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

Complies
28. The companies must make public and maintain the following information on their directors, updated
by way of their Web page:
a) Professional and biographical profile;
b) Other Boards of Directors on which the directors serve, whether the companies are listed or not;
c) The category of director under which the director falls, indicating, in the case of directors
representing substantial shareholders, the represented shareholder or the shareholder with whom he
has the relationship.
d) Date of first appointment as director of the Company, as well as subsequent dates, and;
e) Company shares, or stock options, which the director holds.
Complies
29. Independent directors must not remain independent for a continuous period of more than 12 years.
See captions: B.1.2
Please explain
Despite the fact that article 13.3 of the Regulations of the Board of Directors of Amper, S.A. establishes that the
Board of Directors will ensure that the independent Directors do not remain as such for a period of more than
12 years, said Board of Directors has decided that, given the important contribution they make to the company
with their professionalism, experience and knowledge of the company, the Directors Mr. Jaime Espinosa de los
Monteros and Mr. José F Mateu Istúriz, both independent Directors since 1999, should continue to hold their
posts. For this reason, their reelection, for a term of five years, was proposed to the General Shareholders’
Meetings held in 2008 and 2009, respectively.
30. The directors representing substantial shareholders must resign when the represented shareholder
sells his entire equity ownership. The directors representing a substantial shareholder must also resign,
when said shareholder decreases his equity ownership to a level which requires the reduction in the
number of directors representing substantial shareholders.
See captions: A.2, A.3 and B.1.2
Complies
31. The Board of Directors may not propose the dismissal of any independent director before the end of
the statutory period for which he was nominated, except when the Board considers that there is just
cause after an Appointments Committee report. Specifically, just cause will be understood to exist when
the director has failed to fulfil the obligations inherent in his office or has incurred in any of the
circumstances described in caption 5 of section III of definitions of this Code.
The dismissal of independent directors can also be proposed as a result of a Public Takeover Bid,
mergers or other similar corporate operations which presuppose a change in the company’s capital
structure, when said changes in the structure of the Board of Directors are favoured by the
proportionality criterion indicated in Recommendation 12.
See captions: B.1.2, B.1.5 and B.1.26
Complies