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

The Report of the Board of Directors of Amper, S.A. justifying the proposed
amendment to the articles of association and full text of the draft of the proposed
articles to amend
The Board of Directors of Amper, S.A. (hereinafter, the “Company”), at its meeting on 25
April 2012, has agreed to submit to the General Meeting of Shareholders under item four of
the Agenda, the amendment of Articles which are detailed below in the Articles of
Association.
This Report was prepared by the Board of Directors of the Company pursuant to the
provisions set out in the Capital Corporations Act (hereinafter, the “LSC, Ley de
Sociedades de Capital”) Article 286, which requires the Board Members of the corporation
to draft the full text of the proposed amendment and draft a written report for the
amendment of the Articles of Association, with the justification thereof and included in the
Companies Registry Regulations.
This Report does not include the proposed resolution that is to be adopted by the Board of
Directors, since the text is contained in the document that has been made available to that
body, and the proposal contains all the resolutions proposed to the Board of Directors.
The proposal to amend the Articles of Association to be subject to approval by the General
Meeting of Shareholders has as its genuine and determining root cause, the update of the
contents thereof to the new draft of the LSC derived both from the Law 25/2011 of 1
August, regarding the partial amendment of the Capital Corporations Act (Royal
Legislative Decree 1/2010 of 2 July, by which the revised text of the LSC is approved) and
of the incorporation of Directive 2007/36/EC of the European Parliament and of the Board
of 11 July regarding the exercise of certain rights of shareholders in listed companies as
those contained in Royal Decree-Law 9/2012 of 16 March regarding the simplification of
the reporting requirements and the documentation of mergers and divisions of capital
companies which has affected the system of corporations and especially the listed
corporations.
The sole purpose of the amendments proposed is to adapt the content of the articles of
associations to the innovations introduced by the aforementioned standards, although it
should be noted that, during this review, the opportunity has been used to propose any
changes to the Articles of Association of a purely stylistic character, or in the agenda.
I. JUSTIFICATION OF THE AMENDMENTS
The Articles of Association which have been proposed for amendment are detailed below,
as well as the reasons justifying the proposed amendment.
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