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

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7. Delegation, in favour of the Board of Directors <strong>for</strong> a term commencing from the date<br />

of this Meeting until the date on which the next Annual General Meeting of<br />

Shareholders is held, of the power to issue debentures, bonds <strong>and</strong> other fixed<br />

income securities, both simple <strong>and</strong> exchangeable <strong>and</strong> / or convertible, as well as<br />

"warrants" on newly issued shares or outst<strong>and</strong>ing shares of the company.<br />

Establishment of criteria <strong>for</strong> determining the basis <strong>and</strong> methods of conversion <strong>and</strong> /<br />

or exchange <strong>and</strong> / or exercise of the "warrants." Authorisation given to the Board of<br />

Directors to increase capital by the amount required <strong>and</strong> to exclude the preferential<br />

subscription rights of the shareholders <strong>and</strong> holders of convertible securities <strong>and</strong><br />

"warrants".<br />

8. Delegation of powers in favour of the Board of Directors in connection with the<br />

trading of securities issued by the Company. 9. Advisory vote on the Annual Report<br />

on remuneration of the Board Members.<br />

9. Advisory vote on the Annual Report on the remuneration of the Board Members.<br />

10. Approval, if necessary, given to the Amper Group of a medium to long term<br />

incentive plan by means of the issue of options or shares of the Company.<br />

11. In<strong>for</strong>mation to the General Meeting regarding the amendments made to the<br />

Regulations governing the Board of Directors.<br />

12. Ratification of the creation of the corporate website of the Company, www.amper.es<br />

<strong>for</strong> the purposes of the provisions of Article 11 b of the Capital Corporations Act.<br />

13. Delegation of powers to develop, interpret, execute, rectify <strong>and</strong> <strong>for</strong>malise the<br />

resolutions adopted by the General Meeting of Shareholders.<br />

BRIEFING NOTES<br />

THE RIGHT TO INCLUDE NEW ITEMS ON THE AGENDA<br />

In accordance with the provisions set out in Articles 172 <strong>and</strong> 519 of the Capital<br />

Corporations Act, the shareholders who represent at least five percent of the share<br />

capital may request the publication of a supplement to the call <strong>for</strong> this Annual General<br />

Meeting, including one or more items on the agenda.<br />

The request shall be conveyed to the Secretary of the Board of Directors of Amper,<br />

S.A. in a reliable way <strong>and</strong> shall be received at the registered office (Calle Marconi, No.<br />

3, Parque Tecnológico of Madrid, 28760 Tres Cantos, Madrid) within the five days<br />

following the publication of the call of this Board Meeting.<br />

The written request shall clearly <strong>and</strong> expressly state the items in the agenda which the<br />

shareholders wish to include in the call, with a justification or, where appropriate, a<br />

justified agreement proposal <strong>and</strong> the identity of the applicant. Also, his condition as a<br />

shareholder shall be accredited <strong>and</strong>, where appropriate, the individual's capacity to<br />

represent the shareholder.<br />

The supplement of the call will be published at least fifteen days prior to the date<br />

indicated <strong>for</strong> the holding of this General Meeting on first call.<br />

Also, in accordance with the provisions set out in Article 519 of the Capital<br />

Corporations Act, the shareholders who represent at least five percent of the share<br />

2

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