AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

a) Shares can be acquired by any legally means, directly by Amper, S.A. or by one of its group’s companies, up to
the maximum provided by Law.
b) The maximum price per share shall be of twenty (20) euros. There will not be a minimum price.
c) This authorisation shall be valid for 5 years.
This agreement was approved with the vote in favour of shareholders who are owners of 18,327,654 shares, which
represent 99.15% of the share capital present at the General Shareholders’ Meeting, with 156,600 shares voting
against the motion, which represent 0.85 % of the share capital present at the General Shareholders’ Meeting.
Tenth
To approve the merger of AMPER, S.A. (Acquiring Company) and HEMISFERIO NORTE, S. A. (Acquired
Company fully owned by AMPER, S.A. at the time of the merger) with the extinction of the absorbed company and
the block transfer of its assets, universally, to the acquiring company, pursuant to the merger project approved by
the executive bodies of the companies involved, and which was deposited in the Commercial Registry of Madrid,
specifically:
10.1. Approval of the merger balance closed on 31 December 2010.
To take the balance sheets of Amper, S.A. and Hemisfero Norte, S.A.U., both closed on 31 December 2010, as the
basis of this merger operation, pursuant to what is established in article 36 of Act 3/2009.
In accordance with what is established in article 37 of Act 3/2009, the merging balance of Amper, S.A. has been
verified by Corporate account auditors. That of Hemisferio Norte, S.A.U. has not been verified by an account
auditor as the company was not obligated to audit its accounts.
No significant changes took place in either the composition or the value of the assets and liabilities existent in
either of the companies merging between the date on which the merger project was drafted and the date on which
these agreements are signed.
10.2. Approval of the Merger Proposal merging Amper S.A. and Hemisferio Norte, S.A.U (Acquiring Company).
To approve in its entirety the merger proposal merging Hemisferio Norte S.A.U. (Acquired Company) and Amper,
S.A, (Acquiring Company), presented before the Commercial Registry of Madrid on 11 May 2011.
10.3 Endorse the merger agreement.
To approve the merger of AMPER, S.A. as acquiring company and HEMISFERIO NORTE, S.A. as acquired
company, with the block transfer of the assets of the acquired company, which will be extinguished, the acquiring
company thereby assuming the rights and obligations of the acquired company through universal succession.
This agreement was approved with the vote in favour of shareholders who are owners of 18,477,865 shares, which
represent 99.97% of the share capital present at the General Shareholders’ Meeting, with 6,389 shares voting
against the motion, which represent 0.03 % of the share capital present at the General Shareholders’ Meeting.
Eleventh
According to the provisions of Article 1 of Act 26/2003 dated 17 July, by virtue of which Article 115.1 is added to the
Securities Exchange Act 24/1988 dated 28 July, the General Shareholders' Meeting is informed that, with the
purpose of facilitating the work of the Executive Committee, the Board of Directors did on 29 September 2010
unanimously approve the amendment to Article 24.2 of the Regulations of the Board of Directors, providing that the
Vice-Secretary of the Board of Directors could also act as Secretary of this Committee.