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

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Specify the measures adopted
The Articles of Association and the General Shareholders’ Meeting Regulations establish the way General
Shareholders’ Meeting must take place. The General Shareholders’ Meeting will be hold when agreed by
the Board of Directors, or upon request of a number of shareholders holding at least 5% of the share
capital, indicating in the application the issues to be discussed in the Meeting. Shareholders representing at
least 5% of the share capital may request the publication of a complement of the General Shareholder’s
Meeting adding one or more questions to the agenda. Any shareholder with right to vote may be
represented in the General Shareholders’ Meeting by any other person, shareholder or not, complying with
all legal requirements and formalities. Such representation must be granted by written and specially for
each Meeting.
Shareholders with assistance right may exercise their voting right: a) By attending, personally or by
representation, to the General Shareholders’ Meeting. b) By correspondence. Meetings will be chaired by
the Chairman of the Board, and the Secretary of the Board will act as the Secretary of the Meeting.
Shareholders, in compliance with Article 272 of the Companies Act (LSA) and other applicable provisions,
may examine at the head office (calle Marconi 3, Parque Tecnológico de Madrid, 28760 Tres Cantos) and
request the immediate and free-cost delivery or shipment, as of the publication date of notice of the
meeting, of the documents subject to approval of the Meeting mentioned in the notice.
Shareholders will have at their service all the information and documentation of the General Shareholders’
Meeting at the company’s web site, www.amper.es.
In accordance to the provisions of Article 197.1 of the LSA and article 18 of the General Shareholders’
Meeting, shareholders may request the Board of Administrators, up to the seventh day previous to the day
foreseen to held the Meeting, all the information or explanations they deem necessary, or ask by written the
questions they consider relevant about the issues in the agenda. Furthermore, they may request all
information or explanations or ask the questions they deem relevant about the information available to the
public that the company might have provided to the National Committee of the Stock Exchange (Comisión
Nacional del Mercado de Valores) since the last General Shareholders’ Meeting.
The Chairman will guide the debate and interventions by shareholders in order to ensure that the session
proceeds in an orderly way and is of reasonable duration. He will close debates when he feels the subject
has been discussed sufficiently, call for a vote and resolve any doubts arising regarding the agenda. In a
general way he will have whatever powers are needed for the session to proceed correctly. He may call
order or challenge shareholders who express themselves in offensive terms regarding either persons or
institutions, use inappropriate language or wander off the point motivating their intervention. He may also
limit the time shareholders are allowed to speak. Throughout the session he will be at shareholders’
disposal in a visible position at a table where shareholders can put down their names for a turn to speak.
Shareholders can also register to speak in advance of the session. The Chairman will decide if
shareholders’ are to be given the chance to speak at the end of the discussion of each point, or when all of
them, or a list of points, have been debated. Shareholders speaking during the meeting may request that
their contribution to the discussion, as transcribed from the tape recording of the session, be entered in the
minutes. Shareholders may also request that the transcription of their contribution to the discussion be sent
to their home address.
Each of the points on the agenda will be voted on separately. Resolutions will be adopted by a majority of
shareholdings present or represented at the meeting. Each share entitles its holder to one vote.
From 2007, the Board of Directors has requested the attendance of a Notary to the General Meeting so as
to take the minutes of the meeting.