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

members are present or represented at the
meeting. Any Director may grant
representation in writing to another Director.
For resolutions to be passed, an absolute
majority of votes in favor by the directors
attending the meeting shall be required,
except in those cases in which the Law
requires a qualified majority.
The Board’s debates and resolutions shall
be entered in a Minutes Book, each one of
which shall be signed by the Chairperson
and the Secretary or by those who acted for
them at the meeting to which the minutes
refer.
convene a meeting, specifying the items
on the agenda, to be held at the
registered address of the company if,
after a request to the Chairperson, the
latter failed to call a meeting within one
month without due cause.
The Board Meeting shall be deemed to be
validly constituted when half plus one of its
members are present or represented at the
meeting. Any Director may grant
representation in writing to another Director.
For resolutions to be passed, an absolute
majority of votes in favor by the directors
attending the meeting shall be required,
except in those cases in which the Law
requires a qualified majority.
The Board’s debates and resolutions shall
be entered in a Minutes Book, each one of
which shall be signed by the Chairperson
and the Secretary or by those who acted for
them at the meeting to which the minutes
refer.
The Board of Directors has drawn up and made available to shareholders, in
accordance with the provisions of Article 286 of the Capital Company Act, a Report
justifying the proposal to modify the bylaws, including the full text of the wording of the
articles proposed for amendment.
Resolutions relating to item five on the agenda:
Regulation of the General Shareholders’ Meeting: amendment of the Preamble
and of Articles 2 (Website), 6 (Announcements), 7 (Convening of a meeting at the
request of shareholders), 8 (Right of attendance), 10 (Representation), 11
(Agenda), 14 (Right to information), 18 (Specific information request), 23
(Minutes of the Meeting. Publication of resolutions) and 28 (Publications) for the
purpose of adapting them to the latest regulatory changes and in order to
introduce technical improvements and improve the wording.
Proposals
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 submitted to amend articles 2, 6,
7, 8, 10, 11, 14, 18, 23 and 28 of the Regulation of the Meetings of AMPER, S.A.,
which will hereinafter 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
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