Article 3U.K.

Hungary shall ensure that Paks II shall use any of the profits deriving from the activity of units 5 and 6 of Paks II nuclear power plant (‘Paks II NPP’) for only the following purposes:

(a)

The Paks II project (‘the project’), which is defined as the development, financing, construction, commissioning, operation and maintenance, refurbishment, waste management and decommissioning of two new nuclear power units with VVER reactors 5 and 6 at Paks II NPP, Hungary. Profits shall not be used to fund investments in activities that are not within the scope of that defined project.

(b)

The payment of the profits to the Hungarian State (for example by way of dividends).

Hungary shall ensure that Paks II refrains from (re-)investing in the extension of Paks II’s own capacity or lifetime and the installation of additional generation capacities, other than those of reactors 5 and 6 of Paks II NPP. Should such new investment be made, they would be subject to separate State aid approval.

Hungary shall ensure that Paks II’s power output trading strategy will be an arms-length commercial profit-optimising strategy which is carried out through commercial trading arrangements concluded through bids cleared on a transparent trading platform or exchange. The strategy for the trading of Paks II’s power output (excluding own consumption of Paks II) shall be as follows:

Hungary shall ensure that the auction platform for Tier 2 is operated by Paks II and that offers and bids are equally available to all licensed or registered traders on the same market terms. The bid clearing system shall be verifiable and transparent. No restrictions shall be imposed on the final use of the electricity purchased.

In addition, Hungary shall undertake that Paks II, its successors and affiliates are fully legally and structurally separated and subject to independent power of decision within paragraphs 52 and 53 of the Merger Jurisdictional Notice(1) and shall be maintained, managed and operated independent and unconnected from the MVM Group and all of its businesses, its successors and affiliates and other State controlled companies active in the generation, wholesale or retail of energy.

(1)

Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (OJ C 95, 16.4.2008, p. 1).