AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
documentation which, where appropriate, is attached, to the other shareholders and in accordance with the provisions set out in the Law. New Article 16 b: Right to information. The shareholders shall have the right to information under the terms set out in the Law. The Board Members shall be required to provide the information requested in the manner and within the periods specified in the Law, except in cases where it is legally inadmissible and, in particular, when prior to the formulation of specific questions by the shareholders the information requested was clearly and directly available to all shareholders on the website of the Company under the question-answer format or when, in the opinion of the Chairman, the publication of this information is detrimental to the corporate interests. This last exception does not apply when the request is supported by shareholders who represent at least a quarter of the capital. Article 19: Resolutions adopted in the Board Meetings. The deliberations of the General Meetings, whether ordinary or extraordinary, shall be recorded in the minutes with the requirements demanded by Law. The act may be approved by means of any of the procedures permitted by Law. Article 19: Resolutions adopted in the Board Meetings. The deliberations of the General Meetings, whether ordinary or extraordinary, shall be recorded in the minutes with the requirements demanded by Law. The act may be approved by means of any of the procedures permitted by Law. The resolutions passed and the results of the votes shall be posted on the website of the company within five days after the end of the Board Meeting. Article 22: Convening of the Board of Directors Article 22: Convening of the Board of Directors 6
The Board of Directors shall meet when the interests of the company so requires, and at least once every three months. It shall be convened by the Chairman or by the person acting in his stead. The Board Meeting shall be considered validly constituted when the meeting is attended by, present or by representation, more than half of the members of the Board of Directors. Any Board Member may grant, in writing, a proxy to another Board Member. In order to adopt resolutions, the affirmative vote of a majority of the Board Members present at the meeting is required, except in cases in which the Law requires a qualified majority. The discussions and resolutions of the Board shall be recorded in a minute book, and each act shall be signed by the Chairman and the Secretary, or by those acting in their stead. The Board of Directors shall meet when the interests of the company so requires, and at least once every three months. It shall be convened by the Chairman or by the person acting in his stead. The Board Members who constitute at least a third of the members of the Board of Directors may convene the Meeting, indicating the agenda for the meeting and it being held in the locality of the registered office if, upon prior request to the Chairman, he without good cause had not made the call within one month's advance notice. The Board Meeting shall be considered validly constituted when the meeting is attended by, present or by representation, more than half of the members of the Board of Directors. Any Board Member may grant, in writing, a proxy to another Board Member. In order to adopt resolutions, the affirmative vote of a majority of the Board Members present at the meeting is required, except in cases in which the Law requires a qualified majority. The discussions and resolutions of the Board shall be recorded in a minute book, and each act shall be signed by the Chairman and the Secretary, or by those acting in their stead. III. APPROVAL OF THE REPORT Based on the foregoing, and pursuant to the provisions set out in Articles 286 of the Capital Corporations Act and 158 of the Companies Registry Regulations, the Board of Directors hereby issues this Report on the amendment of the Articles of Association. In Madrid on 21 May 2012 7
- 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 and 210: • Significant events notified to
- Page 211 and 212: information could be harmful to the
- 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: The shareholders representing at le
- 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
- Page 261 and 262: exchangeable fixed income securitie
- Page 263 and 264: onds and shall be reported in the f
- Page 265 and 266: upon the termination or relocation
- Page 267 and 268: Article 13) The General Meetings ma
- Page 269 and 270: The shareholders, who are entitled
- Page 271 and 272: the right to cast their vote from a
- Page 273 and 274: on any issues that may put at risk
- Page 275 and 276: may not refuse the recruitment unle
- Page 277 and 278: along with the functions and powers
- Page 279 and 280: ACTIVITY REPORT OF THE APPOINTMENTS
- Page 281 and 282: - Allowance of the Board Members fo
- Page 283 and 284: Mr. Ignacio Javier López del Hierr
documentation which, where appropriate,<br />
is attached, to the other shareholders <strong>and</strong><br />
in accordance with the provisions set out<br />
in the Law.<br />
New Article 16 b: Right to in<strong>for</strong>mation.<br />
The shareholders shall have the right to<br />
in<strong>for</strong>mation under the terms set out in the<br />
Law.<br />
The Board Members shall be required to<br />
provide the in<strong>for</strong>mation requested in the<br />
manner <strong>and</strong> within the periods specified<br />
in the Law, except in cases where it is<br />
legally inadmissible <strong>and</strong>, in particular,<br />
when prior to the <strong>for</strong>mulation of specific<br />
questions by the shareholders the<br />
in<strong>for</strong>mation requested was clearly <strong>and</strong><br />
directly available to all shareholders on<br />
the website of the Company under the<br />
question-answer <strong>for</strong>mat or when, in the<br />
opinion of the Chairman, the publication<br />
of this in<strong>for</strong>mation is detrimental to the<br />
corporate interests. This last exception<br />
does not apply when the request is<br />
supported by shareholders who represent<br />
at least a quarter of the capital.<br />
Article 19: Resolutions adopted in the<br />
Board Meetings.<br />
The deliberations of the General Meetings,<br />
whether ordinary or extraordinary, shall be<br />
recorded in the minutes with the<br />
requirements dem<strong>and</strong>ed by Law. The act may<br />
be approved by means of any of the<br />
procedures permitted by Law.<br />
Article 19: Resolutions adopted in the<br />
Board Meetings.<br />
The deliberations of the General Meetings,<br />
whether ordinary or extraordinary, shall be<br />
recorded in the minutes with the<br />
requirements dem<strong>and</strong>ed by Law. The act may<br />
be approved by means of any of the<br />
procedures permitted by Law.<br />
The resolutions passed <strong>and</strong> the results of<br />
the votes shall be posted on the website of<br />
the company within five days after the<br />
end of the Board Meeting.<br />
Article 22: Convening of the Board of<br />
Directors<br />
Article 22: Convening of the Board of<br />
Directors<br />
6