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

5. Basis and methods for conversion and/or exchange of debentures and bonds:
In the case of the issuance of convertible and/or exchangeable debentures or
bonds, and for the purpose of determining the basis and methods for
conversion and/or exchange, it has been agreed to establish the following
criteria:
(a)
Securities that are issued under this agreement can be converted to
new shares of the Company and/or exchanged for paid-up share
capital of the Company, with the Board of Directors authorized to
decide if these instruments will be convertible and/or exchangeable, as
well as to determine if their conversion or exchange will be mandatory
or voluntary and, if voluntary, for the shareholder or the issuer, in
accordance with the frequency and the periods established in the
issuance agreement, which may not be greater than ten (10) years
following the date of issue.
(b) In the case of convertible and exchangeable issues, the Board of
Directors may also establish that the issuer reserves the right to
decide, at any given moment, between conversion into new shares
and exchange into existing paid-up shares, choosing which type of
shares will be delivered upon their conversion or exchange, with the
option to deliver a combination of new and existing paid-up shares. In
all cases, the issuer shall give identical treatment to all shareholders of
fixed income securities who convert or exchange their securities on the
same date.
Generally, the conversion and/or exchange ratio shall be a fixed ratio
and, for this purpose, fixed income securities shall be valued at their
nominal value and shares at the fixed exchange ratio determined by
the agreement of the Board of Directors under which this delegation of
powers is exercised, or at the exchange ratio to be determined on the
date(s) specified by the Board Meeting, depending on the market price
of the Company's shares on the date(s) or period(s) of reference cited
in this same agreement. In all cases, the share price, for the purposes
of conversion or exchange, may not be less than the greater of (a) the
arithmetic mean of the closing prices of the shares of the Company on
the Spanish Continuous Stock Market during the period established by
the Board of Directors, which shall not be greater than three months or
less than fifteen days prior to the date of adoption of the resolution of
the Board to issue fixed income securities and (b) the closing price of
the shares in this Continuous Market on the day prior to the approval
of the aforementioned stock issuance agreement.
(c) Notwithstanding the stipulations of the above paragraph, it may be
decided to issue the debentures or bonds with a variable conversion
and/or exchange ratio. In this case, the share price, for the purpose of
conversion and/or exchange, will be the arithmetic mean of the closing
prices of the Company’s stock on the Spanish Continuous Stock
Market for a period to be determined by the Board of Directors, which
may not be greater than three months or less than fifteen days prior to
the date of conversion and/or exchange, with a premium or, if it be the
case, a discount, with regard to the share price. The premium or
discount may be distinct for each conversion and/or exchange date for
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