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

Indicate and, if appropriate, explain whether rules have been established that enable an independent
board member to: request the Board to be convened; new points to be included on the agenda;
coordinate and reflect the concerns of the external directors, and to influence the Board of Director’s
evaluation.
YES
Explanation of the Regulations
Pursuant to article 20 of the Regulations of the Board of Directors, any Director can propose points to be
dealt with at the Board meeting and can seek the inclusion of additional points in the agenda of the meetings
convened. In addition, article 29 of the Regulations sets out that any Director can request the convening of
an extraordinary meeting of the Board or the inclusion of points in the agenda of the first meeting to be held
when, in his opinion, this is in the interest of the Company.
According to the provisions of the article 20 of the Regulations of the Board of Directors, the Chairman shall
necessarily convene a meeting of the Board when at least three Directors have requested so and specified
the topics to be discussed.
B.1.22 Is requested a reinforced majority, other than those which are legal, for any type of decision
Specify how the agreements of the Board of Directors are adopted, specifying, at least, the minimum
quorum and the type of majority necessary to adopt the agreements:
NO
Description of the agreement:
All types of agreements
Quorum %
Attendance of half plus one of the Directors (present or by proxy) 60.00
Type of majority %
Affirmative vote of the absolute majority of the directors who attend the meeting, except in the
cases in which the law requires a higher majority.
60.00
B.1.23 Explain whether there are specific requisites other than those concerning the Directors in order to
be appointed Chairman.
NO
B.1.24 Specify whether the Chairman has a casting vote: