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

The Audit and Control Committee will devote one of its sessions to evaluating the efficiency of, and compliance
with, the company’s rules of governance.
PROCEDURE FOR THE DISMISSAL OF DIRECTORS
In the cases foreseen by law as well as in the Article 15 of the Board of Directors Regulation.
Article 15. Dismissal of Directors
1. Directors will be dismissed when the period they have been designated for has expired or when the General
Meeting agrees their dismissal.
2. The Board of Directors will request the Directors to submit their resignation, through their Chairman, in these
cases:
a. When the reasons for which they were appointed no longer obtain;
b. When they are affected by a case of incompatibility or prohibition laid down by the law, the Articles of
Association, this Regulation or other applicable rules.
c. When they are seriously reprimanded by the Audit and Control Committee for having failed to comply with one of
their obligations as a Director.
d. When their remaining on the Board could jeopardize the interests of the company.
3. The Board of Directors will not propose the resignation of any Independent Member before compliance with the
statutory period he has been designated for unless there is a just reason, appreciated by the Board of Directors
with the previous report of the Appointments and Remunerations Commitee.
The resignation of Independent Directors shall also be proposed as a result of tender offers, mergers and other
similar corporate operations which entail a change in the capital structure of the Company.
4. When a Director is dismissed before the period he has been designated for has expired, he must explain the
reasons for his resignation through a letter sent to the other members of the Board. The Company will include the
reasons giving rise to the dismissal of the Director before the expiration of his mandate.
B.1.20 Specify the circumstances under which Directors are obliged to resign.
In the cases foreseen by Article 15.2 of the Board of Directors Regulation.
B.1.21 Explain whether the function of Managing Director is held by the Chairman of the Board. Where
appropriate, specify the measures taken to limit the risk of cumulating powers in one person:
NO