Ordinary General Shareholders' Meeting - Amper

Ordinary General Shareholders’ Meeting
The Board of Directors resolved to call an Ordinary General
Shareholders' Meeting to be held at the "Centro de Encuentros
del Parque Tecnológico de Madrid”, Calle Isaac Newton, 2,
28760 Tres Cantos (Madrid) on June 8, 2009 at 12:00 pm at first
call and, at second call, on June 9, 2009 at 12:00 pm, at the same
address, with the following
Agenda
1. Examination and approval, if appropriate, of the Annual Accounts
and Management Report of AMPER S.A. and of its
Consolidated Group of Companies, all with respect to the
financial year ended 31 December 2008.
2. Allocation of earnings and the distribution of dividends for
the financial year ended 31 December 2008.
3. Establishment of the number of Board members, if applicable.
Appointment and reelection of Directors.
4. Report on the remuneration policy of the Board of Directors
corresponding to financial year 2008.
5. Reappointment of the Account Auditors for AMPER, S.A.
and for the Consolidated Group for financial year 2009.
6. Approval of a medium and/or long term Incentive Plan for
the management team of the Amper Group, consisting of
payment in shares and/or stock options on the company.
7. Authorization for the derivative acquisition or disposal of
treasury stock, either directly or through Group companies,
in accordance with the provisions of Article 75 of the
Spanish Companies Act.
8. Information provided to the General Shareholders’ Meeting
on the amendments to the Regulations of the Board of
Directors.
9. Delegation of powers to the Board of Directors regarding
the trading of securities issued by the Company.
10. Delegation of powers to implement, interpret, execute,
rectify and formalize the agreements adopted by the General
Shareholders’ Meeting.
The Right to include new Items of the agenda
Pursuant to the provisions of Article 97.3 of the Spanish Companies
Act, shareholders representing at least five percent of
the share capital may request publication of a supplement notice
containing one or more items to be included on the agenda
of the General Meeting.
Due notification of the request must be sent to the Secretary
of the Board of Directors of Amper, S.A., at the registered address
(calle Marconi, 3, Parque Tecnológico de Madrid, 28760
Tres Cantos-Madrid) within five days following publication of
the announcement of the meeting.
The items the shareholder would like to have included on the
agenda for the meeting should be clearly and expressly stated in
writing, along with the personal details of the individual making
the request. Shareholder status must be accredited and, if applicable,
authority to act on behalf of the shareholder.
The supplement to the notice of the meeting must be published
at least fifteen days prior to the date set for holding the General
Meeting at first call.
The Right to attend General Meetings
Pursuant to the Corporate Bylaws and the Regulations governing
General Meetings, all shareholders will be entitled to attend General
Meetings if, at least five days before the date of the Meeting
at first call, their shares have been registered in the corresponding
accounting register and this is accredited by a proper admissions
card or certificate issued by a participating Institution of the
Spanish Central Securities Depositary for the Register of Securities
and the Clearing and Settlement of Trades (IBERCLEAR)
The Right to appoint a Proxy
All shareholders entitled to attend General Meetings may delegate
their representation upon another person, who need not
be a shareholder, complying with the provisions and formalities
required by Law. Proxies must be granted in writing and are issued
specifically for each General Meeting.
Proxies are revocable. Attendance at the Meeting will constitute
the revocation of a proxy.
Amper Annual Report 08
Economic and Financial Information
144

Documents containing proxies or delegations of power for the
General Meeting, including those that grant a proxy to a member
of the Board of Directors, should contain the voting instructions
for each item on the agenda. If no instructions are given,
the proxy will vote in favor of the proposals and agreements set
forth by the Board of Directors.
If the proxy form does not name a specific person on whom the
shareholder confers the power of representation, this will be
deemed to have been granted to the Chairman of the Board of
Directors of the Company or, as the case may be, to the person
acting in the place of the Chairman at the General Meeting .
The Right to Vote
Shareholders entitled to attend meetings may exercise their
right to vote as follows:
a) By attending the General Meeting in person or by granting
a proxy.
b) By postal mail.
To vote by mail, shareholders must send the admission card, in
a closed envelope, to the registered address (Calle Marconi, 3
Parque Tecnológico de Madrid, 28760 Tres Cantos-Madrid).
The admission card must clearly state the personal details of the
shareholder, the number of shares held and the voting instructions
for each item on the agenda.
In order for mail votes to be valid, they must be received at the
registered address within ten days following the date of the notice
of the General Meeting.
Votes may only be cancelled in the following cases:
a) Subsequent express revocation by the same means used to
cast them, within the period of time established for doing
so.
b) Attendance at the Meeting by the shareholder issuing the
vote.
c) Sale of the shares which entitle the votes, known to the
Company at least five days prior to the date scheduled for
holding the General Meeting
The Right to Information
Pursuant to the provisions of Articles 112 and 212 of the Spanish
Companies Act and other applicable regulations, shareholders
have the right to examine and obtain the following
documents at the company’s registered address (calle Marconi,
3, Parque Tecnológico de Madrid, 28760 Tres Cantos-Madrid)
and to request to receive them free of charge as of the date of
publication of the announcement of the General Meeting:
a) The complete text of the resolutions that the Board of Directors
intends to propose to the General Meeting regarding
the items on the agenda.
b) The Comprehensive Annual Financial Reports for the following
documents:
• Individual Financial Statements and Management
Report for financial year 2008, along with the corresponding
audit report of Amper, S.A. The Management
Report will include the items stipulated in Article 116
bis of the Spanish Securities and Exchange Law.
• Consolidated Financial Statements and Management
Report for financial year 2008, along with the corresponding
audit report of Amper.
• Liability statement of the Board of Directors.
c) Annual Corporate Governance Report of Amper, S.A., corresponding
to financial year 2008.
d) Professional profile and biography of the Directors of the
Board whose appointment or reelection is to be proposed
to the General Meeting.
e) Report on the remuneration policy of the Board of Directors
corresponding to financial year 2008.
f) Reports prepared by managers needed to adopt resolutions
contained in the agenda that require such information.
g) Complete text of the Regulations of the Board of
Directors.
h) Annual Report of the Audit and Control Committee on the
duties and activities carried out during financial year 2008.
i) Annual Report of the Appointments and Remuneration
Committee on the duties and activities carried out in financial
year 2008.
All information and documents pertaining to the General Meeting
will be available to Shareholders on the Company’s Website:
www.amper.es.
In accordance with the provisions of Article 112.1 of the Spanish
Companies Act and Article 18 of the Regulations governing
General Meetings, up until the seventh day prior to the date of
the General Meeting, shareholders have the right to request any
information or explanations they consider necessary, or to present
in writing any questions they deem appropriate with regard
to the items on the agenda. Likewise, they may also request any
information or explanations, or ask any questions they deem
appropriate with regard to public information that the Company
has made available to the Spanish National Securities and
Exchange Commission since 19 June 2008, the date of the last
General Meeting.
Any other information related to the General Meeting that is
not expressly stated in this announcement can be consulted in
the Regulations governing General Meetings available on the
Company's website.
Amper Annual Report 08
Economic and Financial Information
145

Legal Advisor
Pursuant to the provisions of Decree 2288/1977 of 5 August, it
is noted that the Legal Advisor of the Company has advised the
Board of Directors as to the legitimacy of the resolution to call
this General Meeting.
Notarial intervention at the General Shareholders’
Meeting
The Board of Directors has decided to request the presence of a
Notary Public to take the minutes of the General Shareholders’
Meeting, in accordance with the provisions of Article 114 of the
Spanish Companies Act in relation to Articles 101 and 103 of
the Regulations of the Commercial Registry.
Scheduled Meeting Date
The General Meeting is scheduled to be held at second call on
9 June 2009 at 12:00 pm.
Tres Cantos (Madrid) on 29 April 2009.
Ms. Mónica Martín de Vidales Godino
Secretary of the Board of Directors
Amper Annual Report 08
Economic and Financial Information
146