. ARB/01/12, Award. 14 July 2006 CL-0010
Azurix v. Argentina Azurix Corp. v. The Argentine Republic. ICSID Case No. ARB/01/12, Decision on the Application for Annulment of the Argentine Republic, 1 September 2009 CL-0099
Bayindir v. Pakistan Bayindir Insaat Turizm Ticaret Ve Sanayi A.S. v. Islamic Republic of Pakistan. ICSID Case No. ARB/03/29, Decision on Jurisdiction, 14 November 2005 CL-0161 RL-0072
Bayindir v. Pakistan Bayindir Insaat Turizm Ticaret Ve Sanayi A.S. v. Islamic Republic of Pakistan. ICSID Case No. ARB/03/29, Award, 27 August 2009 CL-0086
Bernardus Henricus v. Zimbabwe Bernardus Henricus Funnekotter and others v. Republic of Zimbabwe, ICSID Case No. ARB/05/6. Award. 22 April 2009 CL-0104
BG Group v. Argentina BG Group Plc v. The Republic of Argentina, UNCITRAL. Award. 24 December 2007 CL-0036
Biwater v. Tanzania Biwater Gauff (Tanzania) Ltd. v. United Republic of Tanzania, ICSID Case No. ARB/05/22. Award. 24 July 2008 CL-0014
Bogdanov v. Moldova Iurii Bogdanov et al. v. Republic of Moldova, SCC Case Award. 22 September 2005 CL-0035
Bogdanov v. Moldova Yuri Bogdanov and Yulia Bogdanov v. The Republic of Moldova, SCC Case No. V091/2012, Final Award. 16 April 2013 CL-0088
Bosnian Genocide Case Case Concerning Application of The Convention On The Prevention And Punishment Of The Crime Of Genocide (Bosnia And Herzegovina v. Serbia And Montenegro), Judgment, I.C.J. Reports 2007, p.43 RL-0049
Bureau Veritas v. Paraguay Bureau Veritas, Inspection, Valuation, Assessment and Control, BIVAC B. V. v. The Republic of Paraguay. ICSID Case No. ARB/07/9, Further Decision on Objections to Jurisdiction, 9 October 2012 RL-0043
Burlington v. Ecuador Burlington Resources Inc. v. Republic of Ecuador, ICSID Case No. ARB/08/5, Decision on Jurisdiction, 2 June 2010 CL-0058
Burimi v. Albania Burimi S.R.L. and Eagle Games SH.A. v. Republic of Albania. ICSID Case No. ARB/11/18, Procedural Order No. 1 and Decision on Bifurcation. 18 April 2012 CL-0119
BCB v. Belize British Caribbean Bank Limited (Turks & Caicos) v. Belize, PCA Case No. 2010-18/BCB-BZ, UNCITRAL. Award. 19 December 2014 CL-0236
Camuzzi v. Argentina Camuzzi International SA. v. The Argentine Republic, ICSID Case No. ARB/03/2, Decision on Objections to Jurisdiction. 11 May 2005 CL-0162
Caratube v. Kazakhstan Caratube International Oil Company LLP v. Republic of Kazakhstan, ICSID Case No. ARB/08/12, Award. 5 June 2012 RL-0063
Cargill v. Mexico Cargill, Incorporated v. United Mexican States, ICSID Case No. ARB(AF)/05/2, Procedural Order No. 3. 18 July 2007 CL-0118
Cementownia v. Turkey’ Cementownia "Nowa Huta " S.A. v. Republic of Turkey’, ICSID Case No. ARB(AF)/06/2, Award. 11 September 2009 RL-0023
Champion Trading v. Egypt Champion Trading Company and Ameritrade International, Inc. v. Arab Republic of Egypt, ICSID Case No. ARB/02/9, Decision on Jurisdiction, 21 October 2003 CL-0240
Chevron v. Ecuador Chevron Corp, and Texaco Petrol. Corp. v. Ecuador. PCA Case No. AA277, Interim Award. 1 December 2008. Paragraphs 86. 163-4 CL-171
CSOB v. Slovakia Ceskoslovenska Obchodini Banka, A.S. v. The Slovak Republic. ICSID Case No. ARB/97/4; Decision of the Tribunal on Objections to Jurisdiction, 24 May 1999 CL-0002 CL-0174
CME v. Czech Republic CME Czech Republic B. V. v. The Czech Republic, Partial Award. 13 September 2001 CL-0029
CMS v. Argentina CMS Gas Transmission Company v. The Argentine Republic, ICSID Case No. ARB/01/8. Award. 12 May 2005 CL-0076
CMS v. Argentina CMS Gas Transmission Company v. The Republic of Argentina, ICSID Case No. ARB/01/8, Decision of the Tribunal on Objections to Jurisdiction, 17 July 2003 CL-0152 RL-0071
CMS v. Argentina CMS Gas Transmission Company v. The Republic of Argentina, ICSID Case No. ARB/01/8. Decision on Annulment. 25 September 2007 RL-0162
Compañía de Aguas v. Argentina Compañía de Aguas del Aconquija S.A. and Vivendi Universal S.A. v. Argentine Republic, ICSID Case No. ARB/97/3. Award, 20 August 2007 CL-0021
Compañía de Aguas v. Argentina Compañía de Aguas del Aconquija SA and Vivendi Universal v. Argentine Republic, ICSID Case No. ARB/97/3. Decision on Annulment. 3 July 2002 RL-0032
Compañía del Desarrollo v. Costa Rica Compañía del Desarrollo de Santa Elena S.A. v. Republic of Costa Rica, ICSID Case No. ARB/96/1. Award, 17 February 2000 CL-0100
Continental Casualty v. Argentina Continental Casualty Company v. The Argentine Republic, ICSID Case No. ARB/03/9, Award. 5 September 2008 CL-0049 CL-0103
Corn Products v. Mexico Corn Products International, Inc. v. The United Mexican States, ICSID Case No. ARB(AF)/04/01, Decision on Responsibility, 15 January 2008 CL-0078
Deutsche Bank v. Sri Lanka Deutsche Bank AG v. Democratic Socialist Republic of Sri Lanka, ICSID Case No. ARB/09/02, Award. 31 October 2012 CL-0074
Duke Energy v. Ecuador Duke Energy Electroquil Partners and Electroquil S.A. v. Republic of Ecuador, ICSID Case No. ARB/04/19. Award. 18 August 2008 CL-0018
Dow Chemical France Dow Chemical France, the Dow Chemical Company and others v. ISOVER Saint Gobain, ICC Case No. 4131. Interim Award. 23 September 1982, Paragraph 136 CL-0210
Maffezini v. Spain Emilio Agustin Maffezini v. The Kingdom of Spain, ICSID Case No. ARB/97/7, Decision on Jurisdiction. 25 January 2000 CL-0066
Maffezini v. Spain Emilio Agustin Maffezini v. The Kingdom of Spain, ICSID Case No. ARB/97/7, Award. 13 November 2000 CL-0070
Eastern Sugar v. Czech Republic Eastern Sugar B. V. (Netherlands) v. The Czech Republic, SCC Case No. 088/2004. Partial Award. 27 March 2007 CL-0090
EDF International v. Argentina EDF International S.A., SAUR International S.A. and León Participaciones Argentinas S.A. v. Argentine Republic. ICSID Case No. ARB/03/23, Award. 11 June 2012 CL-0158
EDF (Services) v. Romania EDF (Services) Limited v. Romania, ICSID Case No. ARB/05/13, Award. 8 October 2009 CL-0038
El Paso v. Argentina El Paso Energy International Company v. The Argentine Republic, ICSID Case No. ARB/03/15, Award, 31 October 2011 CL-0075
Emmis v. Hungary Emmis International Holding, B. V, Emmis Radio Operating, B. V, MEM Magyar Operating Media Kereskeldemi Es Szolgaltato Kft v. Hungary, ICSID Case No. ARB/12/2, Decision on Respondent’s Application for Bifurcation, 13 June 2013 RL-0051
Encana Corp. v. Ecuador EnCana Corporation v. Republic of Ecuador, LCIA Case No. UN 3481, Award, 3 February 2006 CL-0015
Enron v. Argentina Enron Corp. & Ponderosa Assets, L.P. v. Argentine Republic. ICSID Case No. ARB/01/3, Award, 22 May 2007 CL-0079
Eureko v. Poland Eureko v. Poland. Ad hoc Arbitration. Partial Award, 19 August 2005 CL-0031
Europe Cement v. Turkey Europe Cement Investment & Trade S.A. v. Republic of Turkey’, ICSID Case No. ARB(AF)/07/2, Award, 13 August 2009 RL-0065
Fedax v. Venezuela Fedax N. V. v. The Republic of Venezuela. ICSID Case No. ARB/96/3, Decision of the Tribunal on Objections to Jurisdiction, 11 July 1997 CL-0001
Feldman v Mexico Marvin Feldman v. Mexico, ICSID Case No. ARB(AF)/99/l, Award, 16 December 2002 CL-0089
Flughafen v. Venezuela Flughafen Zürich A. G. and Gestión e Ingeniería IDC S.A. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/10/19, Award. 18 November 2014 RL-0006
Fraport v. Philippines Fraport AG Frankfurt Airport Services Worldwide v. Republic of the Philippines, ICSID Case No. ARB/03/25, Award and Dissenting Opinion of Prof. Bernardo Cremades, 16 August 2007 CL-0126
Fraport v. Philippines Fraport AG Frankfurt Airport Senices Worldwide v. Republic of the Philippines, ICSID Case No. ARB/11/12, Award. 10 December 2014 RL-0003
GEA v. Ukraine GEA v. Ukraine. ICSID Case No. ARB/08/16. Award, 31 March 2011 RL-0139
Gemplus v. Mexico Gemplus, S.A., SLP, S.A. and Gemplus Industrial, S.A. de C. V. v. United Mexican States, ICSID Case No. ARB(AF)/04/3 & ARB(AF)/04/4, Award. 16 June 2010 CL-0135
Generation Ukraine v. Ukraine Generation Ukraine Inc. v. Ukraine, ICSID Case No. ARB/00/9, Award, 16 September 2003 CL-0120
Glamis Gold v. United States Glamis Gold, Limited v. The United States of America, NAFTA, UNCITRAL. Procedural Older No. 2,31 May 2005 RL-0057
Global Trading v. Ukraine Global Trading Resource Corp, and Globex International, Inc. v. Ukraine, ICSID Case No. ARB/09/11, Award. 1 December 2010 RL-0068
Gold Reserve v. Venezuela Gold Reserve Inc. r. Bolivarian Republic of Venezuela, ICSID Case No. ARB(AF)/09/1. Award. 22 September 2014 CL-0040
Grand River v. United States Grand River Enterprises Six Nations, Limited, et al. v. United States of America, UNCITRAL. Award, 12 January 2011 CL-0069
Grynberg v. Grenada Rachel S. Grynberg, Stephen M. Grynberg, Miriam Z. Grynberg, and RSM Production Corporation v. Grenada. ICSID Case No. ARB/10/6. Award. 10 December 2010 RL-0053
Homester v. Ghana Gustav F W Homester GmbH & Co KG v. Republic of Ghana, ICSID Case No. ARB/07/24, Award. 18 June 2010 RL-0009
Helnan v. Egypt Helnan International Hotels AS v. Arab Republic of Egypt, ICSID Case No. ARB/05/19, Award, 3 July 2008 RL-0025
H&H v. Egypt H&H Enterprises Investments Inc. v. Arab Republic of Egypt, ICSID Case No. ARB/09/15, Award, 6 May 2014 RL-0026
Hochtief v. Argentina Hochtief AG v. Argentina, ICSID Case No. ARB/07/31, Decision on Liability. 29 December 2014 CL-0247
Impregilo v. Pakistan Impregilo S.p.A. v. Islamic Republic of Pakistan, ICSID Case No. ARB/03/3. Decision on Jurisdiction, 22 April 2005 CL-0057
Inceysa v. El Salvador Inceysa Vallisoletana S.L. v. Republic of El Salvador, ICSID Case No. ARB/03/26, Award. 2 August 2006 RL-0001
Inmaris Perestroika v. Ukraine Inmaris Perestroika Sailing Maritime Services GmbH and others v. Ukraine. ICSID Case No. ARB/08/8. Decision on Jurisdiction, 30 April 2010 CL-0003 RL-0067
Invesmart v. Czech Republic Invesmart B. V. v. Czech Republic, UNCITRAL. Award. 26 June 2009 CL-0048
Ioan Micula v. Romania Ioan Micula, Viorel Micula and others v. Romania, ICSID Case No. ARB/05/20. Award, 11 December 2013 CL-0041
Jan de Nul v. Egypt Jan de Nul N. V. and Dredging International N. V v. Arab Republic of Egypt. ICSID Case No. ARB/04/13, Award. 6 November 2008 CL-0022
Jan Oostergetel v. Slovak Republic Jan Oostergetel and Theodora Laurentius v. The Slovak Republic, UNCITRAL, Final Award. 23 April 2012 CL-0023
Joy Mining v. Egypt Joy Mining Machinery Limited v. The Arab Republic of Egypt, ICSID Case No. ARB/03/11. Award on Jurisdiction. 6 August 2004 CL-0059
Kardassopoulos v. Georgia Ioannis Kardassopoulos v. Georgia, ICSID Case No. ARB/05/18, Decision on Jurisdiction. 6 July 2007 RL-0135
Kardassopoulos and Fuchs v. Georgia Ioannis Kardassopoulos and Ron Fuchs v. Georgia, ICSID Case Nos. ARB/05/18 and ARB/07/15, Award. 3 March 2010 CL-0208
Klockner v. Cameroon Klöckner Industrie-Anlagen GmbH v. Cameroon, ICSID Case No. ARB/81/2, Award. 21 October 1983 CL-0176
KT Asia v. Kazakhstan KT Asia Investment Group B. V. v. Republic of Kazakhstan, ICSID Case No. ARB/09/8, Award. 17 October 2013 RL-0141
Lanco v. Argentina Lanco International, Inc. v. The Argentine Republic, ICSID Case No. ARB/97/6, Preliminary Decision: Jurisdiction of the Arbitral Tribunal, 8 December 1998 CL-0154
Lesi v. Algeria LESI, S.p.A. and Astaldi, S.p.A. v. People's Democratic Republic of Algeria, ICSID Case No. ARB/05/3, Award, 12 November 2008 CL-0072
LG&E v. Argentina LG&E Energy’ Corp., LG&E Capital Corp, and LG&E International Inc. v. Argentine Republic, ICSID Case No. ARB/02/1, Decision on Liability, 3 October 2006 CL-0016
Libananco v. Turkey Libananco Holdings Co. Limited v. Republic of Turkey, ICSID Case No. ARB/06/8, Award, 2 September 2011 RL-0054
Loewen v. United States The Loewen Group, Inc. and Raymond L. Loewen v. The United States of America, Award, 26 June 2003 CL-0068
Malicorp v. Egypt Malicorp Limited v. Arab Republic of Egypt, ICSID Case No. ARB/08/18. Award. 7 February 2011 RL-0029
Merrill v. Canada Merrill & Ring Forestry' L.P. v. The Government of Canada, NAFTA. UNCITRAL. Award, 31 March 2010 RL-0070
Mesa Power v. Canada Mesa Power Group, LLC v. Government of Canada, PCA Case No. 2012-17. Procedural Order No. 2, 18 January 2013 RL-0058
Mesa Power v. Canada Mesa Power Group, LLC v. Government of Canada, PCA Case No. 2012-17, Procedural Order No. 3, 28 March 2013 CL-0134
Malaysian Historical Salvors v. Malasia Malaysian Historical Salvors v. Malaysia, ICSID Case No. ARB/05/10, Decision on the Application for Annulment, 16 April 2009 RL-0069
Mohamed Al-Bahloul v. Tajikistan Mohammad Ammar Al-Bahloul v. Republic of Tajikistan, SCC Case No. V(064/2008). Partial Award on Jurisdiction and Liability, 2 September 2009 CL-0044
Mohamed Al-Bahloul v. Tajikistan Mohammad Ammar Al-Bahloul v. Rep. of Tajikistan, SCC Case No. V 064/2008, Final Award, 8 June 2010 CL-0147
Metalclad v. Mexico Metalclad Corporation v. The United Mexican States. ICSID Case No. ARB(AF)/97/l. Award, 30 August 2000 CL-0071
Metal-Tech v. Uzbekistan Metal-Tech Limited v. The Republic of Uzbekistan, ICSID Case No. ARB/10/3, Award. 4 October 2013 RL-0002
Middle East Cement v. Egypt Middle East Cement Shipping and Handling Co. S.A. v. Egypt, ICSID Case No. ARB/99/6. Award. 12 April 2002 CL-0102
Nicaragua v. USA Military and Paramilitary’ Activities in and against Nicaragua (Nicaragua v. USA), Merits, Judgement, I.C.J. Reports 1986, p. 14 N/A
Mobil v. Canada Mobil Investments Canada Inc. and Murphy Oil Corporation v. Canada, ICSID Case No. ARB(AF)/07/4. Decision on Liability and on Principles of Quantum. 22 May 2012 CL-0043
Mon dev v. United States Mondev International Ltd. v. United States of America, ICSID Case No. ARB(AF)/99/2, Final Award, 11 October 2002 CL-0053
MTD v. Chile MTD Equity Sdn. Bhd. and MTD Chile S.A. v. Th e Republic of Chile. ICSID Case No. ARB/01/7, Award. 25 May 2004 CL-0011
MTD v. Chile MTD Equity Sdn. Bhd. and MTD Chile S.A. v. Th e Republic of Chile. ICSID Case No. ARB/01/7, Decision on Annulment, 21 March 2007 N/A
Mytilineos v. Montenegro and Serbia Mytilineos Holdings SA v. Serbia and Montenegro and Serbia, UNCITRAL. Partial Award on Jurisdiction, 8 September 2008 CL-0172
National Grid v. Argentina National Grid P.L.C. v. Argentine Republic, UNCITRAL. Award. 3 November 2008 CL-0008
Niko Resources v. Bangladesh Niko Resources v. People's Republic of Bangladesh et al, ICSID Case No. ARB/10/11 and ARB/10/18, Decision on Jurisdiction, 19 August 2013 CL-0128
Nordzucker v. Poland Nordzucker AG v. The Republic of Poland, UNCITRAL. Second Partial Award (Merits), 28 January 2009 CL-0080
Northern Cameroons Case Case Concerning the Northern Cameroons (Cameroon v. United Kingdom), Preliminary Objections Judgment of 2 December 1963, I.C.J. Reports 1968, p.15 RL-0034
Nova Scotia v. Venezuela Nova Scotia Power Incorporated (Canada) v. Bolivarian Republic of Venezuela, ICSID Case No. ARB(AF)/11/1. Award. 30 April 2014 RL-0066
Nuclear Tests Case Nuclear Tests (New Zealand v. France), Judgment, 20 December 1974. I.C.J Reports 1974, p.457 RL-0035
Occidental v. Ecuador Occidental Petroleum Corporation and Occidental Exploration and Production Company v. Republic of Ecuador, ICSID Case No. ARB/06/11, Award. 5 October 2012 CL-0017
Occidental v. Ecuador Occidental Petroleum Corporation and Occidental Exploration and Production Company v. Republic of Ecuador, ICSID Case No. ARB/06/11, Decision on Annulment, 2 November 2015 RL-0024
Occidental Exploration v. Ecuador Occidental Exploration and Production Company v. The Republic of Ecuador, LCIA Case No. UN3467. Final Award. 1 July 2004 CL-0087
OI European Group v. Venezuela OI European Group B. V. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/11/25, Award, 10 March 2015 RL-0136
Pan American Energy v. Argentina Pan American Energy LLC and BP Argentina Exploration Company v. Argentine Republic, ICSID Case No. ARB/03/13, Decision on Preliminary Objections, 27 July 2006 RL-0073
Panteclmiki v. Albania Panteclmiki S.A. Contractors & Engineers (Greece) v. Republic of Albania, ICSID Case No. ARB/07/21, Award, 30 July 2009 RL-0028
Parkerings v. Lithuania Parkerings-Compagniet AS v. Republic of Lithuania, ICSID Case No. ARB/05/08, Award, 11 September 2007 CL-0045
Patrick Mitchell v. Congo Patrick Mitchell v. The Democratic Republic of Congo, ICSID Case No. ARB/99/7, Decision on the Application for Annulment of the Award. 1 November 2006 RL-0133
Perenco v. Ecuador Perenco Ecuador Limited v. Republic of Ecuador, ICSID Case No. ARB/08/6, Decision on the Remaining Issues of Jurisdiction and on Liability, 12 September 2014 CL-0047
Petrobart v. Kyrgyz Republic Petrobart Limited v. The Kyrgyz Republic, SCC Case No. 126/2003, Arbitral Award. 29 March 2005 CL-0024
Pey Casado v. Chile Pey Casado and 'President Allende"Foundation v. Republic of Chile, ICSID Case No ARB/98/2, Award. 8 May 2008 CL-0105
Philip Morris v. Australia Philip Morris Asia Limited v. The Commonwealth of Australia, UNCITRAL. PCA No. Case 2012-12, Procedural Order No. 8 Regarding Bifurcation of the Procedure. 14 April 2014 CL-0059
Phoenix v. Czech Republic Phoenix Action Limited v. The Czech Republic, ICSID Case No. ARB/06/5, Award, 15 April 2009 RL-0004
Plama v. Bulgaria Plama Consortium Limited v. Republic of Bulgaria. ICSID Case No. ARB/03/24, Award. 27 August 2008 RL-0007
PSEG v. Turkey' PSEG Global Inc. and Konya Ilgin Elektrik Uretim ve Ticaret Limited Sirketi v. Republic of Turkey, ICSID Case No. ARB/02/5, Award. 19 January 2007 CL-0030
Quasar de Valores v. Russia Quasar de Valores SICAV S.A., et al. v. The Russian Federation, SCC, Award, 20 July 2012 CL-0244
Railroad v. Guatemala Railroad Development Corporation v. Republic of Guatemala, ICSID Case No. ARB/07/23, Second Decision on Objections to Jurisdiction, 18 May 2010 CL-0130
Renee Rose v. Peru Renée Rose Lexy de Levi v. Republic of Peru, ICSID Case No. ARB/10/17, Award, 26 February 2014 CL-0085
Robert Azinian v. Mexico Robert Azinian, Kenneth Davitian, & Ellen Baca v. The United Mexican States, ICSID Case No. ARB (AF)/97/2, Award, 1 November 1999 RL-0027
Rompetrol v. Romania The Rompetrol Group. N. V. v. Romania, ICSID Case No. ARB/06/3, Award, 6 May 2013 CL-0146
Ronald Lauder v. Czech Republic Ronald S. Lauder v. The Czech Republic, UNCITRAL, Award, 3 September 2001 CL-0092
Romak v. Uzbekistan Romak S.A. (Switzerland) v. The Republic of Uzbekistan, UNCITRAL, PCA Case No. AA280, Award, 26 November 2009 RL-0138
Rumeli v. Kazakhstan Rumeli Telekom A.S. and Telsim Mobil Telekomunikasyon Hizmetleri A.S. v, Republic of Kazakhstan, ICSID Case No. ARB/05/16, Award. 29 July 2008 CL-0020
Saghi v. Iran James M. Saghi, Michael R. Saghi and Allan J. Saghi v. Islamic Republic of Iran, Iran-United States Claims Tribunal, Award, 22 January 1993 CL-0140
Salini v. Morocco Salini Costruttori S.p.A and Italstrade S.p.A. v. Kingdom of Morocco, ICSID Case No. ARB/00/4, Decision on Jurisdiction, 23 July 2001 CL-0143
Salini v. Jordan Salini Costruttori S.p.A and Italstrade S.p.A. v. The Hashemite Kingdom of Jordan, ICSID Case No. ARB/02/13, Decision on Jurisdiction, 29 November 2004 CL-0060
Salini v. Morocco Salini Costruttori S.P.A. and Italstrade S.P.A. v. Kingdom of Morocco, ICSID Case No. ARB/00/4, Decision on Jurisdiction, 16 July 2001 CL-0006
Saluka v. Czech Republic Saluka Investments BV (The Netherlands) v. The Czech Republic, UNCITRAL, Partial Award. 17 March 2006 CL-0067
SAUR v. Argentina SAUR International v. Argentine Republic, ICSID Case No. ARB/04/4, Decision on Jurisdiction and Liability, 6 June 2012 RL-0005
S.D. Myers v. Canada S.D., Myers, Inc. v. Government of Canada, First Partial Award. 13 November 2000 CL-0077
Sempra v. Argentina Sempra Energy’ International v. Argentine Republic, ICSID Case No. ARB/02/16, Award. 28 September 2007 CL-0032
SGS v. Philippines SGS Société Genérale de Surveillance S.A. v. Islamic Republic of Pakistan, ICSID Case No. ARB/01/13, Decision of the Tribunal on Objections to Jurisdiction, 6 August 2003 CL-0062
SGS v. Philippines SGS Société Genérale de Surveillance v. Republic of the Philippines, ICSID Case No. ARB/02/6, Decision of the Tribunal on Objections to Jurisdiction. 29 January 2004 RL-0030
SGS v. Philippines SGS Société Générale de Surveillance S.A. v. The Republic of Paraguay, ICSID Case No. ARB/07/29, Decision on Jurisdiction, 12 February 2010 CL-0004
Siag v. Egypt Wauih Elie George Siag et Clorida Vecchi v. The Arab Republic of Egypt, ICSID Case No. ARB/05/15, Award, 1 June 2009 CL-0013
Siemens v. Argentina Siemens A.G. v. The Argentine Republic, ICSID Case No. ARB/02/8, Decision on Jurisdiction, 3 August 2004 CL-0132
Siemens v. Argentina Siemens A.G. v. The Argentine Republic, ICSID Case No. ARB/02/8. Award. 6 February 2007 CL-0009
Sistem v. Kyrgyzstan Sistem Muhendislik Insaat Sanayi ve Ticaret A.S. v. Kyrgyz Republic, ICSID Case No. ARB(AF)/06/1, Award. 9 September 2009 N/A
SOABI v. Senegal Société Ouest Africaine des Bétons Industriels (SOABI) v. Senegal, ICSID Case No. ARB/82/1, Award. 25 February 1988 CL-0175
Southern Bluefin Tuna Case Southern Bluefin Tuna Case between Australia and Japan and between New Zealand and Japan, Award on Jurisdiction and Admissibility. 4 August 2000 RL-0033
Southern Pacific Railroad v. United States Southern Pacific Railroad Company v. United States, US Supreme Court, Judgment, argued 2 and 3 December 1896. decided 18 October 1897 RL-0046
Spanish Egyptian Gas Company v. Egyptian Natural Gas Holding Company Spanish Egyptian Gas Company, S.A.E. (Egypt) v. Egyptian Natural Gas Holding Company (Egypt), ICC Case No. 19392/MD/TO, Second Partial Final Award. 24 May 2016 R-0323
SPP v. Egypt Southern Pacific Properties (Middle East) Limited v. Arab Republic of Egypt. ICSID Case No. ARB/84/3, Decision on Jurisdiction. 27 November 1985 RL-0042
SPP v. Egypt Southern Pacific Properties (Middle East) Limited v. Arab Republic of Egypt. ICSID Case No. ARB/84/3, Award on the Merits, 20 May 1992 CL-0122
Spyridon Roussalis v. Romania Spyridon Roussalis v. Romania. ICSID Case No..ARB/06/1, Award, 7 December 2011 CL-0093
ST-AD GmbH v. Bulgaria ST-AD GmbH (Germany) v. The Republic of Bulgaria, UNCITRAL, PCA No. 2011-06, Award on Jurisdiction, 18 July 2013 RL-0022
Suez v. Argentina Suez, Sociedad General de Aguas de Barcelona S.A. and Interagua Servicios Integrales de Agua S.A. v. The Argentine Republic, ICSID Case No. ARB/03/17, Decision on Liability, 30 July 2010 CL-0037
Swisslion v. FYR Macedonia Swisslion DOO Skopje v. The Former Yugoslav Republic of Macedonia. ICSID Case No. ARB/09/16, Award. 6 July 2012 CL-0012
Técnicas v. Mexico Técnicas Medioambientales Tecmed, S.A. v. The United Mexican States, ICSID Case No. ARB(AF)/00/2, Award, 29 May 2003 CL-0019
The Mox Plant Case The Mox Plant Case (Ireland v. United Kingdom), PCA Case, Order No. 3, 24 June 2003 RL-0041
Thunderbird v. Mexico International Thunderbird Gaming Corporation v. The United Mexican States, NAFTA, UNC11KAL, Separate Opinion of Thomas Walde. December 2005 CL-0121
Thunderbird v. Mexico International Thunderbird Gaming Corporation v. The United Mexican States, UNCITRAL, Final Award, 26 January 2006 CL-0039
Total v. Argentina Total S.A. v. Argentine Republic, ICSID Case No. ARB/04/1, Decision on Liability, 27 December 2010 CL-0042
Toto v. Lebanon Toto Costruzioni Generali S.P.A v. Republic of Lebanon, ICSID Case No. ARB/07112, Decision on Jurisdiction, 11 September 2009 CL-0150
Toto v. Lebanon Toto Costruzioni Generali S.P.A v. Republic of Lebanon, ICSID Case No. ARB/07112, Award. 7 June 2012 CL-0046
Toldos Tokelés v. Ukraine Toldos Tokelés v. Ukraine. ICSID Case No. ARB/02/18, Decision on Jurisdiction, 29 April 2004 RL-0055
TSA v. Argentina TSA Spectrum de Argentina S.A. v. Argentine Republic. ICSID Case No. ARB/05/5, Award, 19 December 2008 RL-0137
Tulip v. Turkey' Tulip Real Estate Investment and Development Netherlands B.V. v. Republic of Turkey, ICSID Case No. ARB/11/28, Decision on the Respondent’s Request for Bifurcation under Article 41(2) of the ICSID Convention, 2 November 2012 RL-0053
Tulip v. Turkey’ Tulip Real Estate and Development Netherlands B. V. v. Republic of Turkey, ICSID Case No. ARB/11/28, Award. 10 March 2014 CL-0073
Ulysseas v. Ecuador Ulysseas, Inc v. The Republic of Ecuador, UNCITRAL. Final Award. 12 June 2012 RL-0079
Vigotop v. Hungary Vigotop Limited v. Hungary’, ICSID Case No. ARB/11/22, Award. 1 October 2014 CL-0063
Vito Gallo v. Canada Vito G. Gallo v. The Government of Canada, NAFTA - UNCITRAL. PCA Case No. 55798. Award, 15 September 2011 RL-0021
Walter Ban v. Thailand Walter Ban AG (In Liquidation) v. The Kingdom of Thailand, UNCITRAL. Award. 1 July 2009 CL-0050
Waste Mangeinent v. Mexico II Waste Management, Inc. v. United Mexican States, ICSID Case No. ARB(AF)/00/3, Award. 30 April 2004 CL-0033
WDF v. Kenya World Duty Free Company Limited v. The Republic of Kenya. ICSID Case No. ARB/00/7, Award, 4 October 2006 RL-0020
Wena v. Egypt Wena Hotels Limited v. Arab Republic of Egypt, ICSID Case No. ARB/98/4, Award. 8 December 2000 CL-0101
Wintershall v. Qatar Wintershall A.G.. et al. v. Government of Qatar, Final Award, 5 February 1988 and 31 May 1988 CL-0188

C: LIST OF PROCEDURAL ORDERS

Procedural Orders Date
Procedural Order No. 1 3 August 2015
Procedural Order No. 2 3 August 2015
Procedural Order No. 3 28 September 2015
Procedural Order No. 4 22 December 2015
Procedural Order No. 5 4 March 2016
Procedural Order No. 6 8 April 2016
Procedural Order No. 7 22 August 2016
Procedural Order No. 8 12 December 2016
Procedural Order No. 9 31 January 2017
Procedural Order No. 10 6 February 2017
Procedural Order No. 11 1 March 2017
Procedural Order No. 12 2 March 2017
Procedural Order No. 13 4 September 2017
Procedural Order No. 14 12 December 2017
Procedural Order No. 15 9 January 2018
Procedural Order No. 16 2 February 2018
Procedural Order No. 17 11 July 2018

PART I: THE ARBITRATION

(1) The Parties

1.1.
The Claimant is Unión Fenosa Gas, S.A. (hereinafter referred to as "UFG", "Unión Fenosa" or the "Claimant"). UFG is a company organized under the laws of the Kingdom of Spain in 1998 as a gas subsidiary of the Spanish electricity utility company, Unión Fenosa S.A., which has its headquarters in Madrid, Spain.
1.2.
The Respondent is the Arab Republic of Egypt and is hereinafter referred to as "Egypt" or the "Respondent."
1.3.
The Claimant and Respondent are hereinafter collectively referred to as the "Parties." The Parties' respective representatives and their addresses are listed above on page (i).

(2) The Arbitration's Procedure

1.4.
On 14 February 2014, the Claimant filed with ICSID a request for arbitration against the Respondent (the "Request" or "RfA").
1.5.
On 27 February 2014, the Secretary-General of ICSID registered the Request in accordance with Article 36(3) of the ICSID Convention and notified the Parties of the registration. In her Notice of Registration, the Secretary-General invited the Parties to proceed to constitute an arbitral tribunal as soon as possible in accordance with Rule 7(d) of the ICSID Rules of Procedure for the Institution of Conciliation and Arbitration Proceedings.
1.6.
On 28 February 2014, the Claimant appointed Mr J. William Rowley, QC, a national of Canada and the United Kingdom, as its party-appointed arbitrator, pursuant to Article 37(2)(b) of the ICSID Convention. By letter of the same date, ICSID informed the Parties that, as provided in ICSID Arbitration Rule 2(3), either of the Parties might choose the formula of Article 37(2)(b) at any time 60 days after the registration of the Request for Arbitration, if no agreement had been reached on another procedure for constituting the Tribunal within that period. ICSID noted that the Parties had not yet informed ICSID of any agreement on the number of arbitrators and the method of their appointment. ICSID also invited the Respondent to respond regarding the Claimant's proposed method of constitution of the Tribunal.
1.7.
By letter of 30 May 2014, the Claimant invoked the formula contained in Article 37(2)(b) of the ICSID Convention and confirmed its previous appointment of Mr Rowley as its party-appointed arbitrator.
1.8.
By letter of 30 May 2014, ICSID acknowledged that the Claimant had invoked Article 37(2)(b) of the ICSID Convention, according to which the tribunal would consist of three arbitrators, one arbitrator appointed by each Party and the president of the tribunal appointed by agreement of the Parties. By the same letter, ICSID acknowledged the Claimant's appointment of Mr Rowley as a co-arbitrator. ICSID also invited the Claimant to propose a name of a person to serve as president of the tribunal and to invite the Respondent to concur with such a proposal, as provided in ICSID Arbitration Rule 3(1)(a)(i).
1.9.
By letter of 1 June 2014, the Respondent appointed Mr J. Christopher Thomas, a national of Canada, as arbitrator in this case pursuant to Article 37(2)(b) of the ICSID Convention.
1.10.
On 3 June 2014, ICSID informed the Parties that Mr Rowley had accepted his appointment as a co-arbitrator.
1.11.
On 4 June 2014, ICSID informed the Parties that Mr J. Christopher Thomas had accepted his appointment as a co-arbitrator. On the same date, ICSID invited the Parties to proceed with the appointment of a third arbitrator to serve as president of the tribunal.
1.12.
On 3 November 2014, Mr Thomas voluntarily withdrew his acceptance of his appointment. By letter of the same date, ICSID invited the Respondent to appoint another arbitrator in place of Mr Thomas.
1.13.
On 7 November 2014, the Claimant requested the Chairman of the ICSID Administrative Council to appoint the arbitrator not yet appointed by the Respondent, pursuant to Article 38 of the ICSID Convention.
1.14.
On 8 November 2014, the Respondent appointed Mr Mark Alan Clodfelter, a national of the United States of America, as arbitrator pursuant to Article 37(2)(b) of the ICSID Convention.
1.15.
On 13 November 2014, M. Clodfelter accepted his appointment as a party-appointed arbitrator.
1.16.
By letter of 25 November 2014, ICSID acknowledged the Parties' mutual agreement to appoint Mr V.V. Veeder as president of the tribunal. Mr Veeder accepted his appointment on 7 December 2014.
1.17.
On 8 December 2014, the Secretary-General, in accordance with Rule 6(1) of the ICSID Arbitration Rules, notified the Parties that all three arbitrators had accepted their appointments and that the Tribunal was therefore deemed constituted on that date. Ms Milanka Kostadinova, ICSID Senior Counsel, was designated to serve as Secretary of the Tribunal.
1.18.
By agreement between the Tribunal and the Parties, the first session was held on 25 February 2015 by telephone conference. The Parties confirmed that the Tribunal was properly constituted and that no Party had any objection to the appointment of any Member of the Tribunal. They agreed, inter alia, that the applicable Arbitration Rules would be the ICSID Arbitration Rules in effect from 10 April 2006, that the procedural language would be English, and that hearings should take the place at ICSID in Washington, D.C., "unless the Parties agree otherwise."1
1.19.
The agreement of the Parties and the Tribunal's decisions were embodied in Procedural Order No. 1 ("PO1"), which was signed by the President and circulated to the Parties by the Secretary on 3 August 2015. On the same date, the Tribunal also issued Procedural Order No. 2 ("PO2"), by which it granted to the Parties permission to file written submissions concerning the procedural timetable after 7 August 2015.
1.20.
In accordance with the Parties' partial consensus on the procedural timetable reached at the first session, the Claimant filed its Memorial on the Merits on 7 August 2015, along with supporting documentation.
1.21.
By letter of 24 August 2015, the Respondent filed an application to the Tribunal for permission to submit a Memorial on Objections to Jurisdiction, together with a request for bifurcation, by 15 December 2015 (as opposed to a deadline of 16 November 2015, as determined earlier). The Claimant opposed the application by letter of 31 August 2015. The Respondent replied to such objections by letters of 4 and 15 September 2015; and the Claimant responded by letters of 17 and 23 September 2015, respectively.
1.22.
On 28 September 2015, having considered the Parties' written submissions, the Tribunal issued Procedural Order No. 3 ("PO3"), fixing a deadline of 25 November 2015 for the filing the of Respondent's Memorial of Objections to Jurisdiction, together with any request for bifurcation.
1.23.
On 25 November 2015, the Respondent filed a Memorial on Objections to Jurisdiction and Request for Bifurcation, along with supporting documentation.
1.24.
On 2 December 2015, the Tribunal held a procedural meeting by telephone conference call with the Parties to address outstanding issues regarding the procedural timetable for the entire case, including for the Parties' respective submissions on Respondent's request for bifurcation and its application for a stay, or suspension, of the arbitration.
1.25.
Pursuant to the Tribunal's directions given during the procedural conference call on 2 December 2015, on 9 December 2015 the Parties submitted by letter their respective proposals for procedural calendars on both bifurcated and non-bifurcated scenarios. The Respondent also submitted its proposed procedural calendar if the Tribunal were to order a stay or suspension of this arbitration pending the resolution of three other arbitrations pending before the Cairo Regional Centre for International Commercial Arbitration ("CRCICA") and the International Chamber of Commerce ("ICC").
1.26.
On 22 December 2015, the Tribunal issued Procedural Order No. 4 ("PO4"), setting out a procedural timetable for the filing of the Claimant's Counter-Memorial in Opposition to the Respondent's Request for Bifurcation, the Respondent's Reply to such Counter-Memorial and the Claimant's Rejoinder Memorial. The Tribunal reserved, for the time being, its decision regarding Respondent's request for a stay or suspension of this arbitration.
1.27.
On 22 December 2015, the Claimant filed its Objection to Respondent's Request for Bifurcation.
1.28.
On 30 December 2015, the Respondent requested an adjustment of dates as proposed in a schedule. On the invitation by the Tribunal, on 11 January 2016, the Claimant submitted its response to the Respondent's letter of 30 December 2015, objecting to any date adjustments.
1.29.
On 18 January 2016, the Respondent filed its Reply Memorial on Bifurcation.
1.30.
On 5 February 2016, the Claimant filed its Rejoinder on Bifurcation.
1.31.
On 4 March 2016, the Tribunal issued Procedural Order No. 5 ("PO5") concerning the two procedural issues of bifurcation and stay/suspension raised by the Respondent on 25 November 2015. The Tribunal decided to join the Respondent's objections to jurisdiction to the merits of the dispute. With regard to the Respondent's application for a stay/suspension, the Tribunal requested that it "continue to be informed on a regular basis by the Parties of the progress made in the CRICCA and ICC arbitrations (insofar as it may be permissible for each of them to do so)."2 The Tribunal made no order for a stay or suspension of this arbitration.
1.32.
On 8 April 2016, the Tribunal issued Procedural Order No. 6 ("PO6"), by which it addressed certain unresolved differences between the Parties over the procedural timetable. The Tribunal fixed a procedural calendar for the filing of further written pleadings and requests for document production. The Tribunal also proposed dates for the oral hearing, which both Parties subsequently confirmed as beginning on 6 March 2017.
1.33.
On 13 June 2016, the Claimant filed its Counter-Memorial on Jurisdiction and Admissibility; and the Respondent filed its Counter-Memorial on the Merits.
1.34.
Following the completion of their first round of written pleadings on the merits, pursuant to the Tribunal's PO1 and PO6, on 29 July 2016 the Parties submitted their respective Schedules of Requests for Document Production.
1.35.
On 22 August 2016, the Tribunal issued Procedural Order No. 7 ("PO7") addressing the production of documents disputed by the Parties.
1.36.
By letter of 12 September 2016, the Claimant informed the Tribunal that the Parties had been unable to complete the work necessary to carry out the Tribunal's directions relating to document production by the deadline of 31 August 2016, as required by PO7. As a result, the Claimant had agreed with the Respondent upon an extension of the deadlines for the remaining two rounds of written pleadings. The Tribunal approved the Parties' agreed extension on 13 September 2016.
1.37.
On 22 September 2016, the Claimant and the Respondent submitted their respective privilege logs.
1.38.
In accordance with the adjusted timetable, on 7 October 2016, the Respondent filed its Reply Memorial on Objections to Jurisdiction and Admissibility; and the Claimant filed its Reply on the Merits.
1.39.
On 26 October 2016, the Claimant requested an order from the Tribunal directing the Respondent to produce the five documents listed in the Respondent's Privilege Log, subject to any confidentiality undertakings considered appropriate by the Tribunal, and to produce documents responsive to the Claimant's Request No. 1 ordered under the Tribunal's PO7.3
1.40.
On 28 October 2016, the Tribunal invited the Respondent to reply by 7 November 2016.
1.41.
On 7 November 2016, the Respondent filed observations disputing the Claimant's application of 26 October 2016, and asked the Tribunal to reject the Claimant's request that the five documents listed in the Respondent's Privilege Log be produced. The Respondent further stated that, following a diligent search, it had not identified any documents responsive to the Claimant's Request No. 1; namely, for the 1999 Gas Master Plan for Egypt issued by the Government of Egypt and/or its State-owned companies (the "Master Plan").
1.42.
On 12 December 2016, the Tribunal issued Procedural Order No. 8 ("PO8") concerning production of documents and procedural matters. The Tribunal made no order for the production of the five documents listed in the Respondent's Privilege Log. The Tribunal stated that that it "will [...] keep the matter under consideration in the light of any further relevant circumstances, including the Hearing."4 The Tribunal asked the Respondent to clarify its position concerning its knowledge of any version of the Master Plan held by any third person or organization; whether it had made any attempt to procure such a version from any such third party; and to describe such attempt or attempts. The Tribunal also invited the Parties to inform the Tribunal concerning the status of their travel and visa arrangements for the March 2017 Hearing.
1.43.
By letter of 28 December 2016, the Respondent replied that it was unable to locate or procure the particular document.
1.44.
On 16 January 2017, the Respondent filed its Rejoinder on the Merits and the Claimant filed its Rejoinder on Jurisdiction.
1.45.
On 31 January 2017, the Tribunal issued Procedural Order No. 9 concerning procedural matters.
1.46.
On 6 February 2017, the President of the Tribunal held a pre-hearing organisational meeting by telephone conference with the Parties. By letter of 6 February 2017, ICSID transmitted to the Parties the Tribunal's decision to maintain the scheduled date and venue of the Hearing. The Parties were asked to inform the Tribunal promptly of any material event jeopardizing the March 2017 Hearing in Washington, D.C. resulting from political developments in the USA's new administration.
1.47.
The Tribunal also approved the Parties' agreed positions concerning the organisation of the Hearing, as communicated to the Tribunal on 3 February 2017. These included the hearing schedule and allocation of time, the preparation of an indicative complete hearing schedule, the order in which fact witnesses would be called for examination, the presentation of hearing bundles and other materials, the submission of posthearing briefs and statements of costs, and main logistical matters.
1.48.
On 6 February 2017, the Tribunal issued Procedural Order No. 10 ("PO10"), by which it confirmed that the March 2017 Hearing on Jurisdiction and the Merits will be held in Washington, D.C.
1.49.
By email of 8 February 2017, both Parties submitted their lists of fact witnesses and experts for cross-examination at the Hearing.
1.50.
By letter of 22 February 2017, the Respondent requested that the Claimant withdraw from the record certain documents filed with the Claimant's Rejoinder Memorial on Jurisdiction and Admissibility (namely Exhibits C-0456 and C-0458 through C-0463) or, in the alternative, that the Tribunal find these documents inadmissible and strike them from the record of the arbitration. The Respondent argued that these documents constituted confidential state secrets not subject to disclosure under Egyptian law.
1.51.
On 24 February 2017, the Claimant applied to the Tribunal for leave to introduce additional documents into the record, including twelve Exhibits (C-0476 through C0487) (the "New Documents") and seven Legal Authorities (CL-0250 through CL-0256).
1.52.
By letter of 28 February 2017, responding to the Respondent's letter of 22 February 2017, the Claimant declined to withdraw any of the documents and opposed the Respondent's request that the Tribunal strike these documents from the record. The Claimant's letter was accompanied by one new Exhibit (C-0488)5 and sixteen additional Legal Authorities (CL-0257 through CL-0272).
1.53.
On 1 March 2017, the Tribunal issued Procedural Order No. 11 ("PO11"), concerning the examination of expert witnesses.
1.54.
On the same date, the Claimant requested leave from the Tribunal to introduce into the record a new Legal Authority.6 By email of 5 March 2017, the Respondent indicated that it did not object to the Claimant's request. The new Legal Authority was admitted into the record of the arbitration by the Tribunal on 6 March 2017.7
1.55.
On 2 March 2017, responding to the Claimant's application of 24 February 2017, the Respondent stated that it did not oppose the admission of two of the New Documents (namely Exhibits C-0482 (Transcripts of the CRCICA case 896 Hearings of 30 January and 3 February 2017) and C-0487 (English translation of Exhibit NAV-175)), but raised arguments as to why the remainder should not be admitted into evidence.
1.56.
On 2 March 2017, the Tribunal issued Procedural Order No. 12 ("PO12") directing the Respondent to reply in writing to the Claimant's letter of 28 February 2017. The Tribunal indicated that it wished to decide the procedural issue before the commencement of the Hearing on 6 March 2017.
1.57.
By letter of 5 March 2017, responding to the Claimant's letter of 28 February 2017, the Respondent reiterated its request that the Tribunal exclude from the record of the arbitration Claimant's Exhibits C-0456 and C-0458 through C-0463, pursuant to Article 9(2)(f) of the IBA Rules.
1.58.
The Hearing was held at ICSID in Washington D.C., USA, from 6 to 11 March 2017. In addition to the Members of the Tribunal, the Secretary of the Tribunal, court reports and interpreters, the following persons were present at the Hearing:

On behalf of the Claimant:

Counsel:

Mr Doak Bishop King & Spalding

Mr James Castello King & Spalding

Mr Ed Kehoe King & Spalding

Ms Isabel Fernandez de la Cuesta King & Spalding

Ms Nilufar Hossain King & Spalding

Mr Rami Chahine King & Spalding

Ms Sara Burns King & Spalding

Ms Sara McBrearty King & Spalding

Mr David Weiss King & Spalding

Ms Virginia Castelan King & Spalding

Mr Timothy McKenzie King & Spalding

Ms Zhennia Silverman King & Spalding

Ms Carol Tamez King & Spalding

The Claimant

Mr Javier Gerboles De Galdiz Unión Fenosa Gas, S.A.

Ms Wendy Valentina Quintero Unión Fenosa Gas, S.A.

Ms Elena Feliu Vera Unión Fenosa Gas, S.A.

Mr. Ignacio de la Pena Unión Fenosa Gas, S.A.

On behalf of the Respondent

Counsel:

Ms Claudia Annacker Cleary Gottlieb Steen & Hamilton LLP

Mr Robert T. Greig Cleary Gottlieb Steen & Hamilton LLP

Mr J. Cameron Murphy Cleary Gottlieb Steen & Hamilton LLP

Ms Laurie Achtouk-Spivak Cleary Gottlieb Steen & Hamilton LLP

Mr Larry Work-Dembowski Cleary Gottlieb Steen & Hamilton LLP

Ms Ariella Rosenberg Cleary Gottlieb Steen & Hamilton LLP

Ms S. Ellie Norton Cleary Gottlieb Steen & Hamilton LLP

Mr Pablo Mateos Rodríguez Cleary Gottlieb Steen & Hamilton LLP

Ms Sarah Moy Cleary Gottlieb Steen & Hamilton LLP

Ms Emilie Mills Cleary Gottlieb Steen & Hamilton LLP

The Respondent:

Counsellor/ Mahmoud El Khrashy Egyptian State Lawsuits Authority (ESLA)

Counsellor/ Amr Arafa Egyptian State Lawsuits Authority (ESLA)

Counsellor/ Yousria El Gamal Egyptian State Lawsuits Authority (ESLA)

Counsellor/ Yasmine Shamekh Egyptian State Lawsuits Authority (ESLA)

Counsellor/ Nada Elzahar Egyptian State Lawsuits Authority (ESLA)

1.59.
The following persons testified in writing in written witness statements and expert reports before the Hearing:

On behalf of the Claimant:

Mr José Javier Fernández Martínez

Mr José María Egea Krauel

Mr Javier Sáez Ramírez

Mr Paolo Conti

Mr José Luis de Lara Alonso-Burón

Mr Christopher John Goncalves

Mr Kenneth B. Medlock III

Mr Kiran P. Sequiera

Mr Gardner William Walkup Jr.

On behalf of the Respondent:

Mr Hassan El Mahdy

Mr Mahmoud Abdel Hameed

Mr Ahmed Shaaban

Dr Antón García

Mr Ian Davison

Dr Mohsin Khan

Mr Gervase MacGregor

1.60.
During the Hearing, the following persons testified orally before the Tribunal as factual and expert witnesses:

On behalf of the Claimant:

Mr Javier Sáez Ramírez Unión Fenosa Gas, S.A.

Mr José María Egea Krauel Unión Fenosa Gas, S.A.

Mr José Javier Fernández Martínez Unión Fenosa Gas, S.A.

Mr José de Lara Alonso-Burón Unión Fenosa Gas, S.A.

Mr Christopher John Goncalves BRG

Mr Gardner William Walkup Jr. BRG

Mr Kenneth B. Medlock III Center for Energy Studies, Baker Institute for Public Policy, Houston, TX

Mr Kiran Sequeira Navigant

On behalf of the Respondent:

Mr Ahmed Shaaban Egyptian Natural Gas Company (GASCO)

Mr Hassan El Mahdy Egyptian Natural Gas Holding Company (EGAS)

Mr Mahmoud Abdel Hameed Egyptian Natural Gas Holding Company (EGAS)

Mr Gervase MacGregor BDO LLP

Mr Ian Davison RPS Energy Consultants Limited

Dr Antón García Compass Lexecon

1.61.
On the first day of the Hearing, the Tribunal heard each side's oral arguments on the outstanding procedural issues, including (i) the Respondent's application of 22 February 2017 to exclude certain documents from the record of the arbitration; and (ii) the Claimant's application of 24 February 2017 to admit into the record the nineteen documents, including seven Legal Authorities and twelve Exhibits, of which two were no longer an issue.8 Having deliberated on the two disputed applications, the Tribunal decided regarding the Respondent's application of 22 February 2017 to admit Exhibits C-0456, C-0458 through C-0463, and C-0488 de bene esse.9 Regarding the Claimant's application of 24 February 2017, the Tribunal decided to admit the new Legal Authorities. The Claimant's new factual Exhibits were admitted de bene esse.10 The Tribunal announced its decision without reasons, but indicated that it might wish to revisit the decision later.11
1.62.
As directed by the Tribunal on the final day of the Hearing,12 by letter of 15 March 2017 the Claimant confirmed that, having performed a comprehensive review of the hearing record, it had determined that, from the disputed ten New Documents. one was referred to during the Hearing (Exhibit C-0486). The Claimant maintained that the admission of the New Documents was warranted; and it requested that the Tribunal confirm the admission of all documents labeled C-0476 through C-0486.
1.63.
The Tribunal addresses below the admission of these several "de bene esse" materials.
1.64.
On 19 April 2017, the Parties agreed on transcript corrections. The finalized transcripts were sent to the Tribunal on 1 May 2017.
1.65.
During the Pre-Hearing conference-call on 6 February 2017 and again at the Hearing,13 the Tribunal requested the Parties to try to complete and provide an agreed chronology. On 21 April 2017, the Claimant sent to the Respondent a draft chronology for comments. On 22 April 2017, the Respondent objected to the draft prepared by the Claimant. On the same date, the Claimant transmitted its draft chronology to the Tribunal.
1.66.
On 23 April 2017, the Tribunal inquired when the Respondent would be in a position to submit its own draft chronology and/or comment on the Claimant's draft chronology. On 28 April 2017, the Respondent replied that it would provide comments within 2-3 weeks.
1.67.
On 17 May 2017, each Party filed a statement of costs.
1.68.
On 22 May 2017, the Respondent sent a redline PDF reflecting Respondent's comments on the draft chronology prepared by the Claimant to the Tribunal. A clean Word version of the revised document was also attached.
1.69.
The "de bene esse" Materials: As to C-0456 and C-0458 to C-0463, these materials were submitted as exhibits to the Claimant's Memorial on Jurisdiction and Admissibility. The Respondent requested that the Claimant withdraw them or, alternatively, that the Tribunal strike them from the record pursuant to Article 9(2)(f) of the IBA Rules. The Claimant refused to withdraw them. The Tribunal ruled on the first day of the Hearing that it should retain and inspect these documents de bene esse.
1.70.
As to Exhibits C-0476 to C-0488, the Claimant submitted these materials on 24 February (C-0476 through C-0487) and 28 February 2017 (C-0488). The Respondent did not oppose the admission of two of these documents, namely: C-0482 and C-0487. The Tribunal decided on the first day of the Hearing that these other materials would be inspected by the Tribunal de bene esse and ruled upon their admission later
1.71.
The Tribunal has decided this procedural issue as follows: Only one of these documents was referred to by the Claimant during the Hearing, namely C-0486 (see the Claimant's letter of 15 March 2017). In that letter, however, the Claimant asked the Tribunal to confirm the admission of all its materials. In the circumstances, in the absence of any material prejudice to the Respondent, the Tribunal has decided to admit all such materials into the evidential file.
1.72.
The Six (Seven Documents): On 21 June 2017, the Respondent filed an application for the production of six additional documents produced by the Claimant in CRCICA Arbitration No. 896/2013. The Claimant objected to their production by letter of 30 June 2017. The Respondent replied by letter of 8 August 2017.
1.73.
On 4 September 2017, the Tribunal issued Procedural Order No. 13 ("PO13"). The Tribunal ordered the Claimant to produce to the Tribunal and the Respondent true copies of the requested documents de bene esse. The Tribunal made the production of these documents subject to the Parties' entering into a suitable confidentiality agreement given that four of the documents were said to be confidential as regards other interested parties.
1.74.
On 20 September 2017, following the execution by the Respondent of a confidentiality undertaking, the Claimant produced the six documents ordered by the Tribunal. The Claimant also produced an additional seventh contemporaneous document, a Termination Agreement dated 27 November 2003 (not covered by PO13).
1.75.
By letter of 23 November 2017, the Respondent asserted that the six documents produced were highly relevant and material to the issues of corruption, reiterated its request that the Six Documents be admitted into evidence, and sought permission from the Tribunal to file a short submission on these documents to assist the Tribunal. By letters of 30 November 2017 and 8 December 2017, the Claimant objected to the application and requested that the Tribunal reject the Respondent's proposal for a written submission supporting admission of the six documents.
1.76.
On 12 December 2017, the Tribunal issued Procedural Order No. 14 ("PO14"). The Tribunal granted permission to the Respondent to submit, in writing, short observations not exceeding five pages on "the six documents." Further, the Tribunal requested the Respondent to comment, in writing, upon the other matters raised in the Claimant's letter dated 8 December 2017.
1.77.
By its letter dated 8 December 2017, the Claimant informed the Tribunal (inter alia) of developments in the CRICA Arbitration (896) between UFG and EGAS:

Earlier this week, on December 5, 2017, EGAS sought leave from the Tribunal in CRCICA Case 896 to disclose to Egypt the pleadings filed by UFG and EGAS on EGAS' corruption defense in that case. EGAS explained to the Tribunal that it sought such leave because Egypt intends to submit these Case 896 pleadings in this arbitration. Specifically, EGAS stated: 'We understand that the Arab Republic of Egypt would seek to place these submissions before the tribunal in Unión Fenosa Gas, S.A. v. Arab Republic of Egypt (ICSID Case No. ARB/14/4).' Egypt's determination to use these materials must be quite strong since EGAS made its request notwithstanding that the Case 896 Tribunal had already closed that proceeding and admonished the parties not to submit further requests […] As we have previously noted, EGAS has entered into a joint defense agreement with Egypt and is therefore doubtless well informed of Egypt's intentions in this arbitration [... ].

1.78.
Pursuant to PO14, the Respondent made its written submissions on the "six documents" and other matters by letter dated 21 December 2017. At the Tribunal's request of 23 December 2017 under PO14, the Claimant submitted its response by letter dated 3 January 2018.
1.79.
Pursuant to the Tribunal's Procedural Order No. 15, the Respondent made further submissions by letter dated 22 January 2018; and the Claimant made further submissions by letter also dated 22 January 2018.
1.80.
In its Procedural Order No. 16 dated 2 February 2018, the Tribunal decided as follows:

1. The Tribunal refers to the Respondent's application to the Tribunal for an order admitting new documents into this arbitration's evidential file and to the Claimant's opposition to the Respondent's application. The Respondent's application addressed originally only six documents. The Claimant thereafter produced a seventh document. The Tribunal considers that all seven documents should be read together for the purpose of this Procedural Order.

2. The Tribunal refers to its Procedural Orders Nos 13, 14 and 15 and the Parties' respective letters (or email messages) dated 22 January 2018 (two), 3 January 2018, 21 December 2017, 8 December 2017, 30 November 2017, 23 November 2017, 20 September 2017 (email), 19 September 2017 (email), 8 August 2017, 30 June 2017 and 21 June 2017.

3. Notwithstanding the Respondent's application made at a late stage of this arbitration, the Tribunal considers that these six new documents are relevant to issues raised by the Parties' dispute, as also the seventh document. Accordingly, the Tribunal has decided to admit these seven new documents into the evidential file, together with the Parties' several submissions regarding these documents made in their respective correspondence listed above.

4. This Procedural Order is strictly limited to the admission of the seven new documents into the evidential file. The arbitration's evidential file is closed to the Parties. Nonetheless, the Tribunal reserves its right to request any further written explanations from the Parties.

1.81.
The "Parallel Arbitrations": By letter dated 8 June 2018, the Respondent informed the Tribunal of developments in certain "parallel arbitrations." By letter dated 8 June 2018, the Claimant responded to the Respondent's said letter. By its Procedural Order No. 17 of 11 July 2018 (see also below), the Tribunal decided to retain these two letters on the file for information and not evidential purposes; and, in the circumstances, it rejected the Claimant's application to respond further to the Respondent's letter.
1.82.
Closure: By its Procedural Order No. 17, the Tribunal closed the proceeding on 11 July 2018, pursuant to ICSID Arbitration Rule 38(1). The Tribunal's Order was dispatched to the Parties by email on the same date.

PART II: THE PARTIES' DISPUTE

(1) Introduction

2.1.
A dispute exists under the Treaty between the Claimant, UFG, and the Respondent, the Arab Republic of Egypt, in regard to UFG's alleged investments in Egypt regarding the Damietta natural gas liquefaction plant located in the northeast of Egypt (the "Damietta Plant") and associated legal and contractual rights. In general terms, UFG's business concerns the liquefaction, shipping, regasification and commercialisation of natural gas. The Respondent, a sovereign State, advances objections as to jurisdiction and admissibility in regard to the Claimant's claims. Alternatively, the Respondent requests the Tribunal to suspend this arbitration pending the resolution of similar disputes in other arbitrations. In the further alternative, the Respondent denies any liability to the Claimant and, if liable, disputes the amounts of compensation claimed by the Claimant.

(2) The Claimant's Claims

2.2.
In summary, UFG contends that the Respondent has failed, through its own acts and omissions and through the acts and omissions of its State instrumentalities and organs for which the Respondent bears international responsibility (EGPC and EGAS), to afford to UFG's investments in Egypt the protections granted by the Treaty.1 UFG contends that its investments have suffered and continue to suffer significant harm as a result of the decisions attributable to the Respondent to curtail and cut the supply of natural gas to the Damietta Plant, which eventually resulted in the Damietta Plant's complete shut-down for lack of the necessary gas supply.2
2.3.
UFG contends that the Respondent, through its own actions and omissions and by the acts and omissions of EGAS, EGPC and their affiliates, has breached its substantive obligations under the Treaty; namely:3 (i) the obligation to grant fair and equitable treatment to UFG's investments under Article 4(1); (ii) the obligation not to hamper by means of unjustified or discriminatory measures the management, maintenance, use, enjoyment, expansion or disposal of UFG's investment under Article 3(1); (iii) the obligation to protect UFG's investment under Article 3(1); and (iv) the obligation to provide UFG's investment with treatment not less favourable than that accorded to investments made by its own nationals or investors of a third country under Articles 4(5) and 4(2) of the Treaty.

(3) The Respondent's Objections, Responses and Defences

2.4.
In summary, as to jurisdiction and admissibility, the Respondent first contends that the Damietta project was "riddled with corruption": UFG selected Halliburton, whose bid was US$ 50 million higher than that of the next competitor, as its subcontractor; and Halliburton's CEO pleaded guilty in the USA to violations of the US Foreign Corrupt Practices Act, including bribes and kickbacks in connection with the Damietta Project.4
2.5.
In addition, the Respondent contends that UFG's procurement of the Project is replete with "red flags." As explained later in Part VII of this Award, these red flags include the following, based particularly on the "Six Documents" [REDACTED] :

(i) the Project takes place in a country known for corrupt payments, namely Egypt at the time of the events in question;

(ii) [REDACTED]

(iii) There is no substantial time lag between [REDACTED] and the date when the main contract is awarded to the principal ([REDACTED] to 1 August 2000);

(iv) The subject matter of the [REDACTED] is not tangible (for example, [REDACTED]

(v) The agent has a close personal or family relationship, or business relationship, with a public official or relative of an official (such as that between Mr El Komy and the Respondent's Minister Mr Fahmy), which is the only qualification the agent brings to the venture;

(vi) The agent is a shell company or has some other non-transparent corporate structure (EATCO is a shell entity owned by members of Mr El Komy's family);

(vii) [REDACTED]

(viii) [REDACTED]

2.6.
The Respondent submits, therefore, that the Tribunal lacks jurisdiction or should not exercise its jurisdiction because the Claimant procured its alleged investments through corrupt and illegal means in violation of Egyptian law and international public policy.5
2.7.
The Respondent next contends that the Claimant has failed to establish that its alleged investments were investments of a Spanish investor at the time that the acts and omissions occurred that the Claimant alleges to constitute violations of the Treaty. The Respondent submits that, in July 2007, SEGAS assigned to HSBC UK all of its rights under the Tolling Agreements in the context of a refinancing transaction that led UFG to pledge to HSBC Egypt its shares in SEGAS, and associated rights to the Damietta Plant, as security. Accordingly, the Respondent submits that the Claimant has failed to establish any investment under the Treaty.6
2.8.
The Respondent next contends that this dispute is essentially contractual in nature7 and has been submitted to contractual arbitrations.8 Accordingly, the Respondent submits that the Tribunal has no jurisdiction or should not exercise its jurisdiction over this dispute.
2.9.
As to the suspension of this arbitration, the Respondent requests that this Tribunal suspend or stay this arbitration until the resolution of the contractual claims in the contractual arbitrations by the ICC and CRCICA tribunals.9
2.10.
As to the merits, the Respondent contends that the conduct of which UFG complains is not attributable to the Respondent;10 nor is the conduct an exercise of sovereign powers that could engage the Respondent's international responsibility under the Treaty;11 there is, in any event, no breach of the FET standard of the Treaty;12 the Respondent did not fail to accord protection to UFG's investment;13 the Respondent did not impair the management, maintenance, use, enjoyment or expansion of UFG's investment by unjustified or discriminatory measures;14 the Respondent did not fail to accord to UFG National or MFN Treatment;15 and, in any event, any wrongful conduct complained of would be precluded by state of necessity, if, quod non, such conduct were attributable to the Respondent, involved an exercise of governmental authority and was not in conformity with the obligations under the Treaty.16 Further, the Respondent contends that no recoverable damages have been proven by UFG.17

(4) The Parties' Prayers for Relief

2.11.
Jurisdiction/Admissibility - The Respondent's Claim for Relief: The Respondent requests the Tribunal in Paragraph 110 of its Memorial on Objections to Jurisdiction and Request for Bifurcation, in material part:

(b) Dismiss Claimant's claims for lack of jurisdiction;

(c) In eventu, decline to exercise jurisdiction over Claimant's claims;

[...]

(e) Order Claimant to pay to Respondent the full costs of this arbitration, including, without limitation, arbitrators' fees and expenses, administrative costs, counsel fees, expenses and any other costs associated with this arbitration;

(f) Order Claimant to pay to Respondent interest on the amounts awarded under (e) aboveuntil the date of full payment;

(g) Grant any further relief to Respondent as it may deem appropriate.

2.12.
Jurisdiction/Admissibility - The Claimant's Claim for Relief : The Claimant requests the Tribunal, in Paragraph 89 of its Counter-Memorial on Jurisdiction, to order the following relief:

(a) Reject Egypt's jurisdictional objections in their entirety and confirm its jurisdiction over the dispute;

(b) Order Egypt to pay all costs and expenses of the jurisdictional phase of this arbitration, including the fees and expenses of UFG's legal representatives in respect of this phase and any other costs; and

[(c)] Order any further relief that the tribunal deems just and appropriate.

2.13.
Stay/Suspension - The Respondent's Claim for Relief : The Respondent requests the Tribunal in Paragraph 110 of its Memorial on Objections to Jurisdiction and Request for Bifurcation, in material part, to:

(d) In eventu , suspend the proceedings pending the resolution of the Contractual Arbitrations [described as the ICC arbitration between SEGAS and EGAS under the Tolling Agreement; the CRCICA arbitration between UFG and EGAS under the SPA; and the CRCICA arbitration between UFG and EGAS under the SPA).

2.14.
Stay/Suspension - The Claimant's Claim for Relief : The Claimants requests the Tribunal in Paragraph 212 of its Rejoinder Memorial on Jurisdiction and Admissibility, in material part to:

(c) Deny Egypt's request that these proceedings be suspended pending resolution of the CRCICA and ICC arbitrations […]

2.15.
Merits: The Claimant's Claim for Relief : The Claimant requests the Tribunal, in Paragraph 638 of its Memorial on the Merits,18 to order the following relief:

a. Declare that Egypt has violated the BIT in connection with its treatment of UFG and UFG's investment;

b. Award Claimant compensation for the full amount of damages it suffered due to Egypt's breaches of its BIT obligations, in the amounts set forth in this Memorial;

c. Award Claimant pre-award and post-award interest on any compensatory amounts until the date of full satisfaction of the award, at a rate to be determined by the Tribunal in accordance with the BIT;

d. Order Egypt to pay all costs and expenses of this arbitration, including ICSID's administrative fees, the fees and expenses of the Arbitral Tribunal, the fees and expenses of UFG's legal representatives in respect of this arbitration and any other costs of this arbitration; and

e. Grant any other and further relief that it deems just and proper.

2.16.
Merits: The Respondent's Claim for Relief: The Respondent requests the Tribunal, in Paragraph 389 of its Counter-Memorial on the Merits,19 to order the following relief:

(a) Dismiss the Claimant's claims in their entirety for lack of jurisdiction and/or as inadmissible;

(b) In eventu, stay the proceeding pending the resolution of the contractual arbitrations;

(c) Alternatively, dismiss Claimant's claims on the merits in their entirety;

(d) In the further alternative, declare that Claimant is not entitled to the damages it seeks, or to any damages;

(e) In any event, order Claimant to pay all the costs of this arbitration as well as the Respondent's legal costs and expenses in connection with this arbitration, including but not limited to its attorney's fees and expenses and the fees and expenses of its experts; and

(f) grant such further relief against Claimant as the Tribunal deems fit and proper.

PART III: THE PRINCIPAL TEXTS

(1) Introduction

3.1.
The Tribunal here describes and recites, for later ease of reference, the principal legal texts to which it refers later in this Award.

(2) The Treaty [C-0001]

3.2.
The Treaty was signed between Spain and Egypt on 3 November 1992; and it entered into force on 26 April 1994.
3.3.
Article 1 of the Treaty, "Definitions," provides in material part (to which the Tribunal has here added square brackets for ease of reference below):

For the purposes of the present Agreement,

1. The term 'Investor' means:

a) any individual who, in the case of Spanish investors, is resident in Spain under Spanish law and, in the case of investors of the other Party, possesses its nationality pursuant to the law of that Party;

b) any legal entity, including companies, associations of companies, trading corporate entities and other organizations which is incorporated or, in any event, is properly organized under the law of that Party and is actually managed from the territory of that Party.

2. The term 'Investment' means any kind of assets, such as goods and rights of all sorts, acquired under the law of the host country of the investment and in particular, although not exclusively, the following:

- [1] shares and other forms of participation in companies;

- [2] rights arising from all types of contributions made for the purpose of creating economic value, including every loan granted for this purpose, whether capitalized or not;

- [3] movable and immovable property and any other property rights such as mortgages, loans or pledges;

- [4] any rights in the field of intellectual property, including patents and trademarks, as well as manufacturing licences and know-how;

- [5] rights to engage in economic and commercial activities authorized by law or by virtue of a contract, particularly those rights to search for, cultivate, extract or exploit natural resources, in accordance with existing laws and regulations.

3. The term 'returns' refers to income deriving from an investment in accordance with the definition contained above, and includes, in particular, profits, dividends and interests.

4. The term 'territory' designates the land territory and territorial waters of each of the Parties, as well as the exclusive economic zone and the continental shelf that extends outside the limits of the territorial waters of each of the Parties, over which they have or may have jurisdiction and sovereign rights for the purposes of prospectioning [sic], exploration and conservation of natural resources, pursuant to international law.

3.4.
Article 3 of the Treaty, "Protection," provides in material part:

1. Each Party shall protect in its territory the investments made in accordance with its laws and regulations, by investors of the other Party and shall not hamper, by means of unjustified or discriminatory measures, the management, maintenance use, enjoyment, expansion, sale and if it is the case, the liquidation of such investments.

3.5.
Article 4 of the Treaty, "Treatment," provides in material part:

1. Each Party shall guarantee in its territory fair and equitable treatment for the investments made by investors of the other Party.

2. This treatment shall not be less favorable than that which is extended by each Party to the investments made in its territory by investors of a third country.

[...]

5. In addition to the provisions of paragraph 2 of this article, each Party shall apply, under its own law, no less favourable treatment to the investments of investors of the other Party than which is that granted to its own investors.

3.6.
Article 6 of the Treaty, "Nationalization and Expropriation," provides in material part:

The nationalization, expropriation or any other measure of similar characteristics or effects that may be applied by the authorities of one Party against the investments in its own territory of investors of the other Party must be applied exclusively for reasons of public interest pursuant to the law, and shall in no case be discriminatory. The Party adopting such measures shall pay to the investor or his legal beneficiary an adequate indemnity in convertible currency without unjustified delay.

3.7.
Article 11 of the Treaty, "Disputes between One Party and Investors of the Other Party", provides in material part (the "Arbitration Agreement," to which the Tribunal has here added square brackets for ease of reference below):

1. Disputes between one of the Parties and one investor of the other Party shall be notified in writing, including a detailed information, by the investor to the host Party of the investment. As far as possible the Parties shall endeavour to settle these differences by means of a friendly agreement.

2. If these disputes cannot be settled in this way within six months from the date of the written notification mentioned in paragraph 1, the conflict shall be submitted, at the choice of the investor, to:

- [1] a court of arbitration in accordance with the Rules of Procedure of the Arbitration Institute of the Stockholm Chamber of Commerce.

- [2] the court of arbitration of the Paris International Chamber of Commerce.

- [3] the ad hoc court of arbitration established under the Arbitration Rules of Procedure of the United Nations Commission for International Trade Law.

- [4] the International Center for Settlement of Investment Disputes (ICSID) set up by the 'Convention on Settlement of Investment Disputes between States and Nationals of other States', in case both Parties become signatories of this Convention.

- [5] Regional Center for International Commercial Arbitration in Cairo.

3. The arbitration shall be based on:

- [1] the provisions of this agreement;

- [2] the national law of the Party in whose territory the investment was made, including the rules relative to conflicts of law;

- [3] the rules and the universally accepted principles of international law.

4. The arbitration decisions shall be final and binding for the parties in conflict. Each Party undertakes to execute the decisions in accordance with its national law.

(3) The SPA [C-0002]

3.8.
The Sale and Purchase Agreement dated 1 August 2000 between UFACEX as Buyer (later "assigned" to UFG) and EGPC as Seller (later "assigned" to EGAS) (the "SPA") provides in material part, as follows:
3.9.
Article 5.1 of the SPA: "Seller's Obligations"

[1] Given that the capacity of the Complex shall be known once the EPC Contract is executed, Buyer shall notify Seller the nominal capacity of the Complex as prompt [sic] as possible after signature of the EPC Contract, and Seller commits to sell and deliver to the Buyer at the Delivery Point up to the maximum of the amount of NG needed for the nominal capacity of the Complex, according to the terms of this Agreement and the nomination procedure to be included in the Coordination, Operating and Measurement Agreement.

[2] In the event that new natural gas liquefaction trains are constructed by Buyer, then Buyer shall notify Seller of the nominal capacity of the new train/s as prompt [sic] as possible and Seller undertakes to sell and deliver to Buyer at the Delivery Point up to the maximum of the amount of NG and daily quantities of NG needed for such capacity.

[3] Seller shall also sell and deliver to the Buyer at the Delivery Point the NG that Buyer requests for the execution of the commissioning, start-up and testing, and any other action needed for the commercial operation of the Complex, at the price set forth in Article 13, and with the specific delivery conditions set forth under the Coordination, Operating and Measurement Agreement.

[4] Seller shall be the exclusive responsible [sic] for the transportation, supply and delivery of NG to the Delivery Point specified in Article 12.

[5] Seller shall at all times keep a back up supply to meet an on stream (load) factor of 95% of the LNG Complex.

3.10.
Article 6.1of the SPA: "Take or Pay"

During each Contract Year, Buyer will be obligated to purchase, take and pay for, or pay for if not taken a minimum of ninety per cent (90%) of the ACQ applicable for such Contract Year, less any amount of NG to be deducted from the ACQ (or from the quantity applicable for each Contract Year of the Build-up period, as the case may be) due to the occurrence of

(i) Force Majeure events, (ii) Seller's failure to supply the NG, and/or (iii) scheduled maintenance of the Complex ('Adjusted ACQ, ').

If for any reason whatsoever, the capacity of the Complex is increased (due to the increase in capacity of the first train up to a maximum of 10% of the then existing ACQ or due to the construction of new train/s), Seller shall be obligated to sell and deliver to Buyer the NG necessary for that increase in capacity. The take or pay obligations of the Buyer for the first train shall not be altered and therefore they shall be 90% of the ACQ as defined in 4.1, less the amounts and concepts mentioned in (i), (ii) and (iii) of this Section 6.1.

3.11.
Article 8.1 of the SPA: "Failure to Supply NG"

[1] If Seller, for reasons other than Force Majeure or Buyer's failure to take, fails to deliver at the Delivery Point a quantity of NG nominated by Buyer according to this Agreement, Seller shall be liable to Buyer for any damages, costs and/or expenses (to the extent permissible under Egyptian laws, but excluding consequential damages and loss of profits) arising from Seller's failure to supply, including (i) third party's claims and penalties against Buyer, (ii) costs, extra-costs, damages and expenses caused to the Complex arising from Seller's failure to supply, including operation and maintenance costs (expressed in USD per MMBTU), and capital investment costs (expressed in USD per MMBTU)."

[2] Seller's liability vis-a-vis Buyer as a result of this Section 8.1 shall not exceed an amount equivalent to ninety per cent (90%) of the Price applicable to the NG not delivered by Seller.

3.12.
Article 9.1 of the SPA: "NG Specifications"

The quality specification of the NG to be supplied to Buyer, shall be in accordance with the Specifications contained in Annex 2 (' NG Specifications ') of this Agreement, which shall include the typical values for such NG and the limits of such values which are acceptable for Buyer. The procedures for measurement of quality and tests shall be developed in the Coordination, Operating and Measurement Agreement referred to in Article 19.

3.13.
Article 11.1 of the SPA: "Scheduling"

The provisions regarding the nominations, procedures, deviations from nominations, commissioning and tests, and maintenance, among others, shall be developed by the Parties in the Coordination, Operating and Measurement Agreement referred to in Article 19.

3.14.
Article 15.1 of the SPA: "Definition of Force Majeure"

For the purposes of this agreement 'Force Majeure' means an event or circumstance which is beyond the reasonable control of a Party or Parties (acting and having acted with reasonable level of due diligence) resulting in or causing failure by the Party concerned to perform any of its obligations hereunder.

3.15.
Article 15.2 of the SPA: "Suspension of Obligations"

The Parties shall be relieved from liability under this Agreement for so long as and to the extent that due to Force Majeure, and without limiting the generality of the foregoing Section 15.1, any of the following events or circumstances, (each of which shall constitute a Force Majeure event only to the extent that it satisfies the requirements of Section 15.1) occurs:

Any act of war, invasion, armed forces conflict or act of foreign enemy, blockade, embargo or revolution.

Any riot, insurrection, civil commotion, act or campaign of terrorism or sabotage that is part of religious or ethnic unrest or commotion that is widespread or nationwide, such as, by way of example and not limitation, actions associated with or directed against the Buyer (or its contractors) as a part of a broader pattern of actions against companies or facilities with foreign ownership or management.

[…]

(iv) Strikes, works to rule, labor unrest or go-slows that are widespread or nationwide or that are of a political nature, (but not where the same is related to the Seller or any of their assignees, affiliates, joints ventures [sic], contractors and subcontractors or successors in title) such as, by way of example and not limitation, labor actions directed against the Buyer (or of its contractors and subcontractors) as a part of a broader pattern or labor actions against companies or facilities with foreign ownership or management.

[…]

The parties shall further be relieved from liability under this Agreement as follows:

(A) In the case of Seller:

(1) For so long and to the extent that due to Force Majeure and/or

(2) For so long as and to the extent that owing to the failure due to Force Majeure by a third party, acting with a reasonable level of due diligence of its obligations to Seller to produce, transport, process, or handle NG to be made available to Buyer hereunder provided that in respect of such failure by a third party, the reasons giving rise to such failure would constitute a Force Majeure event as defined in this Agreement affecting to such third party, Seller is unable to make available the properly nominated quantity of NG in accordance with this Agreement […].

Where Force Majeure partially affects Seller's obligation to supply NG to Buyer and to any other purchaser/s, Seller shall treat Buyer no worse than any other present or future purchaser/s of NG. This right shall be binding upon the Parties at all times, including the event of shortage of NG […]

3.16.
Article 15(3)(b): " Failure of Market"

In the case of the Seller, Force Majeure shall not include changes in market conditions including, without limitation, changes that:

(i) Directly or indirectly affect the demand for or price of NG.

(ii) Result in the diversion of NG to other users,

(iii) Are due to the inability of the transportation system and/or pipeline (whether for reasons of maintenance, repairs or lack of capacity or otherwise) to meet consumer demand and/or Buyer demand.

3.17.
Article 16.1 of the SPA: "Governing Law"

This Agreement shall be governed and interpreted in accordance with the provisions hereof and, where not expressly provided, it shall be governed by Egyptian laws.

3.18.
Article 16.4 of the SPA: [CRCICA Arbitration]

(a) Any dispute, controversy or claim arising out of or in connection with this Agreement, or breach, termination or invalidity thereof between the Parties, shall be settled by arbitration in accordance with the Arbitration Rules of the Cairo Regional Center for International Commercial Arbitration (the 'Cairo Center') in effect on the date of execution of this Agreement.

[...]

(f) The award of the arbitrators shall be final and binding upon the Parties and the arbitral award rendered shall be final and conclusive.

3.19.
Article 20 of the SPA: "Sovereign Immunity"

To the extent that any of the Parties may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Party hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

Buyer and Seller represent and warrant to each other that neither of them nor any of their respective shareholders have any legal privileges or special rights that could render this Agreement or the arbitral awards granted pursuant to Section 16.4 totally or partially unenforceable against them.

3.20.
Article 21.1 of the SPA: "EGPC's support to the Project"

EGPC undertakes to procure that the Egyptian authorities undertake not to interfere with the rights of Buyer under this Agreement, and not to dictate or promulgate any act or regulation which could directly or indirectly affect the rights of Buyer under this Agreement, or affect the capacity of Buyer to perform its obligations under this Agreement, even in the case of a NG shortage in Egypt, save for Force Majeure situations as defined in this Agreement.

EGPC shall also assist and actively collaborate with Buyer to obtain any authorization and/or legal, administrative or governmental benefit to Buyer for the Project and/or construction of the Complex.

3.21.
Article 23.2 of the SPA: "Adequacy of Supply"

Seller is the sole responsible [sic] for securing adequate supplies of NG for performance of its obligations hereunder. Seller shall, throughout the Term, provide Buyer or Lenders with such further assurances as Buyer or Lenders may reasonably request from time to time regarding the continued adequacy of NG supply sources relied upon by Seller to perform hereunder. In no case this shall represent for Seller additional obligations to those set forth in this Agreement.

3.22.
Article 24.1 of the SPA: "Mutual Representations"

Each Party represents and warrants to the other Party that (a) it possesses all power, authority, and applicable approvals (if any) necessary for it to enter into this Agreement, (b) this Agreement constitutes the valid and binding obligation of such Party enforceable against it in accordance with the terms thereof, (c) the execution, delivery, and performance hereof will not cause such Party to be in violation of any other agreement or law, regulation, order, or court process or decision to which it is a party or by which it or its properties are bound or affected, (d) it has and will maintain all regulatory authorizations, certificates, and documentation as may be necessary and legally required for it to transport, buy, sell or make sales for resale of NG sold or purchased under this Agreement; (e) it is a producer, processor, or commercial user of, or a merchant handling, of [sic] NG and has entered into this Agreement solely for purposes related to its business as such, (f) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions (including decisions regarding the suitability of this Agreement) based upon its own judgement and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other Party, (g) it understands the terms, conditions, and risks of this Agreement and is capable of assuming and willing to assume (financially and otherwise) those risks, (h) it is acting as principal, and not as agent, fiduciary, or any other capacity, and (i) the other Party is not acting as a fiduciary or financial, investment, or commodity trading advisor for it.

3.23.
Article 24.3 of the SPA: "Adequacy of Supply of NG"

Seller is aware that the supply of NG to Buyer under this Agreement is a key element for the successful development of the Project, and therefore Seller represents and warrants that its availability of NG will be sufficient to feed the Complex under the terms and conditions of this Agreement. Also, Seller represents and warrants that it has, and will have during the Term, all the legal, administrative and corporate rights, licenses and authorizations to deliver the NG at the Delivery Point and to comply with all its obligations under this Agreement.

(4) The EGAS Tolling Contract [C-0003]

3.24.
The Tolling Contract dated 30 June 2003 between EGAS (as Toller) and SEGAS (as Owner) (the "EGAS Tolling Contract") provided in material part, as follows:
3.25.
Article 11.1: "Governing Law"

This Contract shall be governed by and interpreted in accordance with the provisions hereof and by English law. English law shall govern the procedure of any arbitration under Article 11.3 (Arbitration).

3.26.
Article 11.3 : [ICC Arbitration, Paris]

Any Dispute arising in connection with this Contract and that is not solved through Article 11.2 (Referral of Disputes to Senior Management) shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. In relation to an arbitration:

(a) the language of the arbitration shall be English;

(b) the place of arbitration shall be Paris; and

(c) there shall be three arbitrators, the first being appointed by the Owner, the second being appointed by the Toller and the third being appointed by the Owner and the Toller or, if either the Owner or the Toller has failed to appoint an arbiter or both have failed to agree upon the appointment of the third arbiter within thirty (30) days of the date the Parties determined to submit the dispute to arbitration, being appointed in accordance with the said Rules.

3.27.
Article 13(a) : " Representations and Warranties"

Each Party represents and warrants to the other Party that (a) it possesses all power, authority, and applicable approvals (if any) necessary for it to enter into this Contract and the Co-ordination Agreement, […] .

(5) The ICSID Convention [CL-0096]

3.28.
Article 25(1) of the ICSID Convention :

The jurisdiction of the Centre shall extend to any legal dispute arising directly out of an investment, between a Contracting State (or any constituent subdivision or agency of a Contracting State designated to the Centre by that State) and a national of another Contracting State, which the parties to the dispute consent in writing to submit to the Centre. When the parties have given their consent, no party may withdraw its consent unilaterally.

(6) The ILC Articles on State Responsibility [CL-0064]

3.29.
Article 4 of the ILC Articles: "Conduct of organs of a State"

(1) The conduct of any State organ shall be considered an act of that State under international law, whether the organ exercises legislative, executive, judicial or any other functions, whatever position it holds in the organization of the State, and whatever its character as an organ of the central Government or of a territorial unit of the State.

(2) An organ includes any person or entity which has that status in accordance with the internal law of the State.

3.30.
Article 5 of the ILC Articles: "Conduct of persons or entities exercising elements of governmental authority"

The conduct of a person or entity which is not an organ of the State under Article 4 but which is empowered by the law of that State to exercise elements of the governmental authority shall be considered an act of the State under international law, provided the person or entity is acting in that capacity in the particular instance.

3.31.
Article 8of the ILC Articles: "Conduct directed or controlled by a State"

The conduct of a person or group of persons shall be considered an act of a State under international law if the person or group of persons is in fact acting on the instructions of, or under the direction or control of, that State in carrying out the conduct.

3.32.
Article 11 of the ILC Articles: "Conduct acknowledged and adopted by a State as its own"

Conduct which is not attributable to a State under the preceding articles shall nevertheless be considered an act of that State under international law if and to the extent that the State acknowledges and adopts the conduct in question as its own.

3.33.
Article 25 of the ILC Articles: "Necessity"

1. Necessity may not be invoked by a State as a ground for precluding the wrongfulness of an act not in conformity with an international obligation of that State unless the act:

(a) is the only way for the State to safeguard an essential interest against a grave and imminent peril; and

(b) does not seriously impair an essential interest of the State or States towards which the obligation exists, or of the international community as a whole.

2. In any case, necessity may not be invoked by a State as a ground for precluding wrongfulness if:

(a) the international obligation in question excludes the possibility of invoking necessity; or

(b) the State has contributed to the situation of necessity.

3.34.
Article 36 of the ILC Articles: "Compensation"

1. The State responsible for an internationally wrongful act is under an obligation to compensate for the damage caused thereby, insofar as such damage is not made good by restitution.

2. The compensation shall cover any financially assessable damage including loss of profits insofar as it is established.

PART IV: THE PRINCIPAL ISSUES

(1) Introduction

4.1.
The Tribunal divides the principal matters and issues arising from the Parties' dispute into the following categories, as here numbered by reference to the Parts of the Award that follow.

(2) Principal Issues

4.2.
(V) Principal Facts: In Part V of the Award, the Tribunal describes the relevant persons and events. The latter takes the form of a chronology, limited to the facts found necessary by the Tribunal for the purposes of this Award.
4.3.
(VI) Jurisdiction (with Admissibility) Issues: In Part VI of the Award, the Tribunal addresses the Respondent's jurisdictional objections; namely (as alleged by the Respondent): (i) the absence of any protected investments within the meaning of Article 1 of the Treaty and Article 25(1) of the ICSID Convention; (ii) the "claimsplitting" tactics employed by the Claimant and SEGAS in their disputes and several arbitrations with the Respondent and EGAS; and (iii) the contractual nature of the Claimant's claims.
4.4.
(VII) Corruption Issues: In Part VII of the Award, the Tribunal addresses the Respondent's other objection to jurisdiction and admissibility based on "corruption," namely the several alleged acts of corruption by the Claimant (including its predecessor UFACEX) in procuring the SPA made with EGPC (succeeded by EGAS).
4.5.
(VIII) Necessity Issues: In Part VIII of the Award, the Tribunal addresses the defence of necessity under customary international law pleaded by the Respondent to preclude its international responsibility for the alleged international wrongs under the Treaty towards the Claimant. (The Treaty does not contain any specific provision on the defence of necessity).
4.6.
(IX) Merits Issues: In Part IX of the Award, the Tribunal addresses the merits of the Claimant's claims and the Respondent's defences under the Treaty.
4.7.
(X) Compensation Issues; In Part X of the Award, the Tribunal addresses the Parties' respective submissions on compensation, applying the legal principles applicable under the Treaty and international law.
4.8.
(XI) Stay/Suspension Issues: In Part XI of the Award, the Tribunal addresses the Respondent's contention (opposed by the Claimant) that the Tribunal should decline to exercise its jurisdiction, or order a stay (or suspension) of this arbitration pending the resolution of CRCICA and ICC arbitrations.
4.9.
(XII) Costs Issues: In Part XII of the Award, the Tribunal addresses the Parties' respective claims for legal and arbitration costs under Article 61(2) of the ICSID Convention (namely, the expenses incurred by the Parties in connection with this arbitration, the fees and expenses of the members of the Tribunal and the charges for the use of ICSID's facilities).
4.10.
The list and description of these principal issues is not exhaustive. Moreover, the Tribunal has not found it necessary or appropriate to decide in this Award all issues forming part of the Parties' overall dispute.

PART V: THE PRINCIPAL FACTS

(1) Introduction

5.1.
The following description of persons and events is not exhaustive, albeit lengthy. Moreover, the events are mostly confined to evidential references to contemporary documentation in the form of a documentary chronology. The chronology is largely drawn from the Parties' own chronologies submitted at the request of the Tribunal. These rival chronologies were not agreed between the Parties; and, further, it should not be assumed that any Party agrees with the Tribunal's chronology below, recording the more limited facts found necessary by the Tribunal for the purpose of this Award.

(2) Dramatis Personae

5.2.
The project for the Damietta Plant included several legal and other persons, at different times.
5.3.

UFG: UFG is the Claimant. It is a company incorporated under the laws of Spain, and (by "assignment") a contractual party to the SPA. It also owns just under 80% of SEGAS' shares. Mr J.M. Egea Krauel was UFG's Chairman from December 2009 onwards. In March 2010, Mr J. Sáez Ramírez was appointed UFG's Executive Vice-President for Supply and Operations. Both testified as factual witnesses in this arbitration.1

5.4.
UFACEX : UFG's predecessor-in-interest in regard to the SPA and the Damietta Plant was Unión Fenosa Desarrollo y Acción Exterior S.A. ("UFACEX"). It was a wholly owned subsidiary of Unión Fenosa, which later merged with another company to become Gas Natural Fenosa SDG, S.A., and which holds 50% of the shares in UFG.
5.5.
UFGC: UFG owns 99.99% of UFGC . UFGC bought gas from UFG, and sold it on to other customers outside Egypt.
5.6.
SEGAS: SEGAS, the owner and operator of the Damietta Plant, is owned as to just under 80% by UFG. UFG established SEGAS in 2000, as an Egyptian joint stock company majority-owned by UFG, to develop and operate the Damietta Plant. At the time of the SPA, the Damietta Free Zone was operative, having been established in 1993.2 As intended by UFG, SEGAS was granted tax-free status under Egyptian tax laws by GAFI (the Respondent's General Authority for Foreign Investment and Free Zones).3 That tax status was changed by the Respondent in 2008. That change forms part of UFG's claims in this arbitration.
5.7.
Of SEGAS' directors from 2000 to 2009, Mr Fernández Martínez testified as a factual witness in this arbitration. Another former director and shareholder was Mr Yehia El Komy (who was not called as a witness in this arbitration). Mr J.L. de Lara Alonso-Burón was an engineer employed by SEGAS at the Damietta Plant from April 2005 to December 2012 (excepting a period of convalescence in Spain from December 2006 to November 2007). He testified as a factual witness in this arbitration.4
5.8.
As Mr Fernández Martínez testified:

Unión Fenosa decided from the beginning to create a local corporate vehicle, SEGAS, for the sole purpose of building, owning and operating the Damietta Plant. SEGAS was incorporated in Egypt in 2000. SEGAS does not itself own, purchase, or export gas but instead provides liquefaction services in exchange for the payment of a tolling fee. The fee is to be paid by UFG and EGAS as tollers (companies who own natural gas that is liquefied at the LNG plant) under two separate Tolling Contracts and is prorated on the basis of the gas quantities they have contracted to toll through the Plant. EGPC and EGAS each obtained 10% ownership of SEGAS; and EGAS obtained 51.98% of the Plant's production capacity for an initial four-year period and thereafter only up to 41.80% for the remaining contract years.5

5.9.
Gas Natural Fenosa : In 2009, Unión Fenosa merged with Gas Natural SDG, S.A., becoming "Gas Natural Fenosa." As a result, Gas Natural Fenosa owns 50% of UFG, which in turn owns 79.99870% of SEGAS. The remaining shares in SEGAS are owned by EGAS (10%), EGPC (10%) and a subsidiary of Gas Natural Fenosa (0.00087%).
5.10.
ENI : In 2003, Unión Fenosa sold 50% of its interest in UFG to ENI Spa. ("ENI").
5.11.
For ease of reference below, save where the context requires otherwise, these different entities are described as "Unión Fenosa," "Gas Natural Fenosa," "SEGAS," "UFACEX" and "UFG" (as the sole Claimant in this arbitration).
5.12.
EATCO. The Egyptian Arab Trading Company ("EATCO") is an Egyptian company, operated and controlled by Mr Yehia El Komy, a national of Egypt. From the early days of the Project, EATCO and Mr El Komy had a relationship with Unión Fenosa. Mr El Komy was not a witness in this arbitration.
5.13.
In brief, this relationship included the following: EATCO and UFACEX entered into an agreement on 9 March 2000.6 under which the parties were to undertake a prefeasibility study into the Damietta Plant, and EATCO was to provide logistical and technical support to UFACEX. UFACEX [REDACTED]
5.14.
Mr El Komy: As already indicated. Mr. Yehia El Komy was an Egyptian businessman, operating EATCO. of which he was the Chairman and Managing Director. His role in the Project is controversial and strongly disputed between the Parties. As pleaded in the Claimant's Rejoinder on Jurisdiction and Admissibility, the Claimant contended that Mr El Komy was the originator of the Project, a partner of UFACEX and that the fees he received were relatively modest in the light of his contributions to the Project, beginning with events leading up to the SPA.10
5.15.
The Respondent contends that Mr El Komy's role was much more significant, as part of a corrupt conspiracy involving (inter alia) EATCO, UFACEX and UFG. The Respondent refers, in particular, to contemporary documents, all of which are addressed in the chronology below under the heading "Six Documents" (there are, in fact, seven such documents).11
5.16.
EGPC: The Respondent created EGPC (the Egyptian General Petroleum Corporation) by law in 1976 to regulate and manage the Egyptian hydrocarbons sector.12
5.17.
EGAS: EGAS is wholly owned by EGPC. It succeeded, by way of "assignment" to EGPC's rights and obligations under the SPA. It was created by Decree of the Egyptian Minister of Petroleum in August 2001 to regulate, organise, and exploit the Respondent's natural gas resources.13 From 2004 to December 2009, Mr Hassan El Mahdy was EGAS' assistant vice-chairman for operations; and from June 2010 to December 2011, he was EGAS' vice-chairman for operations. Mr El Mahdy testified as a factual witness in this arbitration.14
5.18.
According to the Claimant, the Respondent created EGAS and EGPC to allow it to exercise control over the hydrocarbons and energy sectors in Egypt; and the Respondent used and continues to use these companies and their affiliates to exercise governmental authority and to dominate all aspects of natural gas exploration, development, production, liquefaction and sale in Egypt.
5.19.
The EPC Contractor : In 2001 SEGAS awarded a contract for the engineering, procurement and construction of the Damietta Plant (the "EPC Contract") to a joint venture consortium15 comprised of three international companies, one of which was Halliburton KBR ("Halliburton").

(3) Selected Factual Chronology

5.20.
The Tribunal sets out below its selected factual chronology, with annotations. As already indicated, it is based largely on the rival chronologies prepared by the Parties. Those were not agreed documents as between the Parties; and the compilation below has been selected, edited and supplemented by the Tribunal.

1980-1982

5.21.
1980-1982 : The Prime Minister of Egypt issues decrees concerning the Petroleum Sector.

The Supreme Council of the Petroleum Sector shall be constituted with the presidency of the Minister of Petroleum and the membership of:

The Chairman of the Board of Directors of the Egyptian General Petroleum Corporation;

The Chairman of the Board of Directors of the Public Petroleum Company

[...];

The Chairman of the Board of Directors of the Petroleum Gases Company16

1993

5.22.
1993 : The Minister of Petroleum issues Decree No. 1020/1993, addressing the provision of medical services to workers in the Petroleum Sector. The term "Petroleum Sector" is there defined as follows:

The Petroleum Sector, in the application of this Decree, shall mean the following entities:

The Ministry of Petroleum, the Egyptian General Petroleum Corporation, and the petroleum public sector and common sector companies.17

1994

5.23.
26 April 1994 : The Treaty enters into force.18

1997

5.24.
8 September 1997 : Egypt enacts the Investment Guarantees and Incentives Law No. 8 of 1997. The Law creates investment incentives for investing in Egypt's Free Zones.19

1999

5.25.
1999 : The Minister of Petroleum (Mr Sameh Fahmy) produces an Integrated Gas Strategy (1999) for the natural gas industry of Egypt to 2017 (the "Master Plan"):

In 1999, the Egyptian government declared that domestic demand had been met and encouraged the search for export markets.

In conjunction with that search, the Integrated Gas Strategy (1999) in Egypt was penned by Mr Sameh Fahmi, Petroleum Minister. It featured the creation of a 'Master Plan' which should remain valid through 2017. The Master Plan involves price optimization to attract investors, increased gas exports, and infrastructure development, qualified by six considerations:

1. An export ceiling - 25%> of total production;

2. No foreign or domestic gas operator may export gas from Egypt prior to investing in Egypt's domestic gas market;

3. Special incentives were established to encourage foreign and Egyptian Exploration & Production (E&P) companies to establish marketing franchises, in order to promote gas-based business within Egypt;

4. Incentives were also established to encourage diversification within the gas industry;

5. Exploration & Production (E&P) incentives were aimed to maintain a higher level of attractiveness, when compared with neighboring countries;

6. All businesses within Egypt - whether state-controlled, private, or mixed -were encouraged to convert to natural gas for energy needs.20

2000

5.26.
21 January 2000 - The Six Documents: The Respondent refers to the first of the Six Documents: a fax message of 21 January 2000 from Messrs Ortega and El Maatawy to Mr Elías Velasco Garcia of Unión Fenosa, with an attached fax of 20 January 2000 from Mr El Komy ("UFGTREATY 0047965").
5.27.
The fax of 21 January 2000 states (inter alia):

Further to our conversations, I enclose a copy of the fax received from MR YEHIA A. ELKOMI, Chairman and Managing Director of EATCO, setting out the reality and viability of our expectations.

5.28.
The fax of 20 January 2000 from Mr El Komy states (inter alia) in relation to the Project: "we would like to inform you that we have obtained the initial approval from the Egyptian government to construct such a project." It is cited more fully below:

Reference to our telephone conversation at this week and with regard to the meeting held on Jan 10, 2000 with Mr Omar El-Koumy, ADGAS-U.A.E. regarding the Spanish company interest to construct LNG and Electrical Power Plant of 500 MW using local Egyptian natural gas, we would like to inform you that we have obtained the initial approval from the Egyptian government to [construct] such Project.

The power plant of 500 MW will be able to supply the LNG plant with the required electricity and the remaining capacity will be tied to the local national grid with mutual agreement on the prices of natural gas and supply of electricity to the national grid per KW.

We also can obtain long term supply of natural gas with a contract of 25 years renewable for another 25 years and so on. The price formula will be mutually agreed between the Egyptian government and the new company to be established to construct such project.

EATCO will secure all local land for the project and all local license for the project and also EATCO will be the local partner in this project.

I'm going to meet the minister of petroleum of Egypt on 23.1.2000 for arranging the meetings required with you and the Spanish company in this regard. We understand that the Spanish company will fund the project completely and will be able to utilize all LNG produced by this plant. We understand that the capacity of LNG will be in the range of 2.5 million metric tons per year.

The official gas price will be US50,041 per m3 of natural gas supplied to the battery limit of LNG [...]

5.29.
It also sets out a work plan with meetings in Egypt to be attended by Unión Fenosa, including a meeting with the "Oil Minister" to explain the Project and "to confirm the approval of the Egyptian government to the Project."
5.30.
According to the Respondent , this first document directly contradicts the Claimant's contention that "the SPA was the result of genuine arm's length negotiations between the parties involved."21 In fact, again according to the Respondent, this document shows that, even before UFACEX had even met with the Minister of Petroleum (Mr Sameh Fahmy), or submitted a proposal for the SPA, or [REDACTED] Mr El Komy represented that he had already secured "the initial approval" for the Damietta Project (in only ten days). As the cover letter addressed to Unión Fenosa states, so the Respondent submits, Mr El Komy's representation confirmed the "reality and viability" of the expectations shared by Unión Fenosa, apparently to obtain the Project by any means. It did so in a contract of the same duration, substantially the same quantity and ([REDACTED]) a more favourable price than this initial proposal.22
5.31.
26-30 January 2000 : A delegation from UFACEX attends a meeting with the Minister of Petroleum (Mr Sameh Fahmy) in Egypt. A contemporaneous memorandum prepared by a member of the UFACEX delegation describes the meeting as follows:

Between January 26 and 30, a UNIÓN FENOSA delegation held a series of meetings for the purpose of gathering information and obtaining a clearer perception of the potential LNG project that had been presented to the management of UNIÓN FENOSA [...] we had a meeting with the Minister of Petroleum, Sameh Fahmy, who has openly confirmed the support of the Government of Egypt for this Project. The Minister mentioned during the meeting that other international groups had expressed an interest in the Project, and encouraged UNIÓN FENOSA to submit a proposal for negotiation (in case UNIÓN FENOSA was interested in the Project) shortly. Thus, in relation to this meeting with the Minister, we have summarized our impressions of him and our/the Minister's commitments:

- A young, active and ambitious Minister.

- He is very familiar with the gas business.

- Although he has been Minister for only a short time, he is eager to do a 'well-known' project in a short period of time.

- He has a personal interest in the project and entering the Spanish market.

- We have his support for the project and his commitment to provide the gas with a long-term contract of 20 to 25 years at a competitive price […]23

5.32.
This meeting is the beginning of the negotiations leading to the execution of the SPA on 1 August 2000. These negotiations are conducted for EGPC by a committee comprised of the EGPC Chairman (Mr Mohamed Tawila), the EGPC Vice-Chairman for production (Mr Hassan Akl), the EGPC Vice-Chairman for natural gas (Mr Mohamed Latef), the Assistant General Manager of GASCO's Natural Gas Management Division (Mr Ahmed Shaaban) and the legal counsellor for Engineering for the Petroleum and Process Industries (ENPP) (Mr Ahmed Taha). Mr Shaaban testified as a factual witness in this arbitration.24
5.33.
Mr Shaaban's witness statement described the negotiations of the SPA as follows:

During the negotiations with UFACEX, which lasted for several months, no representatives from the Ministry of Petroleum or Government were present. EGPC was negotiating in its own name and independently, and all instructions to Committee members were made by EGPC representatives. I am not aware of any instructions given by the Ministry to the members of the Committee on the terms we negotiated with UFACEX, and as far as I know, the Ministry was not involved in these negotiations, nor was EGPC required to seek or obtain any approvals from the Ministry regarding these terms.25

5.34.
2 March 2000 - The Six Documents: The Respondent next refers, as the second of these documents, to the minutes of 2 March 2000 of a UFACEX internal meeting ("UFGTREATY 0047964").
5.35.
These minutes, headed "Re: Natural Gas Liquefaction Project in Egypt," record the attendees of this meeting as follows: Mr Eloy Álvarez Pelegry, Mr Juan Manuel Álvarez González, Mr Jorge Porras, Mr Antonio Hernando Villaroya, Mr José María Suárez and Mr Arturo Torrego.
5.36.
The "matters discussed" at the meeting include the following:

Mr Antonio Hernando produced the draft letter to EATCO, for signature by Mr Eloy Álvarez, in which the request for additional information and for a possible meeting date of March 7 is repeated.

He also produced the draft MoU with EATCO which, with slight changes (postponement of the date of commitment to a pre-feasibility study and a fuller description of the tasks that EATCO undertakes to carry out in this first phase) will be used at the next meeting. He also produced a form Confidentiality Agreement between EATCO and UFACEX, which may be used as a model for work with engineers/consultants, who will be mentioned below.

The MoU with the Egyptian Authority is being drawn up as a draft in two different versions: depending on whether EATCO is simply an agent activating the project or more of an investor partner. This document may not be finalized until such time as these and other points of the agreements with EATCO have been defined […]

5.37.
According to the Respondent , these minutes, some two months prior to the MOU for the Project, show that UFACEX deliberated on preparing two different versions of the MOU, one portraying Mr El Komy's company EATCO as "simply an agent activating the project"; and the other as "investor partner." As alleged by the Respondent, despite the Claimant's contention that Mr El Komy played a leading role in the [REDACTED] Project in May 2000 UFACEX adopted a version of the MOU that did not disclose EATCO's stake in the Project (or refer to it at all), thereby demonstrating a concern within UFACEX about disclosing Mr El Komy's role in procuring the Project.26
5.38.
09 March 2000: UFACEX and EATCO execute a Preliminary Agreement. It provides, in material part:

WHEREAS

1. UFACEX is a Spanish Company working in the field of electricity and gas.

2. UFACEX is interested in entering in the market of [...] Egypt by means of […] developing, constructing and operating a single train of Liquefied Natural Gas Project (LNG Project) in Egypt.

3. EATCO has been rendering advisory and assistance services in Egypt for many years, EATCO is also investing in several projects in oil and petrochemical sector, and is interested in co-operating with UFACEX, in the above-mentioned LNG Project.

Both parties have met in Cairo on 26th-28th January 2000 and in Madrid on 8th-9th March 2000 and have agreed to study and analyse co-operating in the LNG Project. Both Parties agree to the following […]27

5.39.
21 March 2000 : UFACEX and the Minister of Petroleum meet to negotiate the LNG project in Egypt. A letter from UFACEX to the Minister following the meeting records UFACEX's understanding of the outcome:

First of all, we would like to thank your Excellency for the opportunities we had to meet with you to discuss the LNG Project in Egypt. Since our last meeting on the 21st of March, and in accordance with your suggestions, we have moved forward, in co-operation with our Egyptian partner EATCO, in the development of this interesting project. [...] [O] ur understanding is that the support of the Egyptian Authorities and the commitments of our Companies could be established in terms of a Protocol or a Memorandum of Understanding (MOU) […]28

5.40.
09 May 2000 : Mr Yehia El Komy, Mr Omar El-Komy, and Mr Hamed El-Maatawy execute an agreement identifying their respective roles in connection with the Project.

The First Party [Mr Yehia El Komy] provided the required services for the establishment of this project. It introduced the Spanish Companies to the Egyptian Government through meetings with the Minister of Petroleum and other officials in the Egyptian Government. The First Party also played a main role in obtaining the required official approvals for the establishment of the projects, in addition to the raw natural gas supply approvals, the land allocation, and the coordination with official and financial entities for the establishment of the project.29

5.41.
17 May 2000 : EGPC and UFACEX execute a Memorandum of Understanding (the "MOU"). It states:

ARTICLE 2 - PURPOSE AND SCOPE OF THIS MOU.

The purpose of this MOU is to determine the general framework of the Natural Gas Sale and Purchase Agreement and the responsibilities and commitments to be assumed by each Party with the aim to support the development of the Project. The Parties will cooperate and act in good faith and diligently to pursue the development of the Project.30

5.42.
31 May 2000 : UFACEX and the Minister of Petroleum continue to consider the LNG project in Egypt. A memorandum written on the same day by a member of the UFACEX delegation records:

In successive visits to Egypt, we have completed a set of tasks aimed at establishing a framework of information upon which decisions can be made with respect to the LNG Project. […] The long-term supply of Natural Gas for the LNG Plant will come from the Government of Egypt's share [of gas] in the production of international operators through a longterm purchase contract (25 years extendable by another period of identical duration) with EGPC. [...] [I]n recent conversations with the Minister of Petroleum, the Minister stated that the interests of the Government of Egypt in relation to the export of gas are 12 bcm, out of which 4 of them would be exported through 'Pipeline’ and the rest as LNG.31

5.43.
June 2000: It appears that EATCO engages in a search for suitable sites on Egypt’s north coast and provides Unión Fenosa with reports on the potential location for the LNG project. This is proposed in an undated fax sent by Mr Antonio Hernando of UFACEX to Mr. Ricardo Villanueva;32 and it is evidenced by a meeting of the Management Committee on 14 June 2000:

'LNG Facility’ Area: 1. The Management Committee is informed of the activities carried out over the last week by the Group responsible for Site analysis [...]33

5.44.
[REDACTED]
5.45.
[REDACTED]
5.46.
The Claimant emphasises [REDACTED]
5.47.
The Tribunal notes [REDACTED] Under the laws of the USA, this legislation makes it a criminal offence for a US company and also certain foreign companies to bribe an official of a foreign State.
5.48.
According to the Claimant, this language demonstrates [REDACTED]36
5.49.
May-July 2000 : The EGPC Chairman asks the EGPC Board of Directors to review and approve the proposed SPA. His memorandum records:

Based on the request of the Spanish Unión Fenosa company to purchase the gas needed to produce about 4 million tons per annum; with the company to cover the costs of setting up the liquefaction and storage facilities and the shipping pier and to secure the necessary financing for this purpose; and with the company to also take care of the operations to transfer the liquefied natural gas to Spain; and with the responsibility of the Egyptian side being restricted to supplying gas in the quantities and specifications untilliquefaction.37

5.50.
15 July 2000: A memorandum of understanding, in principle, is signed between EGPC and UFG. Later, the EGPC Chairman's own note summarises the effect of the memorandum of understanding:

Agreement is to be reached on a sale price for the gas upon signing the final contract. [...]

At the end of the negotiations, agreement was reached between the two parties to implement the prices. This is considered to be a success for the petroleum sector in the field of pricing gas for export, [...] This contract has been signed in principle between the Egyptian General Petroleum Commission and the Unión Fenosa company on 15 July 2000, on condition that the competent authorities approve the agreements that have been made regarding the price of the gas, given the potential for this to contribute to the dollar currency returns earned by the petroleum sector […] This will increase with the average export ratios. […] [T]he matter is being submitted to the Board of Directors so that they may review and approve the draft agreement to sell gas to the Unión Fenosa company and begin the implementation procedures thereof.

Chairman of the Board of Directors. [Signature]. Engr. Mohammed Ibrahim Tawilah.38

5.51.
24 July 2000 : The EGPC Board authorises the EGPC to execute the SPA; and the Minister of Petroleum "endorses" the decision that EGPC is to execute the SPA.

Decision: after discussion, the board of directors of the Egyptian General Petroleum Commission reached the following decision:

1. To approve the contents of the memorandum [concerning the SPA and gas prices].

2. The Engr. / chairman of the Board of Directors of the [EGPC] , and the Engr. / deputy chairman of the Board of Directors of the [EGPC] are to be authorized to conclude the contractual procedures as required.

[…]

Endorsed, Minister of Petroleum. [Signature] 24 July 2000. Engr. Sameh Fahmi.39

5.52.
25 July 2000 : The Minister of Petroleum proposes to the Respondent's Council of Ministers for its session on 25 July 2000 that a memorandum of understanding should be entered into with UFACEX.40 This is followed by a letter from the Minister dated 27 July 2000 to the Prime Minister, Dr Atef Ebeid, on the SPA's pricing terms.41 Also in July 2000, the Minister sends a separate memorandum to the Council of Ministers, summarising the then-draft SPA and the Project as a whole, and seeking the Council's approval for "signing a contract with the Spanish Company Unión Fenosa."42 This memorandum clearly preceded the SPA's signing ceremony on 1 August 2000.
5.53.
The Minister of Petroleum's memorandum to the Council of Ministers for its session on 25 July 2000, seeking its approval for the SPA, acknowledges that the SPA prices fall within the range with accepted international prices:43

In April 2000, Unión Fenosa […] requested to sign a contract on purchasing the Egyptian natural gas to manufacture, liquefy and export, and market it in Spain. In this framework, an understanding memorandum was [executed] between the Egyptian General Petroleum Corporation (EGPC) and Unión Fenosa in May […] During the landmark visit which was paid by His Excellency President Mohamed Hosni Mubarak to Spain and which supported the project within the framework of encouraging the economic cooperation between the two countries, and after signing the above mentioned memorandum, intensive negotiations were carried out between the two parties. The negotiations lasted till after the termination of the visit and they aimed to sign the gas sales agreement and implement the first project for natural gas liquefaction and export in the history of Egypt. […]

The above mentioned table shows that the agreed upon prices for the sale of natural gas to Unión Fenosa company are in the range of international prices.

In light of the foregoing, the matter is submitted before the Council of Ministers to kindly approve the following:

- signing a contract with the Spanish Company Unión Fenosa to purchase a quantity of natural gas estimated to be about 4 billion cubic meters per year for 25 years of a total quantity estimated to be about 3.5 trillion cubic feet of gas […] according to the conditions and prices mentioned in the memorandum to be paid in dollars.44

5.54.
25 July 2000 : The Council of Ministers and the Prime Minister discuss and approve the SPA.

Approval […]

Signing a [n agreement] with Unión Fenosa Company to develop a project for the liquefaction of natural gas for export to Spain […] Thus, H.E the Prime Minister wrapped up the meeting at 3:30 p.m. He thanked the members of the Cabinet and wishes them continued success.45

5.55.
27 July 2000 : The Minister of Petroleum sends a letter to the Prime Minister regarding success in negotiating higher gas prices with UFACEX under the SPA:

I have the honor to inform you that we have negotiated with the Spanish company after the Cabinet meeting in a final attempt to improve the maximum price as per the proposed equation for the sale of Egyptian gas and in light of the desire of the Spanish company to closely cooperate with the Egyptian government, the negotiations succeeded and the company agreed to improve the maximum price to be increased by25% […] The Egyptian General Petroleum Corporation has signed the contract with the Spanish Company Unión Fenosa S.A. according to the above mentioned and the main conditions which were stated in the memorandum submitted to the Cabinet. I take this opportunity to congratulate His Excellency President Hosni Mubarak and you for signing the first contract in Egypt's history to export the Egyptian gas.46

5.56.
27 July 2000 : At a meeting, Mr El Komy introduces the Japanese contractor Chiyoda to Unión Fenosa.47

I would like to present to you a summary of the meeting held with the CHIYODA company (Mr Nagata and Mr Kenzo Ukibe) on the preliminary UFG assessment of potential sites for an LNG plant in Egypt.48

5.57.
29 July 2000: The Ministry of Petroleum (Technical Affairs Division) acknowledges approval of the draft SPA by EGPC Board and approval by Council of Ministers prior to the execution of the SPA. In that acknowledgment, the following is recorded:

The role of the Egyptian Petroleum sector: Sale and supply of gas in the quantities and specifications required to the liquefaction facilities at the project's site in northern Egypt, at a price paid in hard currency and ranging from 0.75-1.25 USD MMBTU […] Attached is a table [that] indicates the sale prices of natural gas which is distributed […] in some countries competing with Egypt. The prices are almost identical to the price of selling gas to liquefaction units […]

The Project was submitted to the Economic Commission of the Board of Directors of the Egyptian General Petroleum Corporation and approved on 20/7/2000. The Economic Commission recommended consulting the board of the Egyptian General Petroleum Corporation in this regard and the board approved the project in its 12th session on 20/7/2000. The Project was also submitted to the Council of Ministers and the council approved the project on 25/7/2000.49

5.58.
1 August 2000: UFACEX and EGPC execute the Natural Gas Sale and Purchase Agreement (the "SPA").50 Article 16.4 of the SPA contains a CRCICA arbitration clause. Article 24.1 of the SPA provides that each Party to the SPA represented that it acted "as principal and not as agent, fiduciary, or any other capacity." Mr Shabaan testified at the Hearing that EGPC was negotiating the SPA in its own name.51
5.59.
Later, on 17 October 2002, EGPC gave notice that it had novated its rights and responsibilities under the SPA to EGAS, effective as of August 2000.52 On 30 June 2003, UFACEX sought permission to novate its rights and responsibilities under the SPA to UFG, which EGAS granted.53
5.60.
In brief, under the SPA (as later amended), UFG acquired the contractual right to receive from EGAS a certain supply of natural gas at the Damietta Plant over a period of at least 25 years. EGAS was to supply up to the maximum amount of natural gas needed for the nominal capacity of the Plant, which resulted in a gas quantity of 7.56 billion cubic meters per annum ("bcma"). The economics of the Damietta Plant were dependent upon its receiving the contractually agreed quantities of natural gas from EGPC (later EGAS).
5.61.
Later, the Ministry of Petroleum produces a number of memoranda on the SPA for the Council of Ministers or the Minister for Petroleum, after the SPA had been signed on 1 August 2000: an undated memorandum;54 a memorandum dated 14 November 2006 outlining amendments to the SPA's pricing mechanism, which had been negotiated with UFG;55 and two memoranda dated 27 August 200756 and January 200857 concerning further proposed amendments to the pricing mechanism in the SPA. The Tribunal concludes the Respondent, by its Ministry of Petroleum and Council of Ministers, was and remained familiar with the terms of the SPA.
5.62.
The recitals to the SPA set out its purpose:

WHEREAS, Buyer intends to contract with Seller for the firm supply and transportation by Seller of NG to the Complex, in which the NG will be liquefied and transformed into liquefied natural gas ('LNG'), to be exported for sale to Spain and other territories.

5.63.
The SPA contains several guarantees of supply of natural gas to the Damietta Project, including:

Section 5.1. Seller shall at all times keep a back up supply to meet an on stream (load) factor of 95% of the LNG Complex.

Section 23.2. Adequacy of Supply. Seller is the sole responsible [party] for securing adequate supplies of N [atural] G [as] for performance of its obligations hereunder. Seller shall, throughout the Term, provide Buyer or Lenders with such further assurances as Buyer or Lenders may reasonably request from time to time regarding the continued adequacy of N [atural] G [as] supply sources relied upon by Seller to perform hereunder.

Section 24.3. Adequacy of Supply of N [atural] G [as]. Seller is aware that the supply of N [atural] G [as] to Buyer under this Agreement is a key element for the successful development of the Project, and therefore Seller represents and warrants that its availability of NG will be sufficient to feed the Complex under the terms and conditions of this Agreement. Also Seller represents and warrants that it has, and will have during the Term, all the legal, administrative and corporate rights, licenses and authorizations to deliver the N [atural] G [as] at the Delivery Point and to comply with all its obligations under this Agreement.

5.64.
It also contains a force majeure provision that carves out "changes in market conditions" from force majeure.

15.3 Failure of Market.

(b) In the case of the Seller, Force Majeure shall not include changes in market conditions including, without limitation, changes that:

(i) Directly o [r] indirectly affect the demand for or price of N [atural] G [as].

(ii) Result in the diversion of N [atural] G [as] to other users.

(iii) Are due to the inability of the transportation system and/or pipeline (whether for reasons of maintenance, repairs or lack of capacity or otherwise) to meet consumer demand and/or Buyer demand.

5.65.
EGPC undertakes in the SPA to obtain from Egyptian authorities an undertaking not to interfere with UFACEX's rights under the SPA:

Section 21.1. EGPC's support to the Project. EGPC undertakes to procure that the Egyptian authorities undertake not to interfere with the rights of Buyer under this Agreement, and not to dictate or promulgate any act or regulation which could directly or indirectly affect the rights of Buyer under this Agreement, or affect the capacity of Buyer [sic] to perform its obligations under this Agreement, even in the case of a N [atural] G [as] shortage in Egypt, save for Force Majeure as defined in this Agreement.

EGPC shall also assist and actively collaborate with Buyer to obtain any authorization and/or legal, administrative or governmental benefit to Buyer for the Project and/or the construction of the Complex.58

5.66.
Given the importance of the gas supply for the LNG Project, to be made by EGPC (later EGAS), this undertaking by the Egyptian authorities was no formality. It was a contractual requirement of great significance. It was made in the form of the letter dated 5 August 2000 from the Ministry of Petroleum, cited below.
5.67.
03 August 2000: Egyptian Counsel for UFACEX confirms that the negotiation and signature of the SPA were proper and comply with all applicable Egyptian regulations:

According to the relevant laws applicable in the Arab Republic of Egypt, the Egyptian Petroleum Corporation is entitled to execute the [SPA] [...]

No law, ordinance, statutes or regulations of the Arab Republic of Egypt or of any local authority applicable to or binding on EGPC or by which EGPC will become bound [...] will be violated by the execution and delivery of the [SPA].59

5.68.
05 August 2000: By letter dated 5 August 2000 to Unión Fenosa, the First Under-Secretary of the Ministry of Petroleum writes, in English:

On behalf of the Ministry of Petroleum I have the pleasure to inform you that the Egyptian Government official [sic: officially] endorsed the natural gas Sales and Purchase Agreement signed on August 1st, 2000 between UFACEX and EGPC [...]60

5.69.
08 August 2000: UFACEX executes an agreement with the Damietta Port Authority.

The agreement's purpose is:

Preamble.

I. UFACEX is exploring the commercial feasibility of building, owning and operating a natural gas liquefaction facility within the area of and adjacent to the Damietta Port, such complex to comprise special facilities for the transmission, processing, storing, loading and shipping of supplies of natural gas and exports of liquefied natural gas within the Damietta Port site.

II. To this effect, UFACEX, subsequent to the execution of a Memorandum of Understanding of May 17 2000, with the EGYPTIAN GENERAL PETROLEUM CORPORATION (EGPC), have executed on August 1 2000, a Natural Gas Sale and Purchase Agreement with the EGPC for an initial period of 25 years to be extended under mutual agreement to an additional period of 25 years.

This liquefaction complex may also include power generation facilities.

According to such Agreement, the commencement of supply on natural gas shall take place on the second half of year 2004.61

5.70.
[REDACTED]
5.71.
18 October 2000: SEGAS executes an agreement with the Damietta Port Authority. The agreement records:

Article 1 — Subject of the Agreement:

The First Party hereby’ undertakes and agrees to grant the right to use to the Second Party, which accepts to acquire it, regarding an area located at Damietta Port, Egypt. This area shall be defined by’ reference to: (I) The area offered by the First Party as described in the map attached as Exhibit 4 to this Agreement and (H) that area marked with horizontal stripes as UF process area within the northern boundaries defined by points A, D, E, F, and G in Exhibit 5 to this Agreement. Both Exhibits 4 and 5 shall describe the area of this Agreement (The Area). The Area shall be surrounded by a wall made of bricks, similar to those available inside the Port.

Article 2 — Object:

The Second Party shall have the right to use the Area to build, own and operate a natural gas liquefaction facility (Complex), for the purpose of transmitting, processing, storing, loading and shipping supplies of natural gas and exports of liquefied natural gas by’ the Second Party’. Such Complex shall also include other facilities such as jetty, a flue gas flare, power generation facilities, and others that might be convenient.63

5.72.
18-31 October 2000: EATCO participates in initial technical meetings with EGPC and UFACEX. This is recorded in a fax from Mr Villanueva of UFACEX to EGPC, following up on questions arising out of that meeting:

In a new meeting held in Cairo (October 18th, 2000) between EGPC (Mahmoud Latif Amer), GASCO (TBA), Mr Yehya El Komi and other member[s] of our company, [it] was said [to] us that [...] [technical details regaiding the gas supply].64

In a letter to EGPC, Unión Fenosa requests further meetings to resolve technical details about the gas to be supplied, saying:

[W]e would like to have a meeting next Tuesday October 31 - 2000 at 10.00 a.m. hour between EGPC, GASCO, EATCO, UFACEX and our CONTRACTOR (CHIYODA Corp.). [...]

Mr Yehya El Komi shall be in contact with you or Mr Hassan Akl to confirm and prepare this meeting."65

5.73.
28 October 2000 : Unión Fenosa sends a letter to EGPC with an update on the Damietta Project, requesting information concerning approvals from Egyptian authorities to build the LNG Plant.

[I]n order to progress with our project we will thank you if you could officially inform us about the steps to be done in order to obtain the necessary approvals in front of the Egyptian Authorities to construct our LNG plant in Damietta site (what kind of documents have to be done and the Egyptian Authorities to present these).66

5.74.
11 November 2000 : Egypt's General Authority for Investment (GAFI) approves the establishment of the "SEGAS Project."67 It records SEGAS status in accordance with Investment Law No. 8 of 1997, as an Egyptian Joint Stock Company established under the Private Free Zone System.68
5.75.
16 December 2000 : The Damietta Port Authority issues a license to SEGAS, following the approval of Cabinet of Ministers, to construct and operate a liquefied natural gas plant and port:

With reference to The Cabinet's approval in its session [...] that [SEGAS)] [...] subject to the provision of the Free Zone regime (under formation) to construct, operate and transfer A Specialized Petroleum' Jetty in accordance with (BOT) system for handling, loading, unloading and export liquefied Natural Gas and petroleum products according to (BOT) system in compliance with the provisions of the Law No. 22 of 1998 which amended Law No. 1 of 1996 issued regarding specialized ports in order to serve the project of establish, owns and operate a complex for Natural Gas liquefactions and export thereof [...]69

2001

5.76.
February 2001: The Prime Minister of Spain visits Egypt in February 2001; and the Prime Minister of Egypt visits Damietta in October 2001. Later, on 1 February 2002, Unión Fenosa writes to the Egyptian Ministry of Defence about the removal of military housing that was an obstacle to the Damietta Project, and refers to both visits).70
5.77.
06 February 2001: The Egyptian Cabinet provides its preliminary approval of the construction of the LNG Plant in Damietta. This is referred to in a letter from UFACEX to the Damietta Port Authority:

Based on the License Basis signed between Damietta Port Authority’ and [SEGAS], as an affiliate of UFACEX, on December 6, 2000 for the building, ownership, operating and transfer of a specialized petroleum Jetty’... and to build, operate and own a natural gas liquefaction plant, in an area of land owned and administered by’ Damietta Port Authority.

And with regard to the above and the preliminary approval by the Egyptian Cabinet to such project, issued on February’ 6, 2001 and the final one signed by the Cabinet on March 17, 2001.71

5.78.
13 February 2001: UFACEX is aware that there may be supply shortfalls in the Damietta area: see the email from UFACEX to the New Project Management of 13 February 2001.72
5.79.
[REDACTED]
5.80.
[REDACTED]
5.81.
[REDACTED] It was also described by the Claimant when it acknowledged that part of Mr El Komy’s US$ 6.88 million contribution to SEGAS capitalization was [REDACTED]74
5.82.
28 February 2001: Unión Fenosa sends a letter to EGPC with an update on the Damietta Project and requesting information concerning approvals from the Egyptian authorities. The letter says:

[I]n order to go ahead with our project we will thank you if you could officially inform us about the steps to be done in order to obtain the necessary’ approvals in front of the Egyptian Authorities to construct the LNG plant in Damietta site (what kind of documents have to be done and the Egyptian Authorities to present these).75

5.83.
17 March 2001: Egypt's Prime Minister issues a Decree granting SEGAS a license to "build, own[] and operate a Natural Gas Liqu[e]faction Complex and export LNG," as well as "build, [o]perate and [t]ransfer a specialized Petroleum Jetty" in the Damietta Free Zone. The Prime Minister's Decree recognises that SEGAS operates as a private Free Zone Company under Law No 8 of 1997 and (as also cited above) that SEGAS would be regulated by Law No. 1 of 1996 as regards specialised ports. The Prime Minister's Decree records that the Decree had been approved by the Cabinet; and it called upon the Minister of Transportation to execute the Decree.76
5.84.
The Claimant contends that the licence was "based on the approval of the [Egyptian] cabinet."77 This is supported by a letter from UFACEX to the Damietta Port Authority, quoted above:

And with regard to the above and the preliminary approval by the Egyptian Cabinet to such project, issued on February 6, 2001 and the final one signed by the Cabinet on March 17, 2001.78

5.85.
04 April 2001: Mr El Komy and other representatives of SEGAS attend a site handover meeting with the Damietta Port Authority. A few days earlier, on 29 March 2001, UFACEX had issued a Statement of Requirements for the Damietta Plant.79 A report into the handover, prepared by the Damietta Port Authority, records:

Firstly: The committee ha[s] examined the following documents:

1. The resolution of committee formation No. 116 of 2001.

2. Hand-over report of the land from the New Communities Authority dated 25/3/2001. (Annex no. 1)

3. Cabinet Decree No. 335 of 2001 granting license for concession to construct a specialized jetty and approving the project.

4. License issued by Damietta Port Authority and the annexes thereof regarding the landplot for the project.

5. The attached map signed by DPA and SEGAS, which specifies the boundaries.

6. And according to the minutes of meetings held between the two parties regarding hand-over of the landplot and evacuation thereof from occupations, relocation and construction of the fence and the documents relating to all such matters and other related matters.80

5.86.
07 May 2001 : SEGAS is formally registered in the commercial registry of Egypt. This is evident from a covering letter by UFACEX regarding various documents, including:

Please find attached hereto the following documents [...] A photocopy of the Business Registry document (provided by Yehia El Komi) [...]81

5.87.
08 July 2001 : EGPC and UFG discuss gas supply and EGPC's participation in the Damietta Plant as the sole Egyptian shareholder (in SEGAS), as described in EGPC's letter to UFG:

Reference to your Fax [...] concerning the agenda of the proposed meeting in Cairo next week, we would like to emphasize the following:

1. Gas supply to the first train will be 450 MMSCFD equivalent to 4 bcm as per article 4 of the contract which may have been repeatedly communicated with you in several occasions.

2. EGPC participation of 10% in Damietta LNG plant is based on the concept that EGPC will be the only Egyptian shareholder in this project.

Mr Fernández Martínez testified:

During the EPC Bid Process in 2001, the two consortiums that we considered recommended increasing the capacity of the LNG train to 7.56 Bcm instead of 4.4 Bcm as originally agreed. This would allow a large increase in capacity with almost the same initial investment and equivalent operating costs because of significant economies of scale. We proposed the increase in the size of the project and the Ministry of Petroleum agreed, repeatedly assuring UFG that Egypt had ample gas supply to accommodate expanded capacity and approved the expansion. Later, in 2002, UFG offered Egypt the opportunity to participate directly in the Damietta Project and thus monetize Egypt's natural gas resources by selling LNG directly on the international market. The Government expressed its interest in having EGAS and EGPC buy this increased capacity.82

5.88.
19 July 2001 :The Prime Minister issues a Decree establishing EGAS:

Article 2: The said company shall be vested with the status of juridical [legal] personality and shall be considered a [private] person of the Special Law.

Article 3: The Minister of Petroleum shall be the minister concerned with applying the provisions of [...] Law No. 203 of the year 1991 concerning this company and the affiliated companies [...]

Article 4: The Company's purpose shall be to operate in all activities of natural gas, and it shall in particular have power to:

(1) Promote and merchandise gas activities investments;

(2) Propose the plans for natural gas industries and projects;

[...]

(5) Assume the management and supervision work on gas activity as shall be determined by the Minister of Petroleum; [...]

Article 5: The Company shall be powered to invest its property and funds by itself or through its affiliated companies. [...]

Article 6: The management of the company shall be assumed by a board of directors to be formed [...] upon the proposition of the Minister of Petroleum [...]

Article 7: The Board of Directors is the higher authority controlling the company's affairs and disposal of its matters. It may adopt whatever decisions it deems necessary toward realizing the purpose for which the company is established and within the context of the targets, plans and general policies of the State.

Article 8: The Company's general assembly shall be formed under the chairmanship of the Minister of Petroleum [...] to be selected by virtue of a decree of the Prime Minister upon the proposition of the Minister of Petroleum [...]

Article 11: The Company's property shall be considered privately owned state-property. The company shall settle the annual profits [...] to the Ministry of Finance.

Article 12: The Company's articles of association shall determine its duration. This shall be issued by virtue of a decree of the Minister of Petroleum [...]83

5.89.
28 August 2001: UFACEX and the intended Contractor discuss turndown issues relation to the Damietta Plant. These may give rise to re-design and additional costs.84
5.90.
08 October 2001 : UFG meets with the Ministry of Petroleum, seeking assistance in relocating the military base as part of the construction of the Damietta Plant. UFG also sends letters following the meeting, repeating the request:

According with our meeting held on September 4th, in which we commented about the evacuation of the Military Base that occupies [...] the Damietta site which also coincide with the location of the LNG Storage Tank No. 1.

Up to date we have not received any response from the militaries after the meeting held on September 4th in Damietta, I beg your best efforts in order to cause the evacuation of the base and not take any longer concerning the construction of the LNG plant.85

5.91.
16 October 2001 : UFG meets the Minister of Petroleum, requesting assistance in relocating the military base to facilitate the construction of the Damietta Plant.

His Excellency,

After our meeting held on October 16, 2001, I would like to mention again that the military housing that occupies one part of the site over which the Plant is being built has not been removed... we kindly ask for your best efforts in order to solve this matter as soon as possible.86

5.92.
23 October 2001 : EGAS and UFG meet to discuss a technical evaluation of the offers for the engineering, procurement and construction ("EPC") contract. The results of this meeting are recorded in a letter from EGAS to UFG:

We would like to thank you for your brief technical presentation [...] concerning Unión Fenosa technical evaluation of the EPC contract offers [...] [W] e [are] still waiting for more information and or clarifications to enable us [to] draw a conclusion regarding your recommendation to award the EPC contract.87

5.93.
31 October 2001 : By this date, EATCO had been authorised to operate in the Egyptian gas sector.88 On 31 October 2001, the Egyptian Prime Minister visits the SEGAS construction site in Damietta Free Zone. Later, again, UFG seeks the Prime Minister's assistance in relocating military housing to facilitate construction of the Damietta Plant:

[I]n view of the interest that you showed when you visited our GNL Plant at Damietta Port on October 31, 2001, I feel bound to advise you that the military housing occupying part of the land on which the Plant is being built has not yet been removed. [...] We therefore beg your cooperation in solving this problem as soon as possible. There is no disagreement as to the terms of evacuation; all that is required is an order to carry it out.89

5.94.
31 October 2001 : UFG meets the Minister of Transport, requesting his assistance in relocating the military base to facilitate construction of the Damietta Plant. This meeting is referred to in a later letter from UFG:

His Excellency,

In regard of our meeting held on October 31, 2001 at Damiet [t] a, I would like to mention again that the military housing that occupies one part of the land over which the GNL plant [is] being built has not been removed... As you know, the Port Authorities have provided a new site for the Military housing [...] and [...] we kindly ask for your best efforts in order to solve this matter as soon as possible.90

5.95.
09 December 2001 : The General Authority for Foreign Investment and Free Zones ("GAFI") issues a tax-free status license to SEGAS:

The Spanish Egyptian Gas Company (SEGAS) is licensed to carry out its activities in the Private Free Zone [...] The duration of this license is 25 years, could be extended after the approval of GAFI. [...]

The Company shall be bound by the rules of the Investment Law No. 8 of 1997 and its executive regulations, as well as all the current and future decisions regulating Free Zones [...] "91

5.96.
19 December 2001 : The Signing Ceremony takes place for the engineering, procurement and construction ("EPC") contract between SEGAS and the Halliburton Consortium. The minutes of a SEGAS Board meeting, held on 20 February 2002, note with respect to this contract that:

It is important to emphasize the reference that is made about the official signing ceremony of the EPC Contract, awarded to the consortium formed by Hallibu[rt]on KBR (formerly Kellogg Brown & Root), Japan Gasoline Compa[n]y Co. and Técnicas Reunidas S.A., as per the unanimous agreement of SEGAS Board of Directors held on September 20, 2001. The signing ceremony took place on December 19, 2001.92

5.97.
UFG was to expend an amount of about US$ 1.3 billion to build the Damietta Plant and associated facilities in Egypt. The Damietta Plant was built as an integrated single-train facility for the production of liquefied natural gas ("LNG"). It was located in the Damietta Port Private Free Zone about 60 kilometres west of Port Said and the Suez Canal. At the time of its construction, the Damietta Plant was the largest natural gas liquefaction train operating in the world. It was completed on time and within budget.

2002

5.98.
1 February 2002 : UFG asks the Minister of Defence for assistance in relocating the military base so as to facilitate the construction of the DamiettaPlant:

Through [] the Damietta's Port Authority we have maintained several meetings, some of them, being attended by Militaries in Charge, reaching an agreement in which we would take care of the expenses that this military housing re-location may originate, and the Port Authorities would provide them a new site inside the Damietta's Port. [...]

[O]ur situation right now is critical and if this relocation does not occur on an immediate date, there would be a delay on the starting up of the plant with the consequent detriment for both countries, Spain and Egypt, and will entail a loss of income from the GNL sale. [...] [O]n the practice of your responsibilities as Minister of Defence of the Government of the Arab Republic of Egypt, I kindly ask for your intervention, [i]n the knowledge that in your hands is the solution to this issue, that although small for your responsibilities, is of great significance for the well being of the project that we consider of great interest and importance for both countries.93

5.99.
20 February 2002 : The SEGAS Board meets to discuss (inter alia) the shareholders' payments to EGAS' capital, actions to be taken in respect to defaulting shareholders, an increase of the issued capital to US$ 300,000,000 and obtaining commercial loans by SEGAS management pending the increase in the share capital.94 With respect to EATCO’s 40% shareholding of SEGAS, the Minutes of the Board meeting indicate EATCO’s default on a requested payment for up to 25% of the issued capital:

EATCO, however, have only offset credits to SEGAS [...] in the amount of 651,033 US $, and has made a direct disbursement of 548,967 USS which represent a total amount of 1,200,000 USS. EATCO, therefore, still remains liable to the Company in the amount of 3,120,000 USS. [...] Accordingly, EATCO is required by the Board to fund the amount of 3,120,000 US Dollars immediately.95

5.100.
Item No. 3 of the Minutes further indicates that "EATCO is in default [of] its relevant obligations in the amount of 30,000,000 US dollars," based on a decision of SEGAS’ Board of Directors of 16 October 2001, resolving that the entirety of SEGAS' issued share capital had to be paid before 31 January 2002.96
5.101.
According to the Claimant, EATCO was required to pay this US$ 30 million out of its own resources, even if it had used [REDACTED] to finance its participation in SEGAS.97
5.102.
The Tribunal notes that EATCO’s default in the stun of US$ 30 million was a small fraction of the total cost of the Damietta Plant. Its own cash contribution to SEGAS’ capital at this date was limited to US$ 548,967, less than 0.00043% of the total cost incurred by SEGAS.
5.103.
[REDACTED]
5.104.
[REDACTED]
5.105.
[REDACTED]
5.106.
[REDACTED]
5.107.
[REDACTED]
5.108.
[REDACTED]
5.109.
24 April 2002 : UFG thanks the Minister of Petroleum for his assistance in relocating the military base to facilitate the construction of the Damietta Plant:

His Excellency,

[W]e have received the confirmation of the evacuation of the military base, located on our site at the Port of Damietta [...] I want to thank you in a very special way, [for] the effort carried out and the interest shown to this matter, in order to achieve finally that the site is totally free to begin the construction [...]

I would like to emphasize the relevance of this event due to the fact that it avoids any interference for the development of this important project for both, Egypt and Spain.102

5.110.
24 April 2002 : UFG thanks the Ministry of Maritime Transport Sector for its assistance in relocating the military base to facilitate the construction of the Damietta Plant:

Once on receipt of the confirmation of the military base evacuation from our site at the Port of Damietta, and being aware of your continuous dedication, efforts and personal intervention in order to make possible the beginning our LNG tank no 1 construction, I want to show you my most sincere gratitude.

I would like to emphasize the relevance of this event that prevents us from any interference on the development of this important project for both, Egypt and Spain.103

5.111.
[REDACTED]
5.112.
[REDACTED]
5.113.
[REDACTED]
5.114.
[REDACTED]
5.115.
Mr. Fernández Martinez also signed the Sale and Purchase Agreement as a proxy for EATCO. The Respondent contends that Mr Martinez was ultimately involved in Mr El Komy's buyout and continued payment by UFG and SEGAS. Yet, as a witness before this Tribunal, he never once mentioned Mr El Komy in his witness statement: nor did he reveal any of this information during his oral testimony at the Hearing.107
5.116.
[REDACTED]
5.117.
[REDACTED]
5.118.
[REDACTED]
5.119.
[REDACTED]111
5.120.
17 October 2002: EGPC "assigns" (novates) its interests in the SPA to EGAS (with such assignment retroactive to August 2001):

[B]y means of this letter[,] we hereby notify you that effective as of August 2001, of the following:

1. The Egyptian Natural Gas Holding Company (EGAS) a Petroleum entity incorporated by law No. 203 of 1991 has been fully assigned by EGPC, in executing the SPA […]112

2003

5.121.
30 June 2003 : UFACEX "assigns" (novates) its interests in the SPA to UFG.

[W]e hereby notify you [of] UFI's intention to assign the SPA [...] to UFGas and we request from you...your written permission for such assignment of the SPA, and of all [of] UFI's rights and obligations under the SPA, to UF Gas […]113

5.122.
30 June 2003 : EGAS and UFG execute a Framework Agreement (the "Framework Agreement"). The Agreement modifies "[t]he total quantities of natural gas to be supplied by EGAS to [UFG] under the SPA during the build-up period." The Framework Agreement locked in supply to UFG at 4.4 bcm per year from the fifth contract year (and 3.63 bcm per year for the first four contract years).114
5.123.
30 June 2003 : EGPC, EGAS and UFG execute the Participation Agreement (the "Participation Agreement"), making EGAS and EGPC each 10 per cent shareholders of SEGAS.

The purpose and effect of this Agreement is to set forth the terms and conditions that will govern the participation by EGPC and EGAS in SEGAS and the collaboration between the Parties in the development of the Plant.115

5.124.
30 June 2003 : EGAS (as "Toller") and SEGAS (as "Owner") execute a Contract (the "EGAS Tolling Contract");116 and UFG and SEGAS also execute a Tolling Contract (the "UFG Tolling Contract").117 A condition for the Parties' rights in relation to the EGAS Tolling Contracts is "the acquisition by EGPC and EGAS of a participation in the share capital of [SEGAS] as contemplated in the Participation Agreement."118
5.125.
Under these Tolling Contracts, SEGAS would receive feedgas from EGAS to produce LNG for itself as well as for UFG. The EGAS and UFG Tolling Contracts require both UFG and EGAS to pay certain tolling fees.
5.126.
2 September 2003: The Prime Minister of Egypt meets with the Chairman of UFG in Caño. This meeting is scheduled by fax:

Reference is made to the letter of Mr Antonio Basagoiti addressed to HE. Sameh Fahmy Minister of Petroleum, concerning his proposed institutional visit to Egypt. In this regard, I have the pleasure to inform you that Mr Basagoiti's appointment with H.E. the Prime Minister has been scheduled on Tuesday, Sep[t]. 2nd, 2003.119

The visit is confirmed by return fax from UFG:

I would like to reconfirm the visit of our Chairman, Mr Antonio Basagoiti, to H.E. the Prime Minister next Tuesday 2nd of September in Cairo.

If possible, we would like to take this opportunity to meet also H.E. Sameh Fahmy, Minister of Petroleum on Tuesday 2nd of September.

I would like to inform you as well, that Mr Basagoiti will visit the installations under [...] construction of the GNL plant in Damietta on Wednesday 3rd of September.120

5.127.
23 November 2003 - The Six Documents: The Respondent refers, as the seventh document, to the Agreement of 23 November 2003 between Unión Fenosa Soluziona, S.A., EATCO. and Mr El Komy (the "Termination of Services Agreement’’) ("UFGTREATY 0047968").
5.128.
This document was ostensibly made in Madrid and is comprised of five pages. It is signed by Mr El Komy as a contractual party and for EATCO. Its preamble provides:

[REDACTED]

5.129.
According to the Respondent, the Claimant produced this document (not being one of the Six Documents the Claimant was ordered to produce pursuant to Procedural Order No. 13) in an attempt to show that [REDACTED] The Respondent states that it is unclear why this arrangement was terminated at the end of 2003, but contends that it nonetheless demonstrates that the Claimant maintained its relationship with Mr El Komy. Moreover, [REDACTED]
5.130.
[REDACTED]

2004

5.131.
24 February 2004 : UFG requests EGAS to help obtain the execution of the Participation Agreement and the EGAS Tolling Contract, so that they enter into full force the following month. UFG writes:

Once again in Madrid after the visit to Damietta, I would like to thank you for the opportunity to show you our LNG Plant, where you could appreciate the magnitude of the Project and the progress of the construction works [...] As you can understand, dear Mohamed, now it is extremely important, as I had the opportunity to comment with you and with H.E. the Minister last Thursday in Damietta, to make a final effort in order to achieve that the Participation Agreement and the Tolling Contract enter in full force before the end of March, as it is agreed.121

5.132.
31 March 2004 : SEGAS, UFG and EGAS execute the Coordination Agreement ("COMAT"), with SEGAS as "Owner" and EGAS and UFG as "Tollers." COMAT addresses the natural gas to be tolled and the LNG to be lifted from the Damietta Plant by both Tollers.122
5.133.
31 March 2004 : EGAS (as "Seller") and UFG (as "Buyer") execute the Coordination, Operating and Measurement Agreement ("COMAS"). COMAS addresses EGAS' delivery and sale of gas to UFG.123
5.134.
31 March 2004 : UFG and SEGAS amend their UFG Tolling Contract, to ensure dividends from SEGAS operations are at a rate reflecting an 11% return on equity, reducing expected dividends by removing "Premium ROE" (designating a 15% return on equity):

2.15. The Parties agree to remove from the UFGas Tolling Contract the definition of 'Premium ROE' and, accordingly, all references to such term (as defined in the UFGas Tolling Contract) shall be removed from the UFGas Tolling Contract.

2.16. The definition of the term 'Basic ROE' as provided for in Article 1 (Definitions and Interpretation) of the UFGas Tolling Contract is amended and restated to read as follows:

'Basic ROE means 11%'124

EGAS and SEGAS make the same amendments to their Tolling Contract:

2.17. The Parties agree to remove from the EGAS Tolling Contract the definition of 'Premium ROE' and, accordingly, all references to such term (as defined in the EGAS Tolling Contract) shall be removed from the EGAS Tolling Contract.

2.18. The definition of the term 'Basic ROE' as provided for in Article 1 (Definitions and Interpretation) of the EGAS Tolling Contract is amended and restated to read as follows:

'Basic ROE means 11%'125

5.135.
July-August 2004 : EGAS and EGPC seek to become official SEGAS shareholders, which requires obtaining an official GAFI decree. UFG writes to EGAS:

On the basis of the Board of Directors and the Extraordinary General Assembly resolutions we will then obtain the relevant GAFI Decree and Commercial Registration, after which EGAS and EGPC will become officially shareholders of SEGAS and their representatives will be formally appointed as Board Members.126

And later:

The required documents, according with the Laws and Regulations of Egypt, were presented to GAFI in order to obtain the approval of the increase of capital issue. As soon as we will obtain this approval from GAFI, we will immediately present the documentation to the Commercial Register, in order to register the modification of the Articles of Incorporation.

We are doing our best efforts to finalise the participation process in accordance with the Egyptian Laws and Regulations as soon as possible.127

5.136.
November 2004 : The Damietta Plant's production operations begin. UFG's website notes:

Construction of the plant began in March 2002, with production starting in late November 2004.128

2005

5.137.
23 January 2005 : UFG exports the first LNG cargo to Spain from the Damietta Plant.

A news article at the time reports:

Egypt's first shipment of liquefied natural gas (LNG) left the port of Damietta for Spain yesterday, opening up a new export sector crucial to the country's economic future.129

5.138.
20 April 2005 : EGAS, UFG and SEGAS reach agreement regarding the commercial start date of the Damietta Plant.

As you are aware of, pursuant to the Agreement dated 20 April 2005, SEGAS, EGAS and UFGas have agreed that the Commercial Start Date of the Damietta LNG Plant shall take place after the date of signature of such Agreement (this is, after 20 April 2005).130

5.139.
30 May 2005 : President Mubarak inaugurates the Damietta Plant, as Egypt's first LNG facility. EGAS publishes a press release that says:

President Hosni Mubarak, accompanied by Dr Ahmed Nazif, the Prime Minister and Eng. Sameh Fahmy Minister of Petroleum, inaugurated on Monday 30 May, 2005 the first LNG facility in Egypt located in Damietta in Mubarak Complex for Natural Gas and Petrochemicals.131

5.140.
11 July 2005: By notice to EGAS and UFG, SEGAS declares force majeure under the EGAS and UFG Tolling Contracts.132 SEGAS lifts force majeure by notice of 28 August 2006: see below.
5.141.
14 July 2005 : EGPC represents in an offering memorandum to investors that EGPC operates under the supervision of the Ministry of Petroleum:

EGPC reports directly to the Egyptian Minister of Petroleum, which has ultimate responsibility for exploitation of all mineral resources of the Arab Republic of Egypt. All decisions of the Board of Directors are required to be notified to the Minister of Petroleum for approval [...]133

5.142.
15 October 2005 : EGAS reminds UFG of the priority it gives to local demand for natural gas.134

2006

5.143.
Following the Damietta Plant's entry into service, from October 2006 to 2012 (so UFG contends) EGAS did not comply with its supply obligations under the SPA; and annual gas supply to UFG ranged between 84% and 61% of the contractually agreed supply.135
5.144.
18 June 2006: On 18 June 2006, a framework agreement for the Damietta Plant's second train is made between EGAS, UFG, SEGAS, ENI and BP Egypt LNG Limited.136 This agreement was not further pursued; and no second train was constructed at the Plant.
5.145.
20 June 2006 : Unión Fenosa, UFG and ENI reiterate to the Minister of Petroleum their willingness to share their technical expertise to improve electricity generation efficiency in Egypt:

Following the recent conversations held in Cairo, our companies are ready to carry on a deep analysis and to significantly contribute to the further implementation of an energy saving programme in the power generation and industrial sector in Egypt. [...]

His Excellency, our companies have significant know-how in CCGT power stations, in the repowering of existing facilities and in energy saving programme. We are ready to make available this know how and to cooperate with Your staff as well as all the concerned Egyptian Authorities and related Companies for the implementation of the programme. [...]

His Excellency we are ready to arrange for a meeting with Your experts and representatives at Your earliest convenience in order to start the proposed activities […]137

5.146.
28 August 2006 : SEGAS confirms the end of its declaration of force majeure under the Tolling Contracts and announces the Commercial Start Date of 1 September 2006 under the Tolling Contracts with EGAS and UFG:

As you are aware of, a Force Majeure event was notified to you under the Tolling Contracts on July 11, 2005. In this respect, as anticipated in the last BoD of SEGAS we are glad to formally notify you that the Force Majeure event has been removed. Therefore the Commercial Start Date of the plant will be at 00:00 of September 1, 2006, as agreed in the last BoD of SEGAS.138

5.147.
11 October 2006 : Mr Sherif Ismail (then Chairman of EGAS) seeks meetings in Madrid with UFG:

I refer to our discussions that took place regarding holding a meeting to discuss terms and conditions of the Sale and Purchase Agreement for Damietta Train 1.

In this respect, please advise your availability during 30th and 31st October 2006, if required 31st October, to hold said meetings in Madrid, Spain […]139

5.148.
15 October 2006 : The "Commercial Operation Date" of the Damietta Plant occurs on 15 October 2006. Later documentation confirms this:

Tolling Contracts provide that, as from the Commercial Operation Date (COD), and not before, the Annual Delivery Program (ADP) shall be set, according to [which] the production amounts corresponding to each Toller out of the production capacity of the Plant and their respective contracted capacity under each TC are determined.

COD has been set on the 15 th of October 2006, according to the letter sent by SEGAS to the Tollers on the 21st of September 2006.140

5.149.
13 November 2006: UFG agrees with EGAS to pay an increased price for gas, through a Side Letter amending the SPA.

An[n]ex 1. Summary Table:

From 01-01-2007 to 01-07-2007:

If Brent >=33 USD/Bbl → 0,25 USD/MMBtu,

From 01-07-2007 to Commercial Start Date of Train 2, or 1 January 2012, whichever comes earlier:

If Brent >= 33 USD/Bbl → 0,25 USD/MMBtu, or

If Brent >=38 USD/Bbl → 0,375 USD/MMBtu, or

If Brent >=43 USD/Bbl → 0,50 USD/MMBtu,

From to Commercial Start Date of Train 2, or 1 January 2012, whichever comes earlier:

If Brent >= 33 USD/Bbl → 0,25 USD/MMBtu, or

If Brent >=38 USD/Bbl → 0,375 USD/MMBtu, or

If Brent >=43 USD/Bbl → 0.50 USD/MMBtu. or

If Brent >=48 USD/Bbl → 0,60 USD/MMBtu, or

If Brent >= 53 USD/Bbl → 0,70 USD/MMBtu.141

5.150.
14 November 2006: EGAS' Chairman Mr Sherif Ismail and the Ministry of Petroleum Undersecretaries send a memorandum to the Minister of Petroleum, concerning SPA price amendments. It acknowledges the Minister’s involvement in SPA negotiations in 2000: the Minister’s instructions to renegotiate gas prices after 2000; and the involvement of the Ministry of Petroleum and EGAS in an official visit to Spain to renegotiate gas prices in 2006:

In mid 2000 and before signing the contract with Unión Fenosa and through the final negotiations carried out with His Excellency’ Eng. the Minister of Petroleum, the first adjustment to the price equation was made with an increase to the maximum limit to reach 1.25 USD in case the price of Brent crude is more than 24 dollar/barrel [...] In addition to the above mentioned and within the framework of the instructions of Eng./ Minister of Petroleum to improve the terms of the contract signed with Unión Fenosa, a contract was signed with the company to increase the energy of the liquefaction plant to reach approximately 7 BCM annually [...] In the framework of the efforts which you have exerted in this regard based on your instructions to continue the negotiations with Unión Fenosa to introduce a new adjustment on the price equation of national gas (second adjustment) which is supplied to the company to be liquefied in favor of its interest in Damietta liquefaction plant in light of the current increase in the international prices of energy.

Eng. Hani Suleiman, the First Under-Secretary of the Ministry of Petroleum, and Eng. Sherif Ismail, Chairman of Egyptian Natural Gas Holding Company (EGAS) made an official visit to Spain during the period from 29-31st October, 2006. Several meetings were held with the officials of Unión Fenosa Company and after extensive discussions and negotiations for the adjustment of the maximum price which was determined by 1,25 USD\MMBTU in the original contract signed in August 2000, the negotiations were recently resumed […]142

2007

5.151.
26 January 2007 : UFG requests EGAS to meet its gas supply commitments.

The loss of production that we have experienced in the last months, due to lack of feed gas, is causing Unión Fenosa Gas a significant impact that gets worse during the months when the demand increases due to low temperatures in the winter season, and this prevents us from meeting the committed supplies with our clients in the Spanishmarket. [...]

Understanding and appreciating the continuous efforts of EGAS to improve the feed gas to Damietta, once again, I would like to ask you for a new effort in order to increase the feed gas to Damietta […]143

5.152.
13 February 2007 : In connection with SEGAS' refinancing of its debt, EGAS and the Royal Bank of Scotland PLC, on behalf of the lenders, engage Wood Mackenzie (as an independent consultant) to confirm "the reasonableness of contracted gas supply to Damietta" and gas supply and demand forecast to 2030.144
5.153.
14 February 2007 : EGAS represents to UFG that it will use its best endeavours to improve feedgas supply, attaching forecasts for the year.

Reference is made to your letter dated January 26th, 2007, concerning the feed gas to Damietta LNG Plant and your analysis for the production profile for 2006 and the production plan for 2007, please be informed that EGAS exert[s] its best endeavor[s] to improve the feed gas supply to Damietta LNG Plant [...]145

5.154.
31 March 2007 : The Ministry of Petroleum writes to UFG's Chairman, Mr Elias Velasco, concerning future mutual cooperation.

Dear Elias [Velasco, UFG's Chairman] [...] Looking for further mutual cooperation in the future.146

5.155.
24 May 2007 : President Mubarak issues a Decree declaring that the Board of Directors of EGPC will be chaired by the Minister of Petroleum.

Article One - The board of directors of the Egyptian General Petroleum Corporation shall be presided by the Minister of Petroleum and the membership of: - Minister of Finance; Minister of Electricity and Energy; Minister of Investment; Minister of Trade and Industry; Minister of State for Local Development [...] Three [members] with expertise in the main activities of the Corporation from the employees of the Ministry of Petroleum and its affiliated authorities to be appointed under a resolution by the board of directors upon the proposal of the Minister ofPetroleum.147

5.156.
28 May 2007 : Wood Mackenzie issues its report on SEGAS Damietta Financing.148 The report concludes that the amount of new LNG fields that would need to be discovered and brought on-stream, to ensure uninterrupted supply to the Damietta Plant until 2022, is achievable, if the then current rate of export activity was maintained at its current level and upstream gas sales discovery agreements were made swiftly following any new gas discovery.149
5.157.
Wood Mackenzie advise that Egypt needs to sign additional gas production contracts quickly or risk creating a supply/demand gap. It concludes:

A gas supply-demand gap emerges in the short-term (in 2009/2010) and therefore it is very important that progress is made on signing upstream GSAs and sanctioning new development projects this year. There is enough discovered gas to be developed until 2017/2018, after which point yet-to-find (undiscovered) reserves will need to be produced. [...]

In order to ensure supply to the LNG plant to the end of the loan tenor in 2022, some 26 tcf reserves need to be discovered and developed by 2016/2017, assuming that no further LNG exports are sanctioned. This is equivalent to an average annual discovery rate of 2.6 tcf/year over the next 10 years, which is lower than the average discovery rate of 4 tcf/year seen over the last 5 years. [...]

Wood Mackenzie has not performed any geological studies to establish if this level of reserves can reasonably be found in the timeframes required for the SEGAS Project but if exploration drilling and success rates are maintained at previous levels and new fields are developed in a timely manner then Wood Mackenzie believes that this target can be met.150 [...] Wood Mackenzie has reviewed EGAS' data and in light of its experience in analysing Egypt's energy market and forecasting gas demand worldwide, we believe EGAS' gas forecast to be reasonable.151

5.158.
29 May 2007 : UFG requests EGAS to meet its gas supply commitments:

I would like to analyse again with you the situation concerning the feed gas supply to Damietta, that we have been experiencing during the first part of the current year 2007 and that will become even worse during the rest of the year 2007, according to the fax received from EGAS informing SEGAS about the forecasted gas supplies for the next months (June to August) [...]

Understanding the continuous efforts of EGAS to improve the feed gas to Damietta, once again, I kindly ask you a further effort in order to increase the feed gas supply to Damietta, thus, allowing Unión Fenosa Gas to meet its commitments with the customers, recovering at the same time the production lost and fulfilling the Annual Delivery Program of 78 ships established for year 2007.152

5.159.
27 July 2007 : SEGAS refinances its debt to replace the original corporate funding and guarantees provided by Unión Fenosa and ENI (through UFG) with non-recourse project finance. SEGAS, the Royal Bank of Scotland and HSBC Bank PLC make the Offshore Account Agreement and SEGAS and HSBC Bank make the Offshore Security Agreement (the "Offshore Security Agreement").153 On the same date, UFG, SEGAS and HSBC Egypt concluded a Share Pledge Agreement (the "Share Pledge Agreement");154 and UFG, SEGAS, EGAS and HSBC concluded a Direct Agreement.155
5.160.
Together, these agreements allow SEGAS to refinance its debt funding for the Damietta Plant. In brief, HSBC provide loans to cover the funds that had been used for the Damietta Plant's construction, using the Damietta Plant as security; and UFG pledges its shares in SEGAS, as the owner of the Damietta Plant, to HSBC Egypt as collateral against a possible default in repayment of the loan by SEGAS.
5.161.
July 2007 : Egypt promotes natural gas investments in its territory, including the Damietta Plant, to other international investors. A letter from the Ministry of Petroleum to UFG, requesting that UFG co-operate in this promotion effort, states:

[K]indly be informed that Quality Communications Productions (QCP) is currently preparing a report for the Economist magazine entitled 'The Gateway to Opportunity'. The objective of this report is to inform on the latest developments and opportunities in the Oil & Gas sector, communicating our position to the world, marketing our competitive advantages to the international community, while at the same time reinforcing the idea of Egypt as an ideal investments venue.

This report will feature, through professional and top quality in terms of both content and design, not only the government and state holding companies, but also the private sector companies, both Egyptian and multinational, who are behind the success of Egypt's Oil, Gas & Petrochemicals industry.

The Editor-in-Chief [...][and] the Project Director [...] are now working on the report. They will contact you to further explain technical & commercial advantages of participating in this report. [We] would appreciate it if you could spare some time for this important issue.156

UFG agrees to co-operate.157

5.162.
27 August 2007 : EGAS and EGPC send a memorandum to the Minister of Petroleum. It records that the Minister of Petroleum was involved in SPA negotiations in 2000, prompted the negotiation of the Tolling Contract between EGAS and SEGAS and ordered subsequent gas price improvements after 2000. EGAS and EGPC also acknowledge that the value of the Damietta Project is US$ 2.3 billion.

In mid-2000, before signing the contract with Unión Fenosa and through the final negotiations carried out with His Excellency the Engineer Egyptian Petroleum Minister, the price equation was first adjusted as the maximum increased to 1.25 USD in case the price of Brent crude is more than 24 USD/barrel [...]

In light of the instructions of the Eng/the Minister of Petroleum to improve the terms of the Contract with Unión Fenosa, it was agreed with the Company in June 2003 on the exploitation of the surplus capacity of the liquefaction factory in order for the Petroleum Sector to benefit from a percentage up to 50% from the total capacity of the factory which decreases gradually to reach 42% during the initial five years of operation [...]

In light of this agreement, which allows the Petroleum Sector to liquefy the gas owned by the State and sell same according to international prices maximizing the revenues for Egypt, the average price of exporting the Egyptian share of the liquefied gas from the liquefaction factory in Damietta during 2005/2006 has reached around 5.7 USD/MMBTU. [...] Moreover, such investments exist in Egyptian territories, and the replacement value is estimated by approximately 2.3 billion dollars in addition to what the establishment of the plant in the free zone area in Damietta represents of economic and social development and employing of Egyptian labour and operating ancillary and assisting activities to the project in the governorate, all of which represent direct and indirect economic returns to the Egyptian economy. This matter is submitted for your consideration and guidance [...]158

5.163.
10 December 2007 : Egypt's Minister of Trade and Industry states that demand for natural gas is growing rapidly, as reported by the Financial Times:

Rachid Mohamed Rachid, minister of trade and industry, says he and his colleagues are not projecting a gas shortage and the government has moved to curb energy demand by raising prices for industrial purchasers or off-takers. But he concedes demand is growing very fast.

'We are not expecting gas shortages in the short term. We have laid out the energy policy and the pricing strategy for the next 15 years. The reality is that we are growing much faster than we expected. The increase in energy consumption is growing at double-digits,'Mr Rachid said.159

5.164.
12 December 2007 : UFG agrees to pay to EGAS increased an increased price for gas, through a Side Letter amending the SPA.

EGAS [...] commits to [...] (b) supply to UFGas the under-supplied quantities, which the Seller failed to deliver to UFGas in 2006 and 2007 [...]160

2008

5.165.
January 2008 : Ministry of Petroleum Undersecretaries send a memorandum to the Minister of Petroleum concerning SPA price amendments. It records: the Minister's involvement in SPA negotiations in 2000; the Minister's instructions to renegotiate SPA gas prices after 2000; the Minister's prompting of the negotiation of the EGAS Tolling Contract (whereby EGAS was allocated a proportion of the LNG produced at the Plant); and the participation of the Ministry of Petroleum and EGAS in the official visit to Spain to renegotiate gas prices in 2006:

In mid-2000, before signing the contract with Unión Fenosa Gas and through the final negotiations carried out with His Excellency Engineer the Egyptian Petroleum Minister, the price quotation was first adjusted as the maximum increased to 1.25 USD in case the price of Brent crude is more than 24 USD/barrel [...]

In addition to the above mentioned and in the framework of the instructions of the Minister of Petroleum to improve the terms and conditions of the contract signed with Unión Fenosa Company, a contract was signed with the company to increase the capacity of the liquefaction plant with annual energy estimated by 7 BCM/annum. Petroleum sector benefits of that by a proportion up to 50% although the contribution of the sector whose investment was estimated by 1.3 billion USD in the project has been limited to only 20% [...]

In the framework of the efforts which you have exerted in this regard and based on your instructions to complete negotiations with Unión Fenosa Company to introduce new amendment on the price equation of natural gas (second amendment) which is supplied to the company to be liquefied in favor of Damietta liquefaction plant in light of the current increase in the international prices of energy.

Eng. Hani Suleiman, the First Under-Secretary of the Ministry of Petroleum, and Eng. Sherif Ismail, Chairman of Egyptian Natural Gas. Holding Company (EGAS) made an official visit to Spain during the period from 29-31st October 2006. They held several meetings with the officials in Unión Fenosa Company and after extensive discussions and negotiations in order to adjust the maximum price which was determined by 1.25 USD\MMBTU in the original contract signed in August 2000, negotiations have recently resumed [...]161

5.166.
21 January 2008 : SEGAS, EGAS and UFG execute a Side Letter to the Tolling Contracts, regarding payment of Tolling Fees. This follows EGAS' failure to meet its obligations under the Tolling Contracts, and is an agreement to facilitate payments from EGAS.162
5.167.
In response to rising costs of food and low wages, the Egyptian Government seeks to increase salaries of government employees.163
5.168.
5 May 2008 : Egypt enacts Law No. 114 under which SEGAS' Free Zone status is revoked, thereby subjecting SEGAS to Egyptian taxes (as with other companies operating in the natural gas manufacturing and liquefaction sectors). The Law cancels all Free Zone licenses granted to companies operating in the natural gas manufacturing and liquefaction sectors.164
5.169.
June 2008 : EGAS Annual Report discusses the Ministry of Petroleum's strategy to increase domestic dependence on natural gas:

First: Natural Gas Local Consumption: Strategy of the ministry of petroleum aims at expanding the depend [e] nce on Natural Gas utilization [...]165

5.170.
11 July 2008 : UFG and EGAS initial a draft Side Letter to amend the SPA, seeking to resolve problems with EGAS undersupply of gas. The Draft Side Letter provides for an increased price to be paid by UFG for gas delivered by EGAS:

EGAS [...] commits to supply the under-supplied quantities which the Seller [EGAS] failed or will fail to deliver to UFGas in relation to the full entitlement of UFGas of Contract Year 2008 [...] according to an annual recovery program in such a manner that UFGas shall recover all such quantities, starting in the year 2009 and ending before December 31, 2012.166

5.171.
06 August 2008 : EGAS confirms approval by the Egyptian Authorities of the draft Side Letter of 11 July 2008, and requests activation of the new gas prices:

Following the principles of agreement reached during the last visit to Madrid and the side letter (SPA) signed on July 11th, 2008. Please be informed that, based on the concerned authorities' approval pertaining the concept of the above mentioned documents, UFGas is kindly requested to activate the new applied gas prices effective of July 1st, 2008 [. ]167

5.172.
26 August 2008 : UFG asks EGAS to meet its gas supply commitments:

UFGas is specially affected by this situation [falling feedgas supply] in such a manner that UFGas' gas reserves have been reduced dramatically and cannot face its customers' firm contractual commitments, and more than that is not able to satisfy the Spanish Regulator provisions. This will negatively impact on the image of UFGas in the Spanish gas market as well as on the image of Egypt as a gas supplier country to the Spanish market.

We would also like to remind you of the recent agreement reached between UFGas and EGAS in July 2008 by means of which EGAS is bound to supply at least 15 LNG cargoes in the 2nd half of year 2008.168

5.173.
16 October 2008 : UFG meets the Minister of Petroleum. They discuss gas supply and gas prices, as well as the Minister's continued support for the Damietta Project. This is referred to in a later letter from Unión Fenosa to the Minister:

First of all I would like to thank you very much for the valuable time you gave to me and to my colleagues on October 16th in your office. I am so pleased with the very open and candid discussion we had and your consistent support of our joint successful SEGAS LNG project. In the past, with your great vision, we managed to build together the first LNG project in Egypt and to penetrate the first European LNG market for the Egyptian gas. Today you made us comfortable that SEGAS project will continue its success with your extended support and our mutual cooperation to maintain a satisfactory agreement for both countries, Egypt and Spain [...]169

5.174.
10 November 2008 : UFG and EGAS continue to negotiate the draft Side Letter of July 2008, following a meeting with the Minister of Petroleum. This draft Side addresses prior gas undersupply by EGAS and pricing concessions to be made to EGAS. These negotiations are recorded in a letter from Unión Fenosa to EGAS:

Regarding the miss-supply of gas to UFG due to shutdown of Burullus gas fields from November 21st to December 2nd, and taking into consideration the total gas volumes received by UFG at the end of the year 2008, we are willing to meet [to] try [...] to reach a satisfactory agreement for the Parties, including all the pending issues that we have still on the table. To this purpose, and in line with the general principles commented in the meetings held on October 16th with H.E. the Minister of Petroleum, and on October 15th with you, I would like to propose the following wording for [...] the Side Letter in order to close it:

'Every month, starting from April 1st 2009, if the average of the six preceding month of the monthly quotations of Brent exceed 15$/bbl or fall below 98$/bbl, the Parties shall meet and review this scheme set forth hereby.'170

5.175.
18 November 2008 : an Egyptian court freezes gas exports to Israel. A report from Al Arabiya noted:

A Cairo court on Tuesday overruled the Egyptian government's decision to allow exports of natural gas to Israel and said the constitution gave parliament the right to decide on sales of natural resources.171

5.176.
In late 2008, the Global Financial Crisis began. Its effects were felt for a number of years thereafter. The Global Financial Crisis caused economic slowdowns in Egypt in 2009, affecting especially its balance of payments, specifically exports, remittances, tourism and capital inflows. Foreign direct investment and domestic investment both dropped in 2008 to 2010.172 The Respondent's witness Mr El Mahdy, formerly the Chairman of EGAS, explained:

The global financial crisis that began in 2008 made investors unwilling to start new natural gas exploration projects. In light of global economic uncertainty and the high cost of development, many investors postponed exploration and development activities, particularly offshore, which accounts for about 80% of Egypt's gas production.173

2009

5.177.
June 2009 : The Chairman of EGAS outlines the strategy of the Egyptian Petroleum Sector, in EGAS' Annual Report, as:

The petroleum sector pursues a balanced policy by allocating one-third of the natural gas reserves for domestic consumption and a maximum one-third for export while keeping the remaining reserves for future generations.174

5.178.
02 September 2009 : SEGAS, EGAS and UFG execute a Side Letter to the Tolling Contracts, regarding payment of Tolling Fees. The Side Letter is executed due to EGAS' continued failure to meet its payment obligations under the Tolling Contract with SEGAS.175

2010

5.179.
13 January 2010 : UFG continues to discuss a potential recovery plan with EGAS. UFG writes in a letter to EGAS:

I think that it would be convenient [...] to define as well an annual recovery program for the under-supplied quantities relevant to the period from 2006 to 2009.176

5.180.
26 January 2010 : SEGAS informs EGAS of operational instability caused by a shortfall of gas supply:

We feel it is necessary to draw your immediate attention to the operational requirements and associated risks that the shortfall of gas supply is generating in SEGAS LNG Plant. Recent circumstances of availability of gas to SEGAS have reached to a point where Owner must notify the impossibility to maintain the stable operation of the Plant if this situation is repeated and comes to stay for a continuous period.177

5.181.
29 January 2010 : UFG requests an urgent meeting with EGAS to discuss the imminent risk of the shutdown of the Damietta Plant.

The situation of the gas supply to Damietta LNG plant is dramatically worsening day by day, facing the risk of a shutdown of the plant due to a gas supply below the minimum flow threshold. This fact will cause, inter alia, a very negative impact at international level on the reputation in terms of reliability of all the Parties involved in the Project. Therefore I suggest arranging a meeting in Cairo at your earliest convenience to agree an action plan in order to overcome the present problems.178

5.182.
2 February 2010 : EGAS informs SEGAS of the efforts it undertook to mitigate delays in upstream development caused by the Global Financial Crisis:

In the same time and considering the difficulties caused by the big delays in the upstream development plans associated with the international economic crisis, EGAS has thoroughly discussed this serious issue with the upstream parties in the way to accelerate those development plans in order to add valuable gas quantities to the present system which is the key solution for all problems caused by lack of gas supply for SEGAS and all other consumers as well.179

5.183.
16 February 2010 : UFG asks EGAS to meet its gas supply commitments. It delivers a presentation to EGAS regarding reduced gas supply to the Damietta Plant. The letter to which the presentation is attached concludes:

As shown in our presentation [...] the feed gas shortfall has been increasing during the last months, with a mere 50 % compliance of the ADP in January 2010, and is having a huge impact on UFGas' cost structure.

The attached presentation notes:

Reputable international sources suggest a relevant increase in Egyptian gas exports, whilst the supply to Damietta LNG Plant has been dramatically reduced.180

5.184.
27 February 2010 : Egypt's Conseil d'État rules that the Government's decision to export gas to Israel was a sovereign decision, not subject to review by Egypt's administrative courts.181 Press reports announce:

A Cairo court on Saturday gave the Egyptian government legal clearance to allow natural gas exports to Israel, cancelling a lower court's verdict to stop exports.

The Higher Administrative Court, an appeals court for cases involving the state, also ruled Egypt should monitor the price and quantity of its exports and ensure it met local energy needs before exporting.

[...] 'It is not within the jurisdiction of the courts to hear appeals against the government's decision to export gas to eastern Mediterranean markets, including Israel,' said Mohamed Husseini, who chaired the court's meeting.

The state's decision to export gas to Israel was 'sovereign,' he said.182

5.185.
16 March 2010 : UFG meets EGAS to discuss gas supply issues. EGAS delivers a presentation on feedgas forecasts. It indicates that UFG will receive 100% of the required quantities by 2013.183
5.186.
15 April 2010 : UFG meets EGAS concerning cargo recovery plans and linking price to deliveries. Following the meeting, UFG writes in a letter to EGAS:

As agreed during the meeting I am sending to you a copy of our presentation that summarises the main subjects under discussion, i.e. current gas supply, recovery plan and pricing issues, as better detailed here below.

In respect of the gas supply, UFGas appreciates EGAS' effort to improve feed gas supply from the 1Q levels to around 500 mmscfd (67% of the ADP) during the first days of April 2010, as well as EGAS' commitment to ramp up supply in the coming years and to achieve supply up to nominal plant capacity in 2013 and onwards.184

5.187.
6 May 2010 : EGAS agrees to grant priority to UFG for undelivered cargoes, by letter to UFG:

EGAS has planned this Recovery Program by assigning to UFGas all potentially expected excess production starting from 2014 to last till the full recovery achieved. Additionally, the priority will be given to UFGas in any capacity not being exploited by the third party gas entitled to EGAS capacity after BG/Petronas contracts' expiry.185

5.188.
10 May 2010 : SEGAS, EGAS and UFG execute a Side Letter to the Tolling Contracts, regarding the payment of Tolling Fees.

The Parties execute this additional Side Letter due to EGAS' continued failure to meet its payment obligations under the EGAS Tolling Contract with SEGAS.186

5.189.
5 August 2010 : EGAS requests the immediate stoppage of production at the Damietta LGN Plant.

At 15:00 hr today SEGAS Operations got a phone call from EGAS [Toller Representative at SEGAS LNG Plant in Damietta] requesting to immediately proceed cutting the feed gas, stopping the production and maintaining the Plant in total recirculation under the threat of grid operator closing the feed gas valve if not done in 10 -15 minutes. SEGAS complied with the instruction [... ]187

5.190.
06 August 2010 : UFG writes to EGAS, attributing the issues caused by feedgas suspension to EGAS:

We hereby want to record that the sudden suspension of the supply constitutes an unacceptable breach of your obligations to supply natural gas to the LNG plant in accordance with the terms and conditions of the gas supply agreement dated 1st August 2000. [...] We consider all this directly attributable to EGAS and we reserve our rights with respect to the subject matter under the Contract or elsewhere to protect our interests and recover any damages suffered.188

5.191.
3 December 2010 : UFG sends a letter to EGAS summarising a recent telephone conference-call concerning gas supply shortfalls.

As for the committed volumes during the transient period of shortfalls, the positions are aligned with the exception of the first quarter of year 2011. We have made the effort to adjust the quantities as per Egas' indications and we appreciate Egas' position to commit to such minimum volumes as they are of extreme importance to guarantee a minimum throughput in Damietta LNG Plant and a minimum level supply to markets.189

2011

5.192.
25-28 January 201 1 : The Egyptian revolution begins with protests in Cairo, leading to the resignation of President Mubarak and an extended period of protests and changes to the composition of the Egyptian Government. The resulting political turmoil, social unrest and deteriorating security situation creates uncertainty over Egypt's economic prospects for both domestic and foreign investors. Along with the continuing Global Financial Crisis and the subsequent Eurozone crisis, this leads to a sharp fall in foreign direct and financial investments in 2011 and 2012,190 especially into the petroleum sector.191 In 2013 and 2014, economic growth and foreign direct investment remains poor.192 As of these dates, the Government of Egypt expects the country to emerge from its economic crisis only in the coming two to three years.193
5.193.
Mr De Lara Alonso-Burón testified that:

Street protests in Egypt intensified on 25 January 2011. I remember hearing that there were calls for people to join the demonstrations in the press that week. The press was saying that big demonstrations would take place on 28 January 2011, after Friday noon prayers.194

5.194.
The Respondent's expert witness, Dr Khan testified:

At the same time, Egypt was also suffering from an unfolding energy crisis that manifested itself in country-wide electricity shortages and daily power cuts. In addition to the inconvenience and hardships this caused households, energy shortages also had a negative impact on industry, which in many cases, such as heavy industries like cement production, were operating at 50-60 per cent capacity. This energy crisis had a strong negative impact on the economy, with significant reductions in industrial production and employment.195

5.195.
Mr El Mahdy testified to similar effect:

The Global Financial Crisis and the 2011 revolution caused instability and security concerns that made investors reluctant to invest.196

In consequence, investment fell for both exploration for new fields, and development of existing fields with existing infrastructure in order to maintain or increase capacity. The latter, in particular, caused a rapid decline in the levels of gas production.197

5.196.
This national shortage of gas production, as compared to supply, began in 2002-2003, with a net shortage across all natural gas consumers of 0.1 bcma. This steadily increases to a shortage of 7.0 bcma in 2009-2010. In 2010-2011 the shortage increases further to 10.9 bcma, and thereafter increases sharply to 20.5 bcma in 2012-2013.198