AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
E.6 Specify, where appropriate, the amendments that have been made during the financial year to the Regulations of the General Shareholders’ Meeting. The General Shareholders’ Meeting held on 29 June 2011, to adapt the Regulations of Shareholders’ Meetings to the regulatory changes that arose, which centred mainly on: (i) The repeal of the Corporations Act and its substitution by the Capital Companies Act, the text of which was approved by Royal Legislative Decree 1/2010 of 2 July. (ii) The amendments to said Capital Companies Act, introduced by Royal Decree Law 13/2010 of 3 December and by the Sustainable Economy Act. Agreed to modify articles 2, 5, 6, 12, 13, 24, 27 and 28 of the Regulations of Shareholders’ Meetings, the new text of which is on the company’s website. E.7 Specify the data on attendance at the General Shareholders’ Meetings held during the financial year to which this report refers: Attendance Data Date of the General Meeting % attending in person % represented by proxy % voting remotely Electronic vote Other Total 29/06/2011 54.690 4.760 0.000 0.000 59.450 E.8 Briefly describe the resolutions adopted at the General Shareholders’ Meetings held during the financial year referred to in this report and the percentage of votes by which each resolution was passed. AMPER, S.A.’s Ordinary General Shareholders’ Meeting held on 9 June, 2011, on it's second session, adopted the following agreements: First To approve the Annual Accounts and Management Report both of AMPER S.A. and of its Consolidated Group of Companies as well as to approve the management of the Board of Directors, for the financial yea ending 31st December 2010. This agreement was approved by a vote in favour by shareholders owning 18,484,254 shares, representatives of 100% of the capital attending the shareholders’ meeting. Second To approve the proposal for the application of the profits and the distribution of the dividends proposed by the Board, and that is reflected in the report for the financial year made available to the Board, and which is as follows: BALANCE FOR THE PURPOSE OF DISTRIBUTION Euros
Amper, S A losses for the fiscal year (45,131,073.75) APPLICATION Accumulated losses (45,131,073.75) TOTAL (45,131,073.75) This agreement was approved by a vote in favour by shareholders owning 18,484,254 shares, representatives of 100% of the capital attending the shareholders’ meeting Third 3.1.1. To re-elect Mr. Juan José Toribio Dávila as Independent Director for a new period of five years. This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares, representatives of 99.06% of the share capital, with the negative vote of 148,375 shares, representatives of 0.94% of the share capital. 3.1.2. To ratify the Board of Directors’ appointment by cooptation of Mr Alfredo Redondo Iglesias as executive director, re-electing him for a new term of five years. This agreement was approved with the vote in favour of shareholders who are owners of 15,652,418 shares, which represent 99.04% of the share capital present at the General Shareholders’ Meeting, with 151,202 shares voting against the motion, which represent 0.96 % of the share capital present at the General Shareholders’ Meeting. 3.1.3. To ratify the Board of Directors’ appointment by cooptation of Mr Ignacio López del Hierro Bravo as independent director, re-electing him for a new term of five years. This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares, which represent 99.06% of the share capital present at the General Shareholders’ Meeting, with 148,735 shares voting against the motion, which represent 0.94 % of the share capital present at the General Shareholders’ Meeting. 3.1.4. To ratify the Board of Directors’ appointment by cooptation of TVIKAP AB as nominee director, re-electing the same for a new term of five years. This agreement was approved with the vote in favour of shareholders who are owners of 15,621,256 shares, which represent 98.85% of the share capital present at the General Shareholders’ Meeting, with 182,364 shares voting against the motion, which represent 1.15 % of the share capital present at the General Shareholders’ Meeting. 3 2. To establish the number of members needed to make up the Board of Directors, in keeping with the maximum and minimum thresholds provided by article 20 of the Articles of Association, at 10 members. This agreement was approved with the vote in favour of shareholders who are owners of 15,798,905 shares, which represent 99.97% of the share capital present at the General Shareholders’ Meeting, with 4,715 shares
- Page 83 and 84: In Brazil, Amper was awarded the su
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Amper, S A losses <strong>for</strong> the fiscal year (45,131,073.75)<br />
APPLICATION<br />
Accumulated losses (45,131,073.75)<br />
TOTAL (45,131,073.75)<br />
This agreement was approved by a vote in favour by shareholders owning 18,484,254 shares, representatives of<br />
100% of the capital attending the shareholders’ meeting<br />
Third<br />
3.1.1. To re-elect Mr. Juan José Toribio Dávila as Independent Director <strong>for</strong> a new period of five years.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares,<br />
representatives of 99.06% of the share capital, with the negative vote of 148,375 shares, representatives of<br />
0.94% of the share capital.<br />
3.1.2. To ratify the Board of Directors’ appointment by cooptation of Mr Alfredo Redondo Iglesias as executive<br />
director, re-electing him <strong>for</strong> a new term of five years.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 15,652,418 shares,<br />
which represent 99.04% of the share capital present at the General Shareholders’ Meeting, with 151,202 shares<br />
voting against the motion, which represent 0.96 % of the share capital present at the General Shareholders’<br />
Meeting.<br />
3.1.3. To ratify the Board of Directors’ appointment by cooptation of Mr Ignacio López del Hierro Bravo as<br />
independent director, re-electing him <strong>for</strong> a new term of five years.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares,<br />
which represent 99.06% of the share capital present at the General Shareholders’ Meeting, with 148,735 shares<br />
voting against the motion, which represent 0.94 % of the share capital present at the General Shareholders’<br />
Meeting.<br />
3.1.4. To ratify the Board of Directors’ appointment by cooptation of TVIKAP AB as nominee director, re-electing<br />
the same <strong>for</strong> a new term of five years.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 15,621,256 shares,<br />
which represent 98.85% of the share capital present at the General Shareholders’ Meeting, with 182,364 shares<br />
voting against the motion, which represent 1.15 % of the share capital present at the General Shareholders’<br />
Meeting.<br />
3 2. To establish the number of members needed to make up the Board of Directors, in keeping with the<br />
maximum <strong>and</strong> minimum thresholds provided by article 20 of the Articles of Association, at 10 members.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 15,798,905 shares,<br />
which represent 99.97% of the share capital present at the General Shareholders’ Meeting, with 4,715 shares