Common use of Qualified Majority Clause in Contracts

Qualified Majority. In order to make the following decisions, shareholders owning at least three quarters (3/4) of the capital stock of the Corporation must be present or represented at the Shareholders’ Meeting and shareholders owning at least three quarters (3/4) of the shares of the Corporation must vote in favor: (a) Approve any modifications to this Charter and By-laws (except changes to Articles 5 and 6, in the case of increases or decreases of capital approved in accordance with Article 16(I)(b)), it being understood that, in accordance with Article 35, the validity of such modifications shall be subject to the approval of the Ministry of Energy and Petroleum and, in case of amendments to this Article 16, of the National Assembly; (b) Approve any proposal for the increase or decrease in the capital stock of the Corporation that alters the percentage participation of the current shareholders in the capital stock of the Corporation or whose purpose is inconsistent with the Business Plan incorporated as Annex I to the Conversion Contract; (c) Approve any liquidation or anticipated dissolution of the Corporation; (d) Decide regarding the merger, consolidation, or combination of businesses with other companies or the breaking up of the Corporation; (e) Decide regarding the disposition of all or a substantial part of the assets of the Corporation, by sale, grant, lease, exchange, transfer or any other manner, except for the disposition of assets in the ordinary course of business or assets that are no longer useful to the Corporation in accordance with the Business Plan, all in accordance with the legal provisions regarding reversion; (f) Decide the terms and conditions of any financing agreement for an amount greater than ten million United States of America dollars (US$ 10,000,000) (or any group of lesser financing agreements which, together, exceed such amount), or its equivalent in other currency, as well as any modification of such contract; (g) Approve or modify the general balance sheet and profit and loss statement, duly audited, pursuant to the information provided by the Statutory Auditor, it being understood that no shareholder shall withhold its approval unless it demonstrates the existence of errors in such financial statements; (h) Approve the creation and financing of any reserve fund that is not the legal reserve fund referred to in Article 30 of this Charter and By-laws or others that may be provided for under the applicable laws; (i) Order the distribution of dividends or return of paid-in surplus, it being understood that no shareholder can withhold its approval of any Board of Directors proposal for distributions that is consistent with the policy established in Article 32 of this Charter and By-laws, and that any refund or repayment of paid-in surplus to the shareholders, as well as its capitalization if that is the case, corresponds to such shareholders according to their participation in the capital stock registered and paid in pursuant to Article 6 of this Charter and By-Laws; (j) Agree on any proposed changes to the policy regarding dividends and other distributions established in Article 32 of this Charter and By-laws; (k) Agree on any proposal to change the Business Plan incorporated as Annex I of the Conversion Contract (as the same may have been modified in accordance with this provision); (l) Agree on any amendment, early termination or submission to the dispute settlement procedure in relation with the Contract for Sale and Purchase of Hydrocarbons that shall be entered into by the Corporation, pursuant to Article 3 of the Conversion Contract; (m) Agree on any contract with shareholders or their affiliated companies that is not at market price, it being understood that any contract with a shareholder or any of its affiliates shall be notified to all other shareholders, who shall be given an opportunity to object in the case that the contract is not at market price; (n) Agree on any social investment in excess of the amount required in the Acuerdo of the National Assembly; (o) Agree on any waiver of material rights, including the rights to carry out Primary Activities in the Designated Area pursuant to the Transfer Decree, or the filing, initiation, termination, settlement or any other act relating to or derived from any litigation, proceedings, or judicial, arbitral or administrative action, in which the Corporation is a party and that involves an amount in excess of one million United States of America dollars (US$1,000,000), or its equivalent in other currencies; (p) Select the external auditors and approve their engagement; (q) Appoint the judicial representative or any general agent of the Corporation; and (r) Designate a liquidator in the event of the liquidation of the Corporation. Every decision adopted without meeting the respective majorities set forth in this Article shall be considered null and void. In addition, every decision not in conformity with any of the provisions of the Acuerdo of the National Assembly, the Decree of Formation, the Transfer Decree, or the Conversion Contract, shall be considered null and void.

Qualified Majority. In order to make the following decisions, shareholders owning at least three quarters (3/4) of the capital stock of the Corporation must be present or represented at the Shareholders’ Meeting and shareholders owning at least three quarters (3/4) of the shares of the Corporation must vote in favor: (a) Approve any modifications to this Charter and By-laws (except changes to Articles 5 and 6, in the case of increases or decreases of capital approved in accordance with Article 16(I)(b)), it being understood that, in accordance with Article 35, the validity of such modifications shall be subject to the approval of the Ministry of Energy and Petroleum and, in case of amendments to this Article 16, of the National Assembly; (b) Approve any proposal for the increase or decrease in the capital stock of the Corporation that alters the percentage participation of the current shareholders in the capital stock of the Corporation or whose purpose is inconsistent with the Business Plan incorporated as Annex I to the Conversion Contract; (c) Approve any liquidation or anticipated dissolution of the Corporation; (d) Decide regarding the merger, consolidation, or combination of businesses with other companies or the breaking up of the Corporation; (e) Decide regarding the disposition of all or a substantial part of the assets of the Corporation, by sale, grant, lease, exchange, transfer or any other manner, except for the disposition of assets in the ordinary course of business or assets that are no longer useful to the Corporation in accordance with the Business Plan, all in accordance with the legal provisions regarding reversion; (f) Decide the terms and conditions of any financing agreement for an amount greater than ten million United States of America dollars (US$ 10,000,000) (or any group of lesser financing agreements which, together, exceed such amount), or its equivalent in other currency, as well as any modification of such contract; (g) Approve or modify the general balance sheet and profit and loss statement, duly audited, pursuant to the information provided by the Statutory Auditor, it being understood that no shareholder shall withhold its approval unless it demonstrates the existence of errors in such financial statements; (h) Approve the creation and financing of any reserve fund that is not the legal reserve fund referred to in Article 30 of this Charter and By-laws or others that may be provided for under the applicable laws; (i) Order the distribution of dividends or return distribution of paid-in surplus, it being understood that no shareholder can withhold its approval of any Board of Directors proposal for distributions that is consistent with the policy established in Article 32 of this Charter and By-laws, and that any refund or repayment distribution of paid-in surplus to the shareholders, as well as its capitalization if that is the case, corresponds to such shareholders according to their participation in the capital stock registered and paid in pursuant to Article 6 of this Charter and By-Laws; (j) Agree on any proposed changes to the policy regarding dividends and other distributions established in Article 32 of this Charter and By-laws; (k) Agree on any proposal to change the Business Plan incorporated as Annex I of the Conversion Contract (as the same may have been modified in accordance with this provision); (l) Agree on any amendment, early termination or submission to the dispute settlement procedure in relation with the Contract for Sale and Purchase of Hydrocarbons that shall be entered into by the Corporation, pursuant to Article 3 of the Conversion Contract; (m) Agree on any contract with shareholders or their affiliated companies that is not at market price, it being understood that any contract with a shareholder or any of its affiliates shall be notified to all other shareholders, who shall be given an opportunity to object in the case that the contract is not at market price; (n) Agree on any social investment in excess of the amount required in the Acuerdo of the National Assembly; (o) Agree on any waiver of material rights, including the rights to carry out Primary Activities in the Designated Area Areas pursuant to the Transfer Decree, or the filing, initiation, termination, settlement or any other act relating to or derived from any litigation, proceedings, or judicial, arbitral or administrative action, in which the Corporation is a party and that involves an amount in excess of one million United States of America dollars (US$1,000,000), or its equivalent in other currencies; (p) Select the external auditors and approve their engagement; (q) Appoint the judicial representative or any general agent of the Corporation; and (r) Designate a liquidator in the event of the liquidation of the Corporation. Every decision adopted without meeting the respective majorities set forth in this Article shall be considered null and void. In addition, every decision not in conformity with any of the provisions of the Acuerdo of the National Assembly, the Decree of Formation, the Transfer Decree, or the Conversion Contract, shall be considered null and void.