AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
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- In the case of all other employees, nothing is mentioned in this regard in their employment<br />
contracts, <strong>and</strong> in these cases the payment will be based on whatever is established by<br />
employment law at the time of the termination, except in the case of employees whose<br />
contracts establish a severance payment of three times their gross salary (fixed + variable) <strong>for</strong><br />
unfair dismissal <strong>and</strong> termination.<br />
6) The powers of the members of the Board of Directors, particularly those relating to the<br />
possibility of issuing or rebuying shares.<br />
Powers of the members of the Board of Directors<br />
The Managing Director, Mr Alfredo Redondo Iglesias, is the only member of the Board of<br />
Directors who has powers.<br />
He has "Level 1" powers, which are the most ample powers granted by the company.<br />
In order to exercise these powers he will in some cases require the joint signature of another<br />
power of attorney, whereas in other cases he will be able to act alone.<br />
Powers relating to the possibility of issuing or rebuying shares<br />
The Board of Directors has the following powers granted by different General Shareholders’<br />
Meetings:<br />
Meeting held on 19 June 2008:<br />
• Ability to issue shares pursuant to the provisions of article 153 of the previous<br />
Corporations Act, without the need <strong>for</strong> prior approval from the General Shareholders’<br />
Meeting, once or on several occasions <strong>and</strong> at any time, within a term of five years of the<br />
date on which the Meeting is held, <strong>for</strong> a maximum amount of 14,728,753 euros, by issuing<br />
new shares, be they ordinary, redeemable or of any other kind in accordance with the<br />
applicable legal requirements – with or without a premium – with the new shares having a<br />
monetary value. Likewise, the Board will also be able to set the terms <strong>and</strong> conditions <strong>for</strong> an<br />
increase in capital, to freely offer the new shares that have not been subscribed within the<br />
preferential subscription term, to establish that in the event of an incomplete subscription the<br />
capital will only be increased in the amount of the subscribed shares <strong>and</strong> to redraft the<br />
Articles of Association dealing with share capital. The Board of Directors will be able to<br />
exclude, either in part or in full, the right to preferential subscription under the terms of<br />
article 159.2 of the previous Corporations Act.<br />
Meeting held on 29 June 2011:<br />
• Ability to rebuy treasury stock, pursuant to what is established in article 146 of the Capital<br />
Companies Act, under the following conditions:<br />
• The purchases can be made by any method permitted by law, either directly by<br />
Amper, S.A. or through a company it its Group, up to the maximum permitted by<br />
law.<br />
• Purchases are carried out at a maximum price per share of twenty (20) euros, with<br />
no minimum purchase price.