AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
. The preferential subscription in the issue of new shares or debentures convertible into shares. There shall be no preferential subscription rights in the cases provided for by Law, and especially when the Board of Directors issue shares to address the rights of the holders of debentures, warrants and other securities convertible into shares. c. The decision and vote at the General Meetings and the right to challenge the corporate resolutions. Each share shall entitle the shareholder to one vote. The Company may issue shares without voting rights under the conditions of the Law, and within the limits and requirements established thereby. d. The right to information. Article 9) The shares are indivisible. The joint owners of a share shall appoint one person for the exercise of the rights of the shareholder. In the cases of the usufruct and pledge of shares, this shall be subject to the provisions of the current legislation. Article 10) The issuance and transfer of shares shall meet the conditions required by the provisions in force concerning book entries. CHAPTER III. BODIES OF THE COMPANY. Article 11) The Annual General Meeting is one body of the company. It is the supreme governing body in which the Corporate Will is manifested by majority decision in matters of its competence. The Board of Directors is another body of the company which has the responsibility of managing, administrating and representing the Company and possessing the powers conferred upon it by the Law and by these Articles of Association. - A. GENERAL MEETINGS. Article 12) The shareholders constituted in a duly convened General Meeting shall decide, by a majority, on all matters pertaining to the competence of the General Meeting. All members, including dissenting members as well as those who were not present in the meeting, shall be subject to the resolutions of the General Meeting. 3
Article 13) The General Meetings may be ordinary or extraordinary and must be called by the person empowered to do so in accordance with the Law, except in the event of a Universal Board Meeting which may be held without notice, in the circumstances envisaged under Article 178 of the Capital Corporations Act. The Ordinary General Meeting will necessarily meet every year and within the six months following the end of each financial year. The Extraordinary General Meeting shall meet as agreed upon by the Board of Directors or when requested by a number of shareholders with holdings of at least 5% of the share capital, stating in the request the matters to be discussed at the Meeting. Article 14) The General Meetings, whether ordinary or extraordinary, shall be convened by notice published in the Official Gazette of the Companies Registry and in the website of the company (www.amper.es) with at least one month prior to the date established for the meeting, and expressing the date, if appropriate, the Board shall meet on second call. The notice shall specify all matters to be discussed. There should be a period of at least 24 hours between the first and second meeting. The shareholders representing at least five percent of the share capital may request the publication of a supplement to the notice of the General Meeting of Shareholders, including one or more items to the agenda. The exercise of this right must be carried out via official notification which should be received at the registered office within five days of the publication of the notice. The supplement to the notice should be published at least fifteen days prior to the date set for the meeting of the Board. Article 15) The ordinary or extraordinary General Meeting shall be validly constituted on first call when the shareholders present, or shareholders represented, hold at least 25% of the subscribed capital with voting rights. On second call, the General Meeting shall be validly constituted whatever the percentage of the subscribed capital with voting rights in attendance. Notwithstanding the provisions of the preceding paragraph, for the ordinary or extraordinary General Meeting to validly agree on the issue of debentures, the increase or decrease of capital, the elimination or limitation of the right of first refusal on new shares, the conversion, merger, division and the general assignment of assets and liabilities, the voluntary dissolution of the company and 4
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. The preferential subscription in the issue of new shares or<br />
debentures convertible into shares.<br />
There shall be no preferential subscription rights in the<br />
cases provided <strong>for</strong> by Law, <strong>and</strong> especially when the Board<br />
of Directors issue shares to address the rights of the<br />
holders of debentures, warrants <strong>and</strong> other securities<br />
convertible into shares.<br />
c. The decision <strong>and</strong> vote at the General Meetings <strong>and</strong> the<br />
right to challenge the corporate resolutions. Each share<br />
shall entitle the shareholder to one vote. The Company<br />
may issue shares without voting rights under the conditions<br />
of the Law, <strong>and</strong> within the limits <strong>and</strong> requirements<br />
established thereby.<br />
d. The right to in<strong>for</strong>mation.<br />
Article 9)<br />
The shares are indivisible. The joint owners of a share shall<br />
appoint one person <strong>for</strong> the exercise of the rights of the<br />
shareholder. In the cases of the usufruct <strong>and</strong> pledge of shares,<br />
this shall be subject to the provisions of the current legislation.<br />
Article 10)<br />
The issuance <strong>and</strong> transfer of shares shall meet the conditions<br />
required by the provisions in <strong>for</strong>ce concerning book entries.<br />
CHAPTER III. BODIES OF THE COMPANY.<br />
Article 11)<br />
The Annual General Meeting is one body of the company. It is the<br />
supreme governing body in which the Corporate Will is manifested<br />
by majority decision in matters of its competence. The Board of<br />
Directors is another body of the company which has the<br />
responsibility of managing, administrating <strong>and</strong> representing the<br />
Company <strong>and</strong> possessing the powers conferred upon it by the<br />
Law <strong>and</strong> by these Articles of Association.<br />
- A. GENERAL MEETINGS.<br />
Article 12)<br />
The shareholders constituted in a duly convened General Meeting<br />
shall decide, by a majority, on all matters pertaining to the<br />
competence of the General Meeting.<br />
All members, including dissenting members as well as those who<br />
were not present in the meeting, shall be subject to the resolutions<br />
of the General Meeting.<br />
3