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

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Likewise, in its session of 25 May 2011 the Board of Directors agreed to modify articles 10.1, 25.2 <strong>and</strong> 36.3 to bring<br />

them into line with legislative changes.<br />

Twelfth<br />

To delegate to the Board of Directors the powers necessary to request from the Stock Exchange Governing Body<br />

(Sociedad Rectora de las Bolsas de Valores) <strong>and</strong> the Spanish Securities <strong>and</strong> Exchange Comission (Comisión<br />

Nacional del Mercado de Valores) the admission of the new shares, securities <strong>and</strong> other titles that may be issued,<br />

if applicable, to official quotation on the Stock Exchange by virtue of the authorisation given to the Board of<br />

Directors. The Board will draft the in<strong>for</strong>mative leaflets <strong>and</strong> comply with the legal <strong>and</strong> regulatory procedures, <strong>and</strong><br />

adopt necessary agreements <strong>for</strong> the Company’s shares, securities <strong>and</strong> other titles in circulation to remain quoted.<br />

This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which<br />

represent 100% of the share capital present at the General Shareholders’ Meeting.<br />

Thirteenth<br />

To delegate to the Board of Directors, with express powers of substitution, the widest powers which in law are<br />

necessary <strong>for</strong> it to proceed to set, complete, develop <strong>and</strong> modify the agreements adopted by this General<br />

Shareholders’ Meeting. The Board will carry out whatever administrative procedures are necessary be<strong>for</strong>e the body<br />

responsible <strong>for</strong> the registration of account entries, the Ministry <strong>for</strong> the Economy <strong>and</strong> Finance, the Spanish<br />

Securities <strong>and</strong> Exchange Comission <strong>and</strong> any other public or private bodies. It will also draw up <strong>and</strong> publish the<br />

announcements required by law. In addition it will be given powers <strong>for</strong> compliance with as many legal requirements<br />

as necessary to complete this work satisfactorily. It will be able to complete <strong>and</strong> correct omissions or defects in<br />

these agreements. It will also have the power to authorise as many public or private documents considered<br />

necessary to adapt these to the verbal or written requirements <strong>for</strong> the Companies Registrar <strong>and</strong> any authority or<br />

institution responsible, carrying out as may acts as are necessary to complete this satisfactorily <strong>and</strong>, in particular,<br />

to achieve the registration in the Companies Register of those agreements that can be registered.<br />

This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which<br />

represent 100% of the share capital present at the General Shareholders’ Meeting.<br />

E.9 Specify whether there is any limitation in the Articles of Association establishing any number of<br />

shares required to attend the General Shareholders’ Meeting.<br />

NO<br />

Number of shares required to attend the General Shareholders Meeting<br />

E.10 Specify <strong>and</strong> justify the policies followed by the Company with respect to proxy-voting at the<br />

General Shareholders’ Meeting.<br />

As a<strong>for</strong>ementioned, any shareholder with attendance right may be represented in the Meeting by any other<br />

person, shareholder or not, complying with all legal requirements <strong>and</strong> procedures. Such representation must<br />

be granted by written <strong>and</strong> specially <strong>for</strong> each Meeting.<br />

The representation is revocable. Attendance in person at the Meeting by the principal shall constitute the<br />

revocation of the representation granted.

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