AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

Process whereby the compensation of the members of the Board of Directors as well as the
relevant clauses of the articles of association are decided
ARTICLES OF ASSOCIATION. Article 24 of the Articles of Association: The compensation payable to the
Members of the Board will consist of a monthly fixed sum and allowances for attendance of the meetings
of the Board of Directors and its Committees. The amount payable by the Company to its Directors as both
fixed compensation and allowances shall be that set for this purpose by the General Shareholders’
Meeting. These sums shall remain in force until a modification to these is agreed. The setting of the exact
amount payable within these limits and its distribution between the various Board Members shall be
decided upon by the Board of Directors. Furthermore and independently from the aforementioned
compensation, it is provided to set compensation schemes with a shares listing reference basis or those
causing the issuance of shares or call options for the Directors. The implementation of these
compensation schemes shall be agreed by the General Shareholders’ Meeting which shall establish the
share values to be taken as reference, the number of shares to be delivered to each Director, the strike
price of the call options, the period for this compensation system and any other appropriate conditions.
The compensation provided in this Section shall be compatible with and independent from the wage,
compensations, pensions or any other type of compensation of a general or specific nature established in
each contract, those established for Board of Directors members having an employment relationship with
the Company, both of ordinary or of a special nature as top-managers, or as renders of other types of
services subject to the fact that these amounts shall be registered in the Annual Report as provided in
Section 200,12 of the Spanish Limited Companies Act and other applicable provisions.
REGULATIONS OF THE BOARD OF DIRECTORS. On the advice of the Appointments Committee, the
Board of Directors will endeavour that the variable remuneration is in consonance with the professional
work of the beneficiaries and does not simply derive from the general evolution of the markets or the
business sector of the Company. It will also endeavour that the remuneration related to earnings take into
account the possible exceptions in the external Audit Report and that the remuneration of the external
Directors is adapted to the remuneration of the commitment, qualifications and responsibilities which the
post demands, and does not involve such a large amount that it might compromise their independence, in
the case of independent Directors.
Specify whether the approval of the following decisions has been reserved for a plenary meeting of the
Board of Directors:
On the proposal of the Managing Director of the Company, the appointment and
possible release of the top management posts, as well as their compensation clauses
The remuneration of the Directors, and, in the case of the executive Directors, the
additional remuneration for their executive functions and the other conditions which
must be respected in their contracts
YES
YES
B.1.15 Specify Whether The Board of Directors approves a detailed remuneration policy and detail the
issues on which it decides:
YES
The amount of the fixed items, with a possible breakdown of expenses due to
participation in the board and its Commitees and an estimation of the annual fixed
remuneration these might give rise to
Remuneration items of a variable nature
YES
YES