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

4) Any major agreements entered into by the Company and that come into force, are
amended or conclude in the event that the Company comes under new control as a
result of a public offer to acquire the same and the effects of such agreements.
The two major agreements are:
• "Shareholders Agreement" dated 9 January 1993, signed by Amper, S.A. and Thomson-
CSF (currently Thales France), covering both companies’ stake in Amper Programas de
Electrónica y Comunicaciones, S.A. Pursuant to the "Shareholders Agreement" it is
considered that Amper, S.A. has “come under new control” if (i) there is a change in at least
25% of the share capital of Amper, S.A. and if (ii) the Telefónica Group and the SEPI (State
Industrial Holding Company) have a right to appoint more than half of the directors of
Amper, S.A.
If the Company “comes under new control”, Thales will have the right to buy the totality of
the shares owned by Amper, S.A. in Amper Programas de Electrónica y Comunicaciones,
S.A. at a price to be agreed by the parties, or failing that, at by the price set by an
independent auditor taking the book value of Amper Programas de Electrónica y
Comunicaciones, S.A. as the basis for the valuation.
• “Long Term Syndicated Financing Contract" dated 8 September 2011, signed by Amper,
S.A., four of its fully-owned subsidiaries and a syndicate of twenty-eight financial entities,
with the Spanish branch of HSBC Bank Plc. acting as agent. By virtue of this contract, and
of a Framework Contract for a Non-Extinguishing Amendment of the Financial Instruments
Used by Amper, S.A., also dated 8 September 2011, the terms and conditions of the
syndicated loan signed on 15 December 2006 were amended and the bank debt of Amper,
S.A. was refinanced. Clause 7.7.1 of the Long Term Syndicated Financing Contract
establishes obligatory anticipated amortization in the event of a change in the control of
Amper, S.A. Taking control is understood to refer to an entity, a group or several entities
acting in unison, holding, directly or indirectly, a number of shares that are equal to or higher
than 30% of the voting rights in Amper, S.A. If such a change of control comes about, the
financial entities that make up the banking syndicate can terminate the contract and request
the reimbursement of the totality of their stake in the financing of Amper.
5) Any agreements between the Company and its executives and management or any
employees who receive compensation when they resign or are unfairly dismissed, or
when the employment relationship comes to an end due to a public purchase offer.
The agreements established by the Company to cover employment terminations due to unfair
dismissal or a public purchase offer are the following:
- As regards the Managing Director, his contract specifies that he will be entitled to a gross
severance payment of two years’ pay, taking (as the basis to calculate this total) his last fixed
salary + the average of his variable pay over the previous two years + the last payment in kind
declared to the Tax Authorities + the amount deposited in his account for said payment in kind.