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

APPENDIX TO THE ANNUAL CORPORATE GOVERNANCE REPORT FOR AMPER, S.A.,
FISCAL YEAR 2011
The Sustainable Economy Act, 2/2011, has modified the existing legal framework, incorporating
new obligations in terms of information on listed corporations. Specifically, the Sustainable
Economy Act modified the Securities Exchange Act 24/1988, dated 28 July, introducing a new
chapter, Chapter VI, entitled "On the Annual Corporate Governance Report”. This Chapter VI
contains the new article 61 bis, which regulates the content of the Annual Corporate
Governance Report and which repeals and amends the content of articles 116 of the Stock
Market Act as regards the annual corporate governance report and article 116 bis, which
established the obligation to include additional information in the Management Report. Likewise,
it requires the Annual Corporate Governance Report to include a description of the main
features of the internal control and risk management systems as regards the process of issuing
financial information.
The template and form used to draft the Annual Corporate Governance Report for the 2011
fiscal year were the current versions established in Circular 4/2007, dated 27 December, of the
Securities and Exchange Commission. However this appendix was used to incorporate the
contents of the Sustainable Economy Act as regards corporate governance that were not
included in the current template and form.
This Appendix includes the following information required by the new article 61 bis of the Stock
Market Act:
1) Stocks that are not negotiated on a regulated EU market, stating, where applicable, the
different types of shares involved and, for each type, the rights and obligations taken on.
All of the shares issued by Amper, S.A. are negotiated on a regulated EU stock market.
2) Restrictions on the transferability of shares and the right to vote.
All of the shares issued by Amper, S.A. are freely transferable.
There are no restrictions on the right to vote mentioned in the Articles of Association.
3) Rules that apply to the modification of the Articles of Association.
Those rules provided by the Capital Companies Act are applied.
In order for the General Shareholders’ Meeting to be able to modify the Articles of Association it
will have to be attended, at first calling, by shareholders, present or represented, who hold at
least 50% of the share capital with a right to vote. On a second calling it will be sufficient for just
25% of the share capital to be present or represented. When shareholders who together hold
less than 50% of the subscribed share capital with a right to vote are in attendance any
agreement reached will only be valid if it receives the vote in favour of two thirds of the share
capital present or represented at the Meeting.