AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
Meeting. o Means and procedures for remote voting. o Information on the conduct of General Meetings held during the current year and the previous year, stating the composition of the Meeting at the time of its constitution, the resolutions adopted and the number of votes cast and in which way for each of the proposals on the agenda. • Information about other matters of interest relating to the business activities of the company. When, in the opinion of the Board of Directors the publication of certain information could be harmful to the interests of the company, it may be agreed not to include such information on the website. The Board of Directors may delegate this power to one of its members. o and shareholders. The form in which the right to information may be exercised by shareholders. o Means and procedures for appointing a proxy for the Meeting. o Means and procedures for remote voting. o The forms that are to be used for voting by proxy and remote voting, unless the company decides to send them directly to each shareholder. b) In regard to previous General Shareholders’ Meetings: o Announcement and agenda of Meetings held during the current financial year and the previous year. o Full text of the proposals for resolutions to be decided on and of the documentation available to shareholders prior to Meetings held during the current financial year and the previous year. o Information on the conduct of General Meetings held during the current year and the previous year, stating the composition of the Meeting at the time of its constitution, the resolutions adopted and the number of votes cast and in which way for each of the proposals on the agenda. • Information about other matters of interest relating to the business activities of the company. When, in the opinion of the Board of Directors the publication of certain 11
information could be harmful to the interests of the company, it may be agreed not to include such information on the website. The Board of Directors may delegate this power to one of its members. Article 6. Announcements General Meetings, both ordinary and extraordinary, shall be convened through announcements published in the Official Journal of the Commercial Registry and on the website of the company at least one month prior to the scheduled date of the meeting, stating the date on which, if appropriate, the meeting is to take place at second call. The announcement shall state all matters on the agenda. Between the first and second meetings there shall be a period of at least 24 hours. The announcement of the Meeting shall also state the circumstances stipulated in Articles 16 and 17 of the Corporate Bylaws in relation to time periods and procedures for exercising the right to appoint a proxy, the right to attend and the right to vote. No later than the date of publication or, in any event, the business day that immediately follows, the announcement of the meeting shall be sent by the company to the National Securities and Exchange Commission (CNMV). Without prejudice to the provisions of the previous section, as soon as the Board of Directors has knowledge of the probable Meeting date, this will be notified on the website. Article 6. Announcements General Meetings, both ordinary and extraordinary, shall be convened through announcements published in the Official Journal of the Commercial Registry or in a major Spanish newspaper, on the website of the National Securities and Exchange Commission and on the website of the company at least one month prior to the scheduled date of the meeting, stating the date on which, if appropriate, the meeting is to take place at second call. The announcement shall state all matters on the agenda. Between the first and second meetings there shall be a period of at least 24 hours. An Extraordinary General Shareholders’ Meeting, when voting is permitted by electronic means, may be convened with minimum advance notice of fifteen days prior to the date of the meeting, with a previous express resolution having been adopted at the Ordinary General Shareholders’ Meeting by at least two thirds of the subscribed share capital with voting rights. The validity of this resolution may not extend beyond the date on which next General Meeting is to be held. The announcement of the Meeting shall also state the circumstances stipulated in Articles 16 and 17 of the Corporate Bylaws in relation to time periods and procedures for exercising the right to appoint a proxy, the right to attend and the right to vote. Without prejudice to the provisions of the previous section, as soon as the Board of Directors knows the probable Meeting date, this will be notified on the website. 12
- Page 159 and 160: - In the case of all other employee
- Page 161 and 162: changes approved, as well as formal
- Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
- Page 165 and 166: The descriptions cover controls for
- Page 167 and 168: The manual establishes that its upd
- Page 169 and 170: A description of the scope of the e
- Page 171 and 172: KPMG KPMG Auditores S.L Edificio To
- Page 173 and 174: 3. Review the explanatory documenta
- Page 175 and 176: Principal Companies of the Amper Gr
- Page 177 and 178: AMPER, S.A. Balance Sheets (Thousan
- Page 179 and 180: AMPER PROGRAMAS DE ELECTRÓNICA Y C
- Page 181 and 182: AMPER SISTEMAS, S.A. (Unipersonal)
- Page 183 and 184: HEMISFERIO NORTE BRASIL, S. L. (Uni
- Page 185 and 186: GRUPO MEDIDATA INFORMÁTICA Balance
- Page 187 and 188: EPICOM, S.A. Balance Sheets (Thousa
- Page 189 and 190: LANDATA COMUNICACIONES DE EMPRESA,
- Page 191 and 192: AMPER GROUP Balance Sheets (Thousan
- Page 193 and 194: eLandia INTERNATIONAL, INC. Balance
- Page 195 and 196: 7. Delegation, in favour of the Boa
- Page 197 and 198: a) By the subsequent and express re
- Page 199 and 200: In accordance with the provisions s
- Page 201 and 202: Resolutions relating to item three
- Page 203 and 204: Shareholders representing at least
- Page 205 and 206: members are present or represented
- Page 207 and 208: This Regulation aims to: a) Make pu
- Page 209: • Significant events notified to
- Page 213 and 214: Article 7. Convening of a meeting a
- Page 215 and 216: Article 11. Agenda The agenda shall
- Page 217 and 218: esolution previously adopted to suc
- Page 219 and 220: Article 28: Publication Following i
- Page 221 and 222: other existing paid-up share capita
- Page 223 and 224: each issue or issue tranche; howeve
- Page 225 and 226: debentures and bonds and warrants,
- Page 227 and 228: The present proposal may be subject
- Page 229 and 230: The Report of the Board of Director
- Page 231 and 232: Article 16 B: Right to information
- Page 233 and 234: The shareholders representing at le
- Page 235 and 236: The Board of Directors shall meet w
- Page 237 and 238: All this makes it advisable to adap
- Page 239 and 240: CURRENT DRAFT PROPOSED AMENDMENT Pr
- Page 241 and 242: the last financial year, at least.
- Page 243 and 244: esolutions to be adopted and the do
- Page 245 and 246: call shall be forwarded by the comp
- Page 247 and 248: convened: - The minimum period requ
- Page 249 and 250: of time, as well as the good order
- Page 251 and 252: of signature considered appropriate
- Page 253 and 254: through the timely notice of signif
- Page 255 and 256: In general, it is not possible to p
- Page 257 and 258: REPORT OF THE BOARD OF DIRECTORS OF
- Page 259 and 260: (g) (h) (i) (j) The nature of, perp
in<strong>for</strong>mation could be harmful to the<br />
interests of the company, it may be<br />
agreed not to include such in<strong>for</strong>mation on<br />
the website. The Board of Directors may<br />
delegate this power to one of its<br />
members.<br />
Article 6. Announcements<br />
General Meetings, both ordinary <strong>and</strong><br />
extraordinary, shall be convened through<br />
announcements published in the Official<br />
Journal of the Commercial Registry <strong>and</strong><br />
on the website of the company at least<br />
one month prior to the scheduled date of<br />
the meeting, stating the date on which, if<br />
appropriate, the meeting is to take place<br />
at second call. The announcement shall<br />
state all matters on the agenda. Between<br />
the first <strong>and</strong> second meetings there shall<br />
be a period of at least 24 hours.<br />
The announcement of the Meeting shall<br />
also state the circumstances stipulated in<br />
Articles 16 <strong>and</strong> 17 of the Corporate<br />
Bylaws in relation to time periods <strong>and</strong><br />
procedures <strong>for</strong> exercising the right to<br />
appoint a proxy, the right to attend <strong>and</strong> the<br />
right to vote.<br />
No later than the date of publication or, in<br />
any event, the business day that<br />
immediately follows, the announcement of<br />
the meeting shall be sent by the company<br />
to the National Securities <strong>and</strong> Exchange<br />
Commission (CNMV).<br />
Without prejudice to the provisions of the<br />
previous section, as soon as the Board of<br />
Directors has knowledge of the probable<br />
Meeting date, this will be notified on the<br />
website.<br />
Article 6. Announcements<br />
General Meetings, both ordinary <strong>and</strong><br />
extraordinary, shall be convened through<br />
announcements published in the Official<br />
Journal of the Commercial Registry or in<br />
a major Spanish newspaper, on the<br />
website of the National Securities <strong>and</strong><br />
Exchange Commission <strong>and</strong> on the<br />
website of the company at least one<br />
month prior to the scheduled date of the<br />
meeting, stating the date on which, if<br />
appropriate, the meeting is to take place<br />
at second call. The announcement shall<br />
state all matters on the agenda. Between<br />
the first <strong>and</strong> second meetings there shall<br />
be a period of at least 24 hours.<br />
An Extraordinary General<br />
Shareholders’ Meeting, when voting is<br />
permitted by electronic means, may be<br />
convened with minimum advance<br />
notice of fifteen days prior to the date<br />
of the meeting, with a previous express<br />
resolution having been adopted at the<br />
Ordinary General Shareholders’<br />
Meeting by at least two thirds of the<br />
subscribed share capital with voting<br />
rights. The validity of this resolution<br />
may not extend beyond the date on<br />
which next General Meeting is to be<br />
held.<br />
The announcement of the Meeting shall<br />
also state the circumstances stipulated in<br />
Articles 16 <strong>and</strong> 17 of the Corporate<br />
Bylaws in relation to time periods <strong>and</strong><br />
procedures <strong>for</strong> exercising the right to<br />
appoint a proxy, the right to attend <strong>and</strong> the<br />
right to vote.<br />
Without prejudice to the provisions of the<br />
previous section, as soon as the Board of<br />
Directors knows the probable Meeting<br />
date, this will be notified on the website.<br />
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