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

Resolutions relating to item three on the agenda:
Dismissal and appointment of Directors. Ratification and reelection of directors
appointed by cooptation. Establishment of the number of Board Members.
3.1. Ratification of the appointment and reelection of Aralia Asesores SL.
3.2. Ratification of the appointment and reelection of Veremonte España S.L.
3.3. Dismissal and appointment of Directors.
Proposal
-Ratification of the appointment by cooptation, made by the Board of Directors, of
Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija, as a Director
representing controlling shareholders, reelecting it for a new five-year term.
-Ratification of the appointment by cooptation, made by the Board of Directors, of
Veremonte España, S.L., represented by Mr. Yago Enrique Méndez Pascual, as a
Director representing controlling shareholders, reelecting it for a new five-year term.
At the time this document was prepared, there was no information pertaining to the
dismissal of any directors on the date of the next Ordinary General Shareholders’
Meeting, nor has the Board agreed to propose the appointment of any new Directors to
the Meeting.
If there are any changes in this respect, shareholders will be duly informed of this.
Resolutions relating to item four on the agenda:
Corporate Bylaws: amendment of articles 13 (Types of General Meetings), 14
(Convening of General Meetings), 19 (Resolutions adopted at General Meetings)
and 22 (Convening of the Board) and the introduction of a new article 16 bis
(Right to information) to adapt them to the latest regulatory changes and to
introduce technical improvements and improve the wording.
Proposal
The Board of Directors of Amper, S.A. considers it advisable to proceed to modify the
Regulation of the Shareholders’ Meeting; the sole motivation behind this amendment is
to adapt it to regulatory changes which, for the most part, are focused on the reform of
the Capital Company Act, brought about by Law 25/2011 and by RDL 9/2012.
As a result of these legislative changes, a proposal is made to amend articles 13, 14,
19, 22 and to introduce a new article 16 bis in the corporate bylaws of Amper, S.A.,
which will read as follows: (In order to facilitate the identification and understanding of
the proposed changes, for information purposes, a comparative table has been
prepared containing the articles of the Bylaws for which amendments are proposed,
with the left column containing the transcription of the current text and the right column,
the text of the proposed amendment highlighted in boldface).
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