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

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

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

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