AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... 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.
Likewise, in its session of 25 May 2011 the Board of Directors agreed to modify articles 10.1, 25.2 and 36.3 to bring them into line with legislative changes. Twelfth To delegate to the Board of Directors the powers necessary to request from the Stock Exchange Governing Body (Sociedad Rectora de las Bolsas de Valores) and the Spanish Securities and Exchange Comission (Comisión Nacional del Mercado de Valores) the admission of the new shares, securities and other titles that may be issued, if applicable, to official quotation on the Stock Exchange by virtue of the authorisation given to the Board of Directors. The Board will draft the informative leaflets and comply with the legal and regulatory procedures, and adopt necessary agreements for the Company’s shares, securities and other titles in circulation to remain quoted. This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which represent 100% of the share capital present at the General Shareholders’ Meeting. Thirteenth To delegate to the Board of Directors, with express powers of substitution, the widest powers which in law are necessary for it to proceed to set, complete, develop and modify the agreements adopted by this General Shareholders’ Meeting. The Board will carry out whatever administrative procedures are necessary before the body responsible for the registration of account entries, the Ministry for the Economy and Finance, the Spanish Securities and Exchange Comission and any other public or private bodies. It will also draw up and publish the announcements required by law. In addition it will be given powers for compliance with as many legal requirements as necessary to complete this work satisfactorily. It will be able to complete and correct omissions or defects in these agreements. It will also have the power to authorise as many public or private documents considered necessary to adapt these to the verbal or written requirements for the Companies Registrar and any authority or institution responsible, carrying out as may acts as are necessary to complete this satisfactorily and, in particular, to achieve the registration in the Companies Register of those agreements that can be registered. This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which represent 100% of the share capital present at the General Shareholders’ Meeting. E.9 Specify whether there is any limitation in the Articles of Association establishing any number of shares required to attend the General Shareholders’ Meeting. NO Number of shares required to attend the General Shareholders Meeting E.10 Specify and justify the policies followed by the Company with respect to proxy-voting at the General Shareholders’ Meeting. As aforementioned, any shareholder with attendance right may be represented in the Meeting by any other person, shareholder or not, complying with all legal requirements and procedures. Such representation must be granted by written and specially for each Meeting. The representation is revocable. Attendance in person at the Meeting by the principal shall constitute the revocation of the representation granted.
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Likewise, in its session of 25 May 2011 the Board of Directors agreed to modify articles 10.1, 25.2 <strong>and</strong> 36.3 to bring<br />
them into line with legislative changes.<br />
Twelfth<br />
To delegate to the Board of Directors the powers necessary to request from the Stock Exchange Governing Body<br />
(Sociedad Rectora de las Bolsas de Valores) <strong>and</strong> the Spanish Securities <strong>and</strong> Exchange Comission (Comisión<br />
Nacional del Mercado de Valores) the admission of the new shares, securities <strong>and</strong> other titles that may be issued,<br />
if applicable, to official quotation on the Stock Exchange by virtue of the authorisation given to the Board of<br />
Directors. The Board will draft the in<strong>for</strong>mative leaflets <strong>and</strong> comply with the legal <strong>and</strong> regulatory procedures, <strong>and</strong><br />
adopt necessary agreements <strong>for</strong> the Company’s shares, securities <strong>and</strong> other titles in circulation to remain quoted.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which<br />
represent 100% of the share capital present at the General Shareholders’ Meeting.<br />
Thirteenth<br />
To delegate to the Board of Directors, with express powers of substitution, the widest powers which in law are<br />
necessary <strong>for</strong> it to proceed to set, complete, develop <strong>and</strong> modify the agreements adopted by this General<br />
Shareholders’ Meeting. The Board will carry out whatever administrative procedures are necessary be<strong>for</strong>e the body<br />
responsible <strong>for</strong> the registration of account entries, the Ministry <strong>for</strong> the Economy <strong>and</strong> Finance, the Spanish<br />
Securities <strong>and</strong> Exchange Comission <strong>and</strong> any other public or private bodies. It will also draw up <strong>and</strong> publish the<br />
announcements required by law. In addition it will be given powers <strong>for</strong> compliance with as many legal requirements<br />
as necessary to complete this work satisfactorily. It will be able to complete <strong>and</strong> correct omissions or defects in<br />
these agreements. It will also have the power to authorise as many public or private documents considered<br />
necessary to adapt these to the verbal or written requirements <strong>for</strong> the Companies Registrar <strong>and</strong> any authority or<br />
institution responsible, carrying out as may acts as are necessary to complete this satisfactorily <strong>and</strong>, in particular,<br />
to achieve the registration in the Companies Register of those agreements that can be registered.<br />
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which<br />
represent 100% of the share capital present at the General Shareholders’ Meeting.<br />
E.9 Specify whether there is any limitation in the Articles of Association establishing any number of<br />
shares required to attend the General Shareholders’ Meeting.<br />
NO<br />
Number of shares required to attend the General Shareholders Meeting<br />
E.10 Specify <strong>and</strong> justify the policies followed by the Company with respect to proxy-voting at the<br />
General Shareholders’ Meeting.<br />
As a<strong>for</strong>ementioned, any shareholder with attendance right may be represented in the Meeting by any other<br />
person, shareholder or not, complying with all legal requirements <strong>and</strong> procedures. Such representation must<br />
be granted by written <strong>and</strong> specially <strong>for</strong> each Meeting.<br />
The representation is revocable. Attendance in person at the Meeting by the principal shall constitute the<br />
revocation of the representation granted.