AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
developing and specifying, based on the criteria described above, the basis and methods of conversion specifically applicable to the said issue. This report will be accompanied by the corresponding report of the accounts auditors referred to in Article 414 of the Capital Corporations Act. Those reports shall be made available to the shareholders and, where appropriate, to the holders of convertible and / or exchangeable fixed income securities and / or of "warrants," and shall be reported in the first General Meeting held after the resolution of issue. 7. Other powers delegated to the Board of Directors: In any case, the powers of delegation to issue convertible and / or exchangeable debentures or bonds, as well as "warrants," shall include, but not limited to, the following powers: (a) The power to increase capital by the amount necessary to meet the requests for conversion of convertible securities or for the exercise of "warrants" on newly issued shares. This power may only be exercised to the extent that the Board of Directors, including the increase of capital that is carried out to address the issue of debentures or convertible bonds or for the exercise of "warrants" on newly issued shares, and other increases of capital that has been agreed upon under the authorisations granted by the Board, does not exceed the limit of half of the amount of share capital provided for in Article 297.1.b) of the Capital Corporations Act. This authorisation to increase capital includes the authorisation to issue and put into circulation in one or on various occasions, the shares representing the same which may be necessary to carry out the conversion or exercise, as well as to amend the article of the Articles of Association regarding the amount of capital and, where appropriate, cancel the part of this increase in capital which has not been necessary for the conversion into shares or the exercise of the "warrants". (b) The power to exclude, under the provisions set out in Article 506 of the Capital Corporations Act, the preferential subscription right of the shareholders or holders of convertible and / or exchangeable debentures or bonds and "warrants," when it is in the bests corporate interests of the company. In any case, if the Board of Directors decides to eliminate the preferential subscription rights in connection with a specific issue of convertible debentures or bonds or "warrants" on newly issued shares which it may be eventually decide to carry out under this authorisation, the Board of Directors shall issue a report, at the moment of approval of the issue resolution, detailing the specific reasons of corporate interests justifying such a measure, which will be subject to the corresponding report of the Accounts Auditor referred to in Article 506 of the Capital Corporations Act. These reports will be made available to the shareholders and to the holders of convertible debentures or 6
onds and shall be reported in the first General Meeting held after the resolution of issue. (c) The power to develop and specify the basis and methods of the conversion and / or exchange and / or exercise of the "warrants," taking into account the abovementioned criteria. 8. Information for the shareholders: The Board of Directors, in the successive General Meetings held by the company, shall inform the shareholders of the use, where applicable, of the delegation of powers enforced thus far and referred to in this resolution. 9. Price of the Securities: The Company will request the admission to trade in official or unofficial secondary markets, organised or not, domestic or foreign, of the debentures, bonds and other securities which are issued in virtue of this delegation, empowering the Board of Directors to carry out the procedures and actions required for the admission to trade before the competent authorities of the various domestic or foreign stock markets. The Board of Directors proposes to rescind the authorisation granted for the exercise of this power in the General Meeting of Shareholders held on 19 June 2008. For the purposes set out in Article 27 of the Regulations governing the Stock Exchanges, it is expressly stated that in the event that the exclusion of the listing of securities issued pursuant to this delegation is subsequently requested, it shall be adopted with the same formalities referred to in the aforementioned Article and, in such a case, the interests of the shareholders or bondholders who oppose the resolution or do not vote for the resolution shall be ensured, thus fulfilling the requirements of the Capital Corporations Act and the related provisions, all in accordance with the provisions set out in the aforementioned Regulations governing the Stock Exchanges, in the Securities Market Act and the implementing provisions. In Madrid on 21 May 2012 The Board of Directors 7
- 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 and 234: The shareholders representing at le
- Page 235 and 236: The Board of Directors shall meet w
- 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: exchangeable fixed income securitie
- 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
- Page 285 and 286: ACTIVITY REPORT OF THE AUDIT AND CO
- Page 287 and 288: ACTIVITY REPORT OF THE AUDIT AND CO
- Page 289 and 290: ACTIVITY REPORT OF THE AUDIT AND CO
- Page 291 and 292: ACTIVITY REPORT OF THE AUDIT AND CO
- Page 293 and 294: ACTIVITY REPORT OF THE AUDIT AND CO
- Page 295 and 296: Was appointed Board Member on 25 Ja
- Page 297 and 298: Changes produced in the Audit and C
- Page 299 and 300: It also involves the acquisition, o
- Page 301 and 302: Information and Consultations The d
- Page 303: AMPER GROUP INNOVATION COMMITTEE fr
onds <strong>and</strong> shall be reported in the first General Meeting held after the<br />
resolution of issue.<br />
(c) The power to develop <strong>and</strong> specify the basis <strong>and</strong> methods of the<br />
conversion <strong>and</strong> / or exchange <strong>and</strong> / or exercise of the "warrants,"<br />
taking into account the abovementioned criteria.<br />
8. In<strong>for</strong>mation <strong>for</strong> the shareholders: The Board of Directors, in the successive<br />
General Meetings held by the company, shall in<strong>for</strong>m the shareholders of the<br />
use, where applicable, of the delegation of powers en<strong>for</strong>ced thus far <strong>and</strong><br />
referred to in this resolution.<br />
9. Price of the Securities: The Company will request the admission to trade in<br />
official or unofficial secondary markets, organised or not, domestic or <strong>for</strong>eign, of<br />
the debentures, bonds <strong>and</strong> other securities which are issued in virtue of this<br />
delegation, empowering the Board of Directors to carry out the procedures <strong>and</strong><br />
actions required <strong>for</strong> the admission to trade be<strong>for</strong>e the competent authorities of<br />
the various domestic or <strong>for</strong>eign stock markets.<br />
The Board of Directors proposes to rescind the authorisation granted <strong>for</strong> the exercise of<br />
this power in the General Meeting of Shareholders held on 19 June 2008.<br />
For the purposes set out in Article 27 of the Regulations governing the Stock<br />
Exchanges, it is expressly stated that in the event that the exclusion of the listing of<br />
securities issued pursuant to this delegation is subsequently requested, it shall be<br />
adopted with the same <strong>for</strong>malities referred to in the a<strong>for</strong>ementioned Article <strong>and</strong>, in such<br />
a case, the interests of the shareholders or bondholders who oppose the resolution or<br />
do not vote <strong>for</strong> the resolution shall be ensured, thus fulfilling the requirements of the<br />
Capital Corporations Act <strong>and</strong> the related provisions, all in accordance with the<br />
provisions set out in the a<strong>for</strong>ementioned Regulations governing the Stock Exchanges,<br />
in the Securities Market Act <strong>and</strong> the implementing provisions.<br />
In Madrid on 21 May 2012<br />
The Board of Directors<br />
7
Change language