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

Not applicable
3. Although Commercial Law does not so expressly require, operations which involve a structural
modification of the company, specifically the following modifications, must be submitted to the General
Shareholders Meeting of Shareholders for approval:
a) The transformation of listed companies into holding companies, by means of "affiliation" or the
incorporation into affiliate entities of essential activities undertaken until that moment by the company
itself, even when the company maintains full control of the affiliates;
b) The acquisition or transfer of essential working assets, when this involves the effective
modification of the corporate purpose;
c) Operations whose effect is equivalent to the liquidation of the company.
Complies
4. The proposals listed which are included in the resolutions to be adopted by the General Meeting,
including the information referred to in Recommendation 28, must be made public at the moment of
publication of the announcement of the calling of the Meeting.
Complies
5. Those matters which are substantially independent should be voted upon separately in the General
Meeting, so that shareholders can separately exercise their voting preferences. Said rule should
particularly apply to the following:
a) To the appointment or ratification of directors, which must be voted upon case by case;
b) In the event of amendment of the Articles of Association, the rule must be applied to each article
or group of articles which are substantially independent.
See caption: E.8.
Complies
6. The companies must allow splitting of the vote so that financial intermediaries who appear as
legitimate shareholders, but act on behalf of different clients, can cast their votes in accordance with the
instructions of these.
See caption: E.4
Complies
7. The Board of Directors must perform its functions with a unitary purpose and with independent
criteria, giving equal treatment to all shareholders, and said board must act in accordance with the
interest of the company, understood as acting in such a way as to continuously maximize the
company's financial value.
It must likewise ensure that the company acts in accordance with the law and with regulations in its
dealings with stakeholders, that it fulfils its obligations and contracts in good faith, respects uses and
good practices in the sectors and regions in which it engages in its activity, and observes those
additional principles with regard to social responsibility, which it has voluntarily accepted.