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

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

05.01.2015 Views

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

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 />

12

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