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

- In the case of all other employees, nothing is mentioned in this regard in their employment
contracts, and in these cases the payment will be based on whatever is established by
employment law at the time of the termination, except in the case of employees whose
contracts establish a severance payment of three times their gross salary (fixed + variable) for
unfair dismissal and termination.
6) The powers of the members of the Board of Directors, particularly those relating to the
possibility of issuing or rebuying shares.
Powers of the members of the Board of Directors
The Managing Director, Mr Alfredo Redondo Iglesias, is the only member of the Board of
Directors who has powers.
He has "Level 1" powers, which are the most ample powers granted by the company.
In order to exercise these powers he will in some cases require the joint signature of another
power of attorney, whereas in other cases he will be able to act alone.
Powers relating to the possibility of issuing or rebuying shares
The Board of Directors has the following powers granted by different General Shareholders’
Meetings:
Meeting held on 19 June 2008:
• Ability to issue shares pursuant to the provisions of article 153 of the previous
Corporations Act, without the need for prior approval from the General Shareholders’
Meeting, once or on several occasions and at any time, within a term of five years of the
date on which the Meeting is held, for a maximum amount of 14,728,753 euros, by issuing
new shares, be they ordinary, redeemable or of any other kind in accordance with the
applicable legal requirements – with or without a premium – with the new shares having a
monetary value. Likewise, the Board will also be able to set the terms and conditions for an
increase in capital, to freely offer the new shares that have not been subscribed within the
preferential subscription term, to establish that in the event of an incomplete subscription the
capital will only be increased in the amount of the subscribed shares and to redraft the
Articles of Association dealing with share capital. The Board of Directors will be able to
exclude, either in part or in full, the right to preferential subscription under the terms of
article 159.2 of the previous Corporations Act.
Meeting held on 29 June 2011:
• Ability to rebuy treasury stock, pursuant to what is established in article 146 of the Capital
Companies Act, under the following conditions:
• The purchases can be made by any method permitted by law, either directly by
Amper, S.A. or through a company it its Group, up to the maximum permitted by
law.
• Purchases are carried out at a maximum price per share of twenty (20) euros, with
no minimum purchase price.