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

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).
CURRENT TEXT
PROPOSED AMENDMENT
Preamble
The Special Committee’s Report for the
furtherance of transparency and security
in listed markets and companies (“Aldama
Report”) recommends, among other
points, that listed companies prepare and
disseminate a Specific Regulation for
General Meetings, which should be
submitted to it for approval, which governs
the convening, preparation, information,
attendance, implementation and exercise
of shareholder voting rights, in
accordance at all times with the Law and
the Corporate Bylaws.
In order to comply with this
recommendation, following the criteria and
recommendations of said Report, the
Board of Directors of AMPER S.A. has
submitted to the General Shareholders’
Meeting of the company, who approved it
at the meeting held on 24 June 2003, the
present Regulation of the General
Shareholders’ Meeting of AMPER, S.A.,
which governs all the points covered in
the Aldama Report. Subsequently, due to
new developments that have arisen in
regard to shareholder information tools, as
well as the use of new technologies to
exercise the right of information,
attendance, voting and representation, the
Board of Directors has considered it
necessary to propose the amendment of
this Regulation to the General
Shareholders’ Meeting. The General
Shareholders’ Meeting approved the
proposed amendments at its meeting held
on 22 June 2004. The resulting text is that
contained in the current Regulation. (Note:
The Meeting of 15 June 2006 approved
the amendment of Article 6 of this
Regulation in regard to the period for
convening Meetings and the Meeting of
29 June 2011 approved the amendment
of Articles 2, 5, 6, 12, 13, 24, 27 and 28 of
the present Regulation to adapt it to
current legislation).
Preamble
This document contains the Regulation
of the General Shareholders’ Meeting
of Amper S.A. pursuant to the
requirements of Article 512 of the
Capital Company Act.
This Regulation aims to: a) make public the
procedures for preparing and holding
General Meetings; b) define the forms for
the exercise of shareholders’ voting rights
on the occasion of the convening and
holding of the General Meetings; c)
systematize the process of preparation and
conduct of the General Meeting.
In order to provide shareholders with a
good knowledge and understanding of the
operating rules of the General Meeting and
of all issues relating to it, it has been
considered appropriate to rewrite all the
bylaw provisions of this Regulation, as well
as of the Regulation of the Board of
Directors and other current corporate rules
relating to them, in a way that allows
shareholders, with a single text ordered
systematically, to have access to all
information relating to the General Meeting.
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