AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
it decides to undertake under the authorisation granted by the General Meeting, the Board shall issue, at the moment the increased is agreed upon, a Report detailing the reasons of corporate interests which justify the measure. This Report shall be accompanied by the Report issued by an auditor in accordance with the provisions set out in Article 506 of the Capital Corporations Act. Both reports shall be made available to the shareholders and reported in the first General Meeting held after the increase of capital. 2. - Proposed Resolution. Given the above, the following PROPOSAL is submitted for approval by the General Meeting of Shareholders: Authorise the Board of Directors, as broadly as necessary by Law so that in accordance with the provisions set out in Article 297.1.b) of the Capital Corporations Act, the Board may increase capital without the prior consultation to the General Meeting in one or on various occasions and at any time, for a term commencing from the date of the Ordinary General Meeting of June 2012 to the date on which the next Ordinary General Meeting of Shareholders is held and in the maximum amount allowed by Law, that is, half of the share capital at the moment of authorisation, through the issuance of new ordinary or redeemable shares or of any other type in accordance with the applicable legal requirements, with or without premium, and consisting in the equivalent value for the new shares to be issued in cash contributions. They may also establish the terms and conditions of the capital increase, freely offer the new shares not subscribed within the preferential subscription period, establish that the capital will remain increased only by the amount of the subscribed shares, in the event of an incomplete subscription, and amend the article of the Articles of Association relating to the share capital. The Board of Directors shall have the authority to prohibit, in whole or in part, the preferential subscription rights under the terms of Article 506 of the Capital Corporations Act. In Madrid on 21 May 2012 The Board of Directors 3
REPORT OF THE BOARD OF DIRECTORS OF AMPER, S.A. JUSTIFYING THE PROPOSAL TO BE SUBMITTED FOR APPROVAL IN THE GENERAL MEETING OF SHAREHOLDERS IN CONNECTION WITH THE DELEGATION IN FAVOUR OF THE BOARD OF DIRECTORS TO ISSUE FIXED INCOME SECURITIES, BOTH SIMPLE AND EXCHANGEABLE AND / OR CONVERTIBLE WITH AUTHORITY, WITH THE POWERS TO INCREASE THE SHARE CAPITAL AND TO EXCLUDE THE RIGHT OF PREFERENTIAL SUBSCRIPTION. The Board of Directors drafts this report in compliance with the provisions set out in Articles 286, 414 and 415 of the Capital Corporations Act in order to justify the proposal to be submitted for approval in the Board Meeting in connection with the delegation in favour of the Board of Directors to issue fixed income securities, both simple as well as exchangeable and / or convertible, with the powers to increase the share capital and to exclude the right of preferential subscription to the shareholders. 1. - Justification of the proposal: The Board of Directors considers it advisable to have delegated authority provided for in the current regulations to be able to capture in the primary securities markets the necessary resources for the proper management of the corporate interests at all times and at the speed that these markets require. The purpose of the delegation is to provide the Board of Directors of the Company with the necessary flexibility and the capacity to respond in the competitive environment in which the Company operates, where often the success of an operation depends on the ability to undertake it quickly, without the delays and costs that inevitably is involved in the calling and holding of a General Meeting. For this purpose and under the provisions of Article 401 and other articles of the Capital Corporations Act, which govern the general rules regarding the issue of debentures, the provisions of Article 319 of the Companies Registry Regulations and the provisions of Articles 297.1 b) 506 and 511 of the Capital Corporations Act, the proposal submitted to the General Meeting is the delegation of powers to the Board of Directors to carry out the following: a) issue debentures, bonds and other fixed income securities, both simple as well as exchangeable and / or convertible, and "warrants" on newly issued shares or outstanding shares of the company by establishing the basis and methods of conversion of debentures or bonds into shares, b) increase the share capital by the amount necessary to cover the conversion of the convertible fixed income securities and / or the exercise of "warrants" on newly issued shares, and c) exclude the preferential subscription rights of shareholders and holders of convertible securities and "warrants". 2. - Proposed Resolution. Given the above, the following PROPOSAL is submitted for approval by the General Meeting of Shareholders: 1
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it decides to undertake under the authorisation granted by the General Meeting, the<br />
Board shall issue, at the moment the increased is agreed upon, a Report detailing the<br />
reasons of corporate interests which justify the measure. This Report shall be<br />
accompanied by the Report issued by an auditor in accordance with the provisions set<br />
out in Article 506 of the Capital Corporations Act. Both reports shall be made available<br />
to the shareholders <strong>and</strong> reported in the first General Meeting held after the increase of<br />
capital.<br />
2. - Proposed Resolution.<br />
Given the above, the following PROPO<strong>SA</strong>L is submitted <strong>for</strong> approval by the General<br />
Meeting of Shareholders:<br />
Authorise the Board of Directors, as broadly as necessary by Law so that in<br />
accordance with the provisions set out in Article 297.1.b) of the Capital Corporations<br />
Act, the Board may increase capital without the prior consultation to the General<br />
Meeting in one or on various occasions <strong>and</strong> at any time, <strong>for</strong> a term commencing from<br />
the date of the Ordinary General Meeting of June 2012 to the date on which the next<br />
Ordinary General Meeting of Shareholders is held <strong>and</strong> in the maximum amount allowed<br />
by Law, that is, half of the share capital at the moment of authorisation, through the<br />
issuance of new ordinary or redeemable shares or of any other type in accordance with<br />
the applicable legal requirements, with or without premium, <strong>and</strong> consisting in the<br />
equivalent value <strong>for</strong> the new shares to be issued in cash contributions.<br />
They may also establish the terms <strong>and</strong> conditions of the capital increase, freely offer<br />
the new shares not subscribed within the preferential subscription period, establish that<br />
the capital will remain increased only by the amount of the subscribed shares, in the<br />
event of an incomplete subscription, <strong>and</strong> amend the article of the Articles of<br />
Association relating to the share capital.<br />
The Board of Directors shall have the authority to prohibit, in whole or in part, the<br />
preferential subscription rights under the terms of Article 506 of the Capital<br />
Corporations Act.<br />
In Madrid on 21 May 2012<br />
The Board of Directors<br />
3
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