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

voting against the motion, which represent 0.03 % of the share capital present at the General Shareholders’
Meeting.
Fourth
To modify articles 6, 13, 14, 15, 20, 24 and 26 of the Articles of Association of AMPER, S. A. to bring them into
line with legislative changes. The Articles of Association new text can be read on the company website.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Fifth
To modify articles 2, 5, 6, 12, 13, 24, 27 and 28 of the Regulations of Shareholders’ Meetings to bring them into
line with legislative changes. The new text of the Regulations of Shareholders’ Meetings can be read on the
company website.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Sixth
To put to consultative vote the report on the Compensation Policy made available to the shareholders.
This agreement was approved with the vote in favour of shareholders who are owners of 18,459,639 shares,
representatives of 99.87% of the capital attending the Board, with the negative vote of 24,615 shares,
representatives of 0.13% of the capital attending the Board.
Seventh
To appoint KPMG Auditores S.L, a company registered under number S0702 in the Official Registry of Account
Auditors of the Institute of Accounting and Account Auditing, which has its registered address in Madrid, at Paseo
de la Castellana, no. 95, and which is registered in the Commercial Registry of Madrid in Volume 11.961, Sheet
M-188.007, and is the holder of Company Tax No. (CIF) B-78510153, as Account Auditors of Amper, S.A. and
its Consolidated Corporate Group, for a three-year period, to audit the corresponding accounts for the 2011, 2012
and 2013 fiscal years, pursuant to what is established in article 263 of the Capital Companies Act.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Eight
To agree on a Stock Option Scheme in favour of the company’s management team under the terms and
conditions and with the features stated in the document provided to the shareholders on the company website,
the main aspects of which are the following:
Description: The Scheme consists of the promise to provide the Beneficiaries with the option to buy shares in
Amper S.A. (the company being thereby obligated to sell), on a certain date and under the basic conditions
mentioned below. The Scheme shall be settled against the delivery of shares by the Company. Cash settlements
are not allowed.