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

Beneficiaries: The Managing Director and any Group employees designated by the same during the second half
of 2011, following a positive report by the Appointments and Remuneration Committee regarding the selection
criteria for the same and the way the shares will be distributed among them.
Maximum number of Amper, S.A. shares included in the Scheme: up to a maximum of 408,000 shares, which
represent 1.38% of the total share capital. The Managing Director would be entitled to a maximum 80,000 of
these shares.
Term: The Scheme shall come into effect in 2011 and ends on 31 December 2015. Instalments shall be as
follows: during the second half of 2011 the options shall be assigned among the Beneficiaries. These options can
be exercised from 1 July 2014, provided that the Conditions for Exercising the Options are in place.
Exercise Term: 18 months, from 1 July 2014 to 31 December 2015.
Conditions for Exercising the Options: The options can be exercised subject to compliance with the following
conditions: (i) that the Total Shareholder Return (TSR) target linked to the Ibex or small caps index is reached, as
established by the Board of Directors, following a positive report by the Appointments and Remuneration
Committee, during the second half of 2011 and (ii) that the accumulated EBITDA target is reached for 2011, 2012
and 2013 in the amount established by the Board of Directors, following a positive report by the Appointments
and Remuneration Committee, during the second half of 2011.
Exercise Price: Once the options have been allocated, the managers shall be entitled to buy those corresponding
to them at a price that is equal to the average cost of the Amper Treasury Stock, taking into account the average
Amper share value during the month of June 2011.
Coverage: 408,000 Amper, S.A. treasury stock shares have been allocated for this purpose. Notwithstanding this,
Amper, S.A. may also in future be covered by other financial instruments.
To enable the Board of Directors to develop, formalize, execute and settle the Scheme, entering into any
agreements and signing any documents that might be required for the Scheme to be fully effective, being able to
correct, rectify, modify or complement this agreement.
This agreement was approved with the vote in favour of shareholders who are owners of 18,481,787 shares,
which represent 99.99% of the share capital present at the General Shareholders’ Meeting, with 2,467 shares
voting against the motion, which represent 0.01 % of the share capital present at the General Shareholders’
Meeting.
Ninth
9.1. To ratify any acquisitions made up to the date of this General Meeting within the limits allowed by law.
9.2. To render void the unused part of the authorisation granted by the General Meeting on 23 June 2010.
9.3. To authorise the Board of Directors, pursuant to article 146 of the Capital Companies Act, to carry out the
derivative acquisition of the Company’s Treasury Stock, under the following conditions: