AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
Delegate to the Board of Directors, pursuant to the provisions of the general rules regarding the issue of debentures, the provisions of Article 319 of the Companies Registry Regulations, and applying the provisions of Articles 297.1 b), 506 and 511 of the Capital Corporations Act, the power to issue fixed income securities, both simple as well as exchangeable and / or convertible, and "warrants" on newly issued shares or outstanding shares of the Company, in accordance with the following conditions: 1. Securities to be issued: The Securities, for the issue of which empowers the Board of Directors, may be debentures, bonds and other fixed income securities of similar nature, both simple and, in the case of debentures and bonds, exchangeable for shares of the Company and / or convertible into shares of the Company, as well as "warrants" on newly issued shares or outstanding shares of the company. 2. Term of the Delegation: The issue of the securities may be carried out on one or on various occasions, at any time within the period between the date of the Ordinary General Meeting held on June 2012 and concluding on the day in which the next Ordinary General Meeting of Shareholders is held. 3. Maximum amount of the Delegation: The total amount of the issue or issues of securities agreed to under this delegation, both simple as well as convertible and / or exchangeable, or "warrants" included with the other outstanding issues from the Company at the time that is made use of, may not exceed the maximum limit of the amount of paid-up share capital plus the reserves appearing in the last approved balance sheet and the adjustment accounts and the revaluation of balances accepted by the Ministry of Economy and Finance, referred to in paragraph 1 of Article 405 of the Capital Corporations Act. 4. Scope of the Delegation: In exercise of the delegation of powers agreed upon here, and including, but not limited to, the Board of Directors shall determine the following for each issue: (a) The amount, always within the overall quantitative limit expressed. (b) The location of issue, domestic or foreign, and the currency and exchange rate; in the event that the issue is foreign include its equivalent in Euros. (c) The name, whether bonds or debentures, including subordinated debts, "warrants" or any other permitted by the Law. (d) The date or dates of issue, the number of securities and, where applicable, the nominal value not less than the par value of the shares. (e) (f) The interest rate, dates and procedures for payment of the coupon. In the case of "warrants" in amount and, where applicable, the method of calculation of the premium and price. 2
(g) (h) (i) (j) The nature of, perpetuity or redeemable, and with respects to the latter case the repayment period and the date of maturity. The type of reimbursement, premiums and instalments. The guarantees. The form of representation, by certificates or book entries. (k) Preferential subscription rights, where applicable, and subscription system. (l) Applicable Law. (m) Request, where appropriate, the admission to trade in official or unofficial secondary markets, organised or not, domestic or foreign, of the securities issued with the requirements required by the regulations in force in each case and, in general, any other condition of the issue. (n) Where appropriate, designate the Commissioner and approve the basic rules to govern the legal relationship between the Company and the Union of holders of the securities that are issued. 5. Basis and methods and conversion and / or exchange of debentures and bonds: In the case of the issue of convertible and / or exchangeable debentures or bonds and for the purposes of determining the basis and methods of conversion and / or exchange, the following agreed upon criteria are established: (a) The securities issued under this agreement shall be convertible into new shares of the Company and / or exchangeable for outstanding shares of the Company itself, and the Board of Directors is authorised to determine whether they are convertible and / or exchangeable, as well as to determine if they are convertible and / or exchangeable by requirement or voluntarily. If voluntarily, they shall be at the option of the holder or the issuer and with the periodicity and during the period stipulated by the issue resolution and shall not exceed ten (10) years from the date of issue. (b) The Board of Directors may also establish, in the case that the issue is convertible and exchangeable, that the issuer reserves the right to choose at any time between conversion into new shares or its exchange for outstanding shares, specifying the nature of the shares awarded at the time of conversion or exchange and may even opt to deliver a combination of newly issued shares along with existing shares. In any case, the issuer must respect the equal treatment of all holders of fixed income securities that convert and / or exchange shares on the same date. 3
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(g)<br />
(h)<br />
(i)<br />
(j)<br />
The nature of, perpetuity or redeemable, <strong>and</strong> with respects to the latter<br />
case the repayment period <strong>and</strong> the date of maturity.<br />
The type of reimbursement, premiums <strong>and</strong> instalments.<br />
The guarantees.<br />
The <strong>for</strong>m of representation, by certificates or book entries.<br />
(k) Preferential subscription rights, where applicable, <strong>and</strong> subscription<br />
system.<br />
(l)<br />
Applicable Law.<br />
(m) Request, where appropriate, the admission to trade in official or<br />
unofficial secondary markets, organised or not, domestic or <strong>for</strong>eign, of<br />
the securities issued with the requirements required by the regulations<br />
in <strong>for</strong>ce in each case <strong>and</strong>, in general, any other condition of the issue.<br />
(n) Where appropriate, designate the Commissioner <strong>and</strong> approve the<br />
basic rules to govern the legal relationship between the Company <strong>and</strong><br />
the Union of holders of the securities that are issued.<br />
5. Basis <strong>and</strong> methods <strong>and</strong> conversion <strong>and</strong> / or exchange of debentures <strong>and</strong><br />
bonds: In the case of the issue of convertible <strong>and</strong> / or exchangeable debentures<br />
or bonds <strong>and</strong> <strong>for</strong> the purposes of determining the basis <strong>and</strong> methods of<br />
conversion <strong>and</strong> / or exchange, the following agreed upon criteria are<br />
established:<br />
(a) The securities issued under this agreement shall be convertible into<br />
new shares of the Company <strong>and</strong> / or exchangeable <strong>for</strong> outst<strong>and</strong>ing<br />
shares of the Company itself, <strong>and</strong> the Board of Directors is authorised<br />
to determine whether they are convertible <strong>and</strong> / or exchangeable, as<br />
well as to determine if they are convertible <strong>and</strong> / or exchangeable by<br />
requirement or voluntarily. If voluntarily, they shall be at the option of<br />
the holder or the issuer <strong>and</strong> with the periodicity <strong>and</strong> during the period<br />
stipulated by the issue resolution <strong>and</strong> shall not exceed ten (10) years<br />
from the date of issue.<br />
(b)<br />
The Board of Directors may also establish, in the case that the issue is<br />
convertible <strong>and</strong> exchangeable, that the issuer reserves the right to<br />
choose at any time between conversion into new shares or its<br />
exchange <strong>for</strong> outst<strong>and</strong>ing shares, specifying the nature of the shares<br />
awarded at the time of conversion or exchange <strong>and</strong> may even opt to<br />
deliver a combination of newly issued shares along with existing<br />
shares. In any case, the issuer must respect the equal treatment of all<br />
holders of fixed income securities that convert <strong>and</strong> / or exchange<br />
shares on the same date.<br />
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