Common use of Dividend Policy Clause in Contracts

Dividend Policy. ‌ a) The Parties agree that dividend policies of Company and Subsidiaries shall be to maximise dividend payouts consistent with Slovak law. b) In relation to the Company, the Parties agreed (unless otherwise agreed by the Parties) to procure that the Leverage Ratio of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends by the Company (and, unless otherwise agreed by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌ (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022; (ii) Leverage Ratio of up to (inclusive) 3.2 applicable for the year 2023; (iii) Leverage Ratio of up to (inclusive) 3.1 applicable for the year 2024; and (iv) Leverage Ratio of up to (inclusive) 3.0 applicable for the year 2025 and consequtive years. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ON: (i) shall ensure through members of the Board of Directors it has nominated that such members of the Board of Directors submit to the General Meeting such proposals for distribution of profits so as to comply with any agreements the Parties have concluded or may conclude in future; (ii) will vote at the General Meeting in favour of proposals for distribution of profits as specified under sub-paragraph (i) of this Clause 3.13c), should the Board of Directors submit such proposals to the General Meeting, provided that the Ministry and the representatives in the corporate bodies of the Company and relevant Subsidiary which the Ministry has nominated will vote in favour of the relevant proposals concerning the payment of dividends by the Company and Subsidiaries, and will provide to E.ON any other required collaboration. For the avoidance of doubts, this Clause 3.13c) shall be without prejudice to Clause 3.13a) and Clause 3.13b). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year ; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).

Dividend Policy. ‌ (a) The Parties agree that Shareholders shall cause the Members of the Board appointed by them to, and the Company shall, declare and pay a dividend policies of Company and Subsidiaries shall be with respect to maximise dividend payouts consistent with Slovak law. b) In relation each Fiscal Quarter ending subsequent to the CompanyClosing (commencing with the Fiscal Quarter ending June 30, 2006) to the Parties agreed Shareholders within 30 days of the end of each such Fiscal Quarter (unless otherwise agreed except to the extent that (i) such dividend is not permitted by the Parties) to procure that terms of the Leverage Ratio financing agreements of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends or by the Company (and, unless otherwise agreed by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌ (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022; law; or (ii) Leverage Ratio payment of up such dividend would result in the Company retaining insufficient reserves of cash, cash equivalents and/or committed and unutilized credit facilities to (inclusiveenable the Company to meet the normal requirements of its business and to fund Capital Expenditure previously approved by the Board which as of the Closing shall be the Capital Expenditure amounts included in the budget provided to Investor on February 24, 2006) 3.2 applicable for the year 2023; (iii) Leverage Ratio of up to (inclusive) 3.1 applicable for the year 2024; and (iv) Leverage Ratio of up to (inclusive) 3.0 applicable for the year 2025 and consequtive years. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ONequal to: (i) shall ensure through members of the Board of Directors it has nominated that such members of the Board of Directors submit For Fiscal Quarters ending subsequent to the General Meeting such proposals for distribution of profits so as Closing and prior to comply with any agreements and including December 31, 2007, the Parties have concluded or may conclude in future;Minimum Distribution; or (ii) For the Fiscal Quarter ending March 31, 2008 and all Fiscal Quarters thereafter, an amount equal to the sum of Cash Flows from Operating Activities and Cash Flows from Investing Activities (both as determined in accordance with GAAP) of the Company for the respective Fiscal Quarter less the amount of Capital Expenditure spent solely in respect of maintenance and environmental remediation issues by the Company for the respective Fiscal Quarter, it being agreed between the Parties, for the purpose of clarification, that in no case should Capital Expenditures be included in the calculation of Cash Flows from Investing Activities. (b) With respect to Fiscal Quarters ending subsequent to the Closing and prior to and including December 31, 2007, the Current Shareholder or Current Beneficial Shareholders (as applicable) will vote at loan all dividends received on account of such Fiscal Quarters (net of all taxes payable by the General Meeting Current Beneficial Shareholders on such dividends) to the Company on an unsecured basis (the "Shareholder Loans"). The Shareholder Loans shall not be made to, or guaranteed by, any Subsidiary. The Shareholder Loans shall bear interest of five and five-tenths percent (5.5%) on daily balances without compounding, interest payable quarterly in favour arrears through December 31, 2022, and will amortize with equal quarterly installments of proposals principal over 15 years commencing March 31, 2008 and ending on December 31, 2022. So long as payments of principal and interest are being made with respect to the Shareholder Loans, no aspect of the Shareholder Loans shall in any way limit the obligation of the Company to pay dividends pursuant to Sections 4 or 5 of this Agreement. (c) Except for distribution the provisions of profits as specified under sub-paragraph Section 4(a), notwithstanding anything to the contrary in this Section 4, the Shareholders shall cause the Members of the Board appointed by them to, and the Company shall, declare and pay the dividend determined in accordance with Paragraph (ia)(i) of this Clause 3.13cSection 4 with respect to the Fiscal Quarter ending on December 31, 2007 on or before December 31, 2007. (d) Except for the provisions of Section 4(a), should notwithstanding anything to the contrary in this Section 4, if on the last day of the Fiscal Quarter ending on March 31, 2008 or any Fiscal Quarter thereafter, the Company's Net Debt to EBITDA ratio exceeds 4.25 to 1, the Board of Directors submit may, but shall not be required to, declare a dividend with respect to such proposals Fiscal Quarter. (e) Notwithstanding anything to the General Meetingcontrary in this Section 4 (other than Section 4(a)), provided with respect to the Fiscal Quarter ending on March 31, 2008 or any Fiscal Quarter thereafter, the Board may, but shall not be required to declare any amount of dividend (determined in accordance with Paragraph (a)(ii) of this Section 4 with respect to such Fiscal Quarter) that if declared and paid on the Ministry and last day of such Fiscal Quarter would have caused the representatives in Company's Net Debt to EBITDA ratio on the corporate bodies last day of such Fiscal Quarter to exceed 4.25 to 1 subsequent to the payment of such dividend. (f) For the purpose of clarifying this Section 4, the "Company" shall mean the Company and relevant Subsidiary which its Subsidiaries accounted for on a consolidated basis. (g) For purposes of determining payment priority, any amounts that become payable with respect to a Claim shall be paid to the Ministry has nominated will vote extent possible at the time of, but in favour of the relevant proposals concerning priority to, the payment of any Company dividends by as determined in accordance with Section 4 and 5 for any Fiscal Quarter. The sum of the Claim amount paid and Company dividends paid with respect to any Fiscal Quarter shall not exceed the total Company dividends payable with respect to such Fiscal Quarter as determined in accordance with Sections 4 and Subsidiaries, and will provide to E.ON any other required collaboration5. For the avoidance of doubtsdoubt, this Clause 3.13c) to the extent that any portion of any Claim remains unpaid at the end of any Fiscal Quarter, such unpaid amount shall be without prejudice to Clause 3.13a) and Clause 3.13b). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount remain an obligation of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year ; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).

Dividend Policy. ‌ a) The Parties agree that dividend policies of Company and Subsidiaries shall be to maximise dividend payouts pay-outs consistent with Slovak law. b) In relation to the Company, the Parties agreed (unless otherwise agreed by the Parties) to procure that the Leverage Ratio of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends by the Company (and, unless otherwise agreed by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌below): (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022; (ii) Leverage Ratio of up to (inclusive) 3.2 applicable for the year 2023; (iii) Leverage Ratio of up to (inclusive) 3.1 applicable for the year 2024; and (iv) Leverage Ratio of up to (inclusive) 3.0 applicable for the year 2025 and consequtive consecutive years. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ON▇.ON: (i) shall ensure through members of the Board of Directors it has nominated that such members of the Board of Directors submit to the General Meeting such proposals for distribution of profits so as to comply with any agreements the Parties have concluded or may conclude in future; (ii) will vote at the General Meeting in favour of proposals for distribution of profits as specified under sub-paragraph (i) of this Clause 3.13c), should the Board of Directors submit such proposals to the General Meeting, provided that the Ministry and the representatives in the corporate bodies of the Company and relevant Subsidiary which the Ministry has nominated will vote in favour of the relevant proposals concerning the payment of dividends by the Company and Subsidiaries, and will provide to E.ON any other required collaboration. For the avoidance of doubts, this Clause 3.13c) shall be without prejudice to Clause 3.13a) and Clause 3.13b). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year year; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).

Dividend Policy. ‌11.1 Subject to (i) the availability of sufficient distributable reserves to support dividends (but without prejudice to the Company’s obligations under clause 11.3), an ability to buyback Shares from each Shareholder, an ability to make upstream loans from the Company (or any member of the Company’s Group) to each Shareholder (or any member of each Shareholder’s Group) or an ability to make payments in respect of Shareholder Loans, (ii) compliance with all then existing financing documentation of the Company and its Group, (iii) adjustments for any one-off capital expenditure expressly approved in writing by the Shareholders or expressly set out in the relevant 12 month operating budget of the Business Plan and (iv) applicable law and regulation (including directors’ fiduciary duties), the Company shall, as soon as reasonably practicable following the end of each Quarterly Accounting Period, distribute to each Shareholder, in proportion to their respective Percentage Interest, an amount equal to the Distributable Amount. The Company shall give notice in writing to the Shareholders of the Distributable Amount available for distribution as soon as it has been determined and the proposed distribution payment date. The means of distribution of the Distributable Amount shall be by way of dividend, by way of the proportionate buyback of Shares by the Company, by way of rateable repayment of principal and/or payment of any accrued interest on any outstanding Shareholder Loans and/or upstream loans from the Company (or any member of the Company’s Group) to each Shareholder (or any member of each Shareholder’s Group), as determined by the Shareholders (acting jointly and having considered the most efficient means of making the distribution from a tax perspective). a) 11.2 The Parties Shareholders agree that the annual distribution guidance for the Company will be expressed as a range, unless both Shareholders agree to an absolute amount, and that the Company shall, on or about the time of the publication of the consolidated audited accounts of the Company’s Group for each 12 month period ending on 31 December, make such guidance as to its annual target distribution range for the following Accounting Period publicly available. Each Shareholder agrees to use all reasonable endeavours and to co-operate to ensure that the distributions from the Company’s Group to the Shareholders are stable, predictable and grow over time as operating performance improves, synergies are realised and organic free cash flow grows to provide cash and/or the necessary leverage capacity for such distributions. The Shareholders further agree that the common objective is dividend policies stability and commitment to annual group free cash flow guidance and therefore, once the Company gives such guidance for each year, the Shareholders agree to make distributions even if the Leverage Ratio will exceed [ ]:[ ], provided that if the Company ends the year with a Leverage Ratio above [ ]:[ ], the distribution policy for the following year will be set with the objective of bringing the Leverage Ratio back towards [ ]:[ ] by 31 December of that year, unless otherwise agreed by both Shareholders. 11.3 The Company shall use all reasonable endeavours to ensure that it is able to distribute the Distributable Amount pursuant to clause 11.1, including upstreaming cash from members of the Company’s Group to the Company and Subsidiaries shall be maximising the available distributable reserves of the Company (including taking such actions as the Board considers appropriate to maximise dividend payouts consistent with Slovak lawincrease the amount of distributable reserves by carrying out a reduction of capital of the Company or of a subsidiary of the Company or otherwise). b) In 11.4 The Company shall instruct the Auditors to report on the distributable reserves position of the Company at the same time as they sign their report on the audited accounts. 11.5 The Company shall, so far as it is legally able, procure that (and the Shareholders shall, so far as they are legally able, exercise their rights in relation to the Company, including as provided in clause 22.1(C) (Shareholder undertakings), to procure that) all resolutions for the Parties agreed (unless otherwise agreed declaration or payment of dividends, distributions or other payments required by this clause 11 are duly passed by the Parties) to procure that the Leverage Ratio of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends by the Company (and, unless otherwise agreed by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌ (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022; (ii) Leverage Ratio of up to (inclusive) 3.2 applicable for the year 2023; (iii) Leverage Ratio of up to (inclusive) 3.1 applicable for the year 2024; and (iv) Leverage Ratio of up to (inclusive) 3.0 applicable for the year 2025 and consequtive years. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ON: (i) shall ensure through relevant members of the Board of Directors it has nominated that such members of Company’s Group and the Board of Directors submit to the General Meeting such proposals for distribution of profits so (as to comply with any agreements the Parties have concluded or may conclude in future; (ii) will vote at the General Meeting in favour of proposals for distribution of profits as specified under sub-paragraph (i) of this Clause 3.13c), should the Board of Directors submit such proposals to the General Meeting, provided that the Ministry and the representatives in the corporate bodies of the Company and relevant Subsidiary which the Ministry has nominated will vote in favour of the relevant proposals concerning the payment of dividends by the Company and Subsidiaries, and will provide to E.ON any other required collaboration. For the avoidance of doubts, this Clause 3.13c) shall be without prejudice to Clause 3.13a) and Clause 3.13bapplicable). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year ; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).

Dividend Policy. ‌13.1 The Company shall determine, not less frequently than semi-annually, upon 31 December and 30 June, the amount of Distributable Cash (as defined in Article 13.4 (g) below) then available for distribution to the Shareholders. Unless the Shareholders otherwise unanimously agree, all Distributable Cash, if any, so then determined to be available shall be distributed promptly to the Shareholders, as “Dividends” in proportion to their shareholding in the Company. 13.2 Notwithstanding any provision of this Shareholders Agreement to the contrary, the Company shall not make any Dividend distributions pursuant to this Shareholders Agreement except to the extent permitted under Applicable Law. 13.3 Promptly upon learning of any requirement under any provision of applicable law requiring the Company to withhold any sum from a Dividend distribution to a Shareholder or to make any payment to any taxing authority in respect of such Shareholder, the Company shall give written notice to such Shareholder of such requirement. The Company is authorized to withhold from such Dividend distributions to the Shareholders and to pay over to any taxing authority any amounts which it reasonably determines may be required to be so withheld pursuant to any provision of Applicable Law. All amounts withheld pursuant to any provision of Applicable Law with respect to any distribution to any Shareholder shall be treated as Dividend distributed to such Shareholder pursuant to this Clause for all purposes under this Shareholders Agreement. 13.4 For the purposes of this Article, subject to Article 13.2, surplus cash at any time available to the Company (excluding amounts that are borrowed from the Shareholders or under any external credit facility of the Company) for distribution to the Shareholders including a 15% cushion of such surplus cash shall be applied in the following priority before it becomes distributable: a) The Parties agree that dividend policies In first priority, by the Company to conduct its business as set forth in the business plan and the annual budget as approved the Board which shall take into account factors such as the then cash flow and working capital requirements of Company and Subsidiaries shall be to maximise dividend payouts consistent with Slovak law.the Company; b) In relation second priority, to the Company, the Parties agreed (unless otherwise agreed by the Parties) to procure that the Leverage Ratio of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends be retained by the Company (andunder applicable laws; c) In third priority, unless otherwise agreed to repay external finance or loans due third party creditors by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌ (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022Company; (iid) Leverage Ratio of up In fourth priority, to (inclusive) 3.2 applicable repay the CG-Sunk Costs to Continental and GeoPetro as provided for the year 2023in Article-5; (iiie) Leverage Ratio of up In fifth priority, to (inclusiverepay the Earning Obligation funds advanced by CNPC-HKI as provided for in Article-4; f) 3.1 applicable In sixth priority, to repay any Development Loans advanced by CNPC-HKI as provided for the year 2024in Article-6; and (ivg) Leverage Ratio of up to (inclusive) 3.0 applicable for Any remaining surplus cash thereafter shall become the year 2025 and consequtive years“Distributable Cash”. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ON: (i) shall ensure through members of the Board of Directors it has nominated that such members of the Board of Directors submit to the General Meeting such proposals for distribution of profits so as to comply with any agreements the Parties have concluded or may conclude in future; (ii) will vote at the General Meeting in favour of proposals for distribution of profits as specified under sub-paragraph (i) of this Clause 3.13c), should the Board of Directors submit such proposals to the General Meeting, provided that the Ministry and the representatives in the corporate bodies of the Company and relevant Subsidiary which the Ministry has nominated will vote in favour of the relevant proposals concerning the payment of dividends by the Company and Subsidiaries, and will provide to E.ON any other required collaboration. For the avoidance of doubts, this Clause 3.13c) shall be without prejudice to Clause 3.13a) and Clause 3.13b). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year ; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).

Dividend Policy. ‌ a11.1 Subject to (i) the availability of unrestricted cash, (ii) the availability of sufficient distributable reserves or Shareholder Loans, if applicable, (iii) the terms of the then existing financing facilities, (iv) maintaining a minimum cash balance of €5 million; and (v) applicable law and regulation (including directors’ fiduciary duties), the Company shall, as soon as reasonably practicable following each period of two calendar months, distribute to each Shareholder, in proportion to their respective Percentage Interests, an amount equal to the unrestricted cash on the balance sheet of the Company. The Parties agree that dividend policies Company shall give notice in writing to the Shareholders, acting jointly, of Company the amount of unrestricted cash available for distribution as soon as available and Subsidiaries the proposed distribution payment date. Distributions shall be made by way of dividend or, if the Shareholders (acting jointly) notify the Company in writing in advance, by way of rateable repayment of any outstanding Shareholder Loans, by way of new upstream loans from the Company to maximise dividend payouts consistent with Slovak lawthe Shareholders or by way of the proportionate buyback of Shares by the Company. b11.2 The Company shall use all reasonable endeavours to ensure that it is able to declare and pay the distributions payable by the Company pursuant to clause 11.1 by procuring, so far as it is able to do so, the upstreaming of cash from members of the Company’s Group and ensuring that the Company has sufficient distributable reserves to declare such dividends and other distributions. In particular, it shall take such actions as the Supervisory Board considers appropriate to increase the amount of distributable reserves where there might otherwise be a dividend (or distribution) In shortfall amount, including by carrying out a reduction of capital of the Company or of a subsidiary of the Company. 11.3 The Company shall instruct its auditors to report on the distributable reserves position of the Company at the same time as they sign their report on the audited accounts. 11.4 The Company shall, so far as it is legally able, procure that (and the Shareholders shall, so far as they are legally able, exercise their rights in relation to the Company, including as provided in clause 22.1(C), to procure that) all resolutions for the Parties agreed (unless otherwise agreed declaration or payment of dividends, distributions or other payments required by this clause 11 are duly passed by the Parties) to procure that the Leverage Ratio of the Company (on a consolidated basis) does not exceed the amount specified in this clause below as a result of the payment of dividends by the Company (and, unless otherwise agreed by the Parties, the payment of the dividends by the Company shall be possible and shall be made up to (inclusive) the Leverage Ratio specified below):‌ (i) Leverage Ratio of up to (inclusive) 3.3 applicable for the year 2022; (ii) Leverage Ratio of up to (inclusive) 3.2 applicable for the year 2023; (iii) Leverage Ratio of up to (inclusive) 3.1 applicable for the year 2024; and (iv) Leverage Ratio of up to (inclusive) 3.0 applicable for the year 2025 and consequtive years. c) Without prejudice to Clause 3.13a) and Clause 3.13b), E.ON: (i) shall ensure through relevant members of the Company’s Group, the Managing Board of Directors it has nominated that such members of the Board of Directors submit to the General Meeting such proposals for distribution of profits so as to comply with any agreements the Parties have concluded or may conclude in future; (ii) will vote at the General Meeting in favour of proposals for distribution of profits as specified under sub-paragraph (i) of this Clause 3.13c), should the Board of Directors submit such proposals to the General Meeting, provided that the Ministry and the representatives in the corporate bodies of the Company and relevant Subsidiary which the Ministry has nominated will vote in favour of the relevant proposals concerning the payment of dividends by the Company and Subsidiaries, and will provide to E.ON any other required collaboration. For the avoidance of doubts, this Clause 3.13c) shall be without prejudice to Clause 3.13a) and Clause 3.13bSupervisory Board (as applicable). d) Without prejudice to Clause 3.13a), the Parties shall exercise all the powers available to them (directly, or via its nominees) to ensure the maximum possible amount of dividends as follows: (i) Payment, in any case, of all distributable dividends by the Subsidiaries from sources originating in the respective Subsidiary's profits from operations for the immediately preceding financial year ; and (ii) payment of all distributable dividends by the Company from sources originating in the Company's profits from operations for the immediately preceding financial year , for avoidance of doubt, such dividend payment shall be subject to the Leverage Ratio. e) If, due to constrains under Slovak law or due to the maximum Leverage Ratio specified in this Agreement being reached, it is not possible to distribute all dividends distributable under Clause 3.13d), the Parties undertake to distribute such non-distributed part of dividends as soon as the constrain ceases to apply. f) Upon the Parties’ agreement, the General Meeting may decide on distribution of a higher amount of dividends as set out under Clause 3.13b) and/or Clause 3.13d).