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

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capital may, within the five days following the publication of the call, submit wellfounded<br />

proposals <strong>for</strong> resolutions on matters already included or which may be<br />

included in the agenda of the Board Meeting convened.<br />

RIGHT TO ATTEND<br />

In accordance with the Articles of Association <strong>and</strong> the Regulations governing the<br />

General Meeting, the shareholders may attend the General Meeting convened if, within<br />

five days prior to the Meeting held on first call, at the very least, the shareholder has his<br />

/ her shares registered in the corresponding Book Entry Registries, <strong>and</strong> if this is<br />

evidenced by the appropriate attendance card or certificate issued by any of the<br />

Participating Depository Institutions in the Management Company of the Securities<br />

Registration, Clearing <strong>and</strong> Settlement Systems (IBERCLEAR).<br />

RIGHT TO REPRESENTATION<br />

Every shareholder entitled to attend may be represented at the General Meeting by<br />

another person, even if this other person is not a shareholder, if the requirements <strong>and</strong><br />

<strong>for</strong>malities required by law are met. The proxy must be conferred in writing <strong>and</strong> specific<br />

<strong>for</strong> each Board Meeting.<br />

The proxy is revocable. The personal attendance to the Board Meeting by the proxy<br />

shall entail the revocation of the representation granted.<br />

The documents which indicate the proxies or delegations <strong>for</strong> the Board Meeting,<br />

including those made on behalf of any member of the Board of Directors, will contain<br />

the instructions regarding the intention of the vote with respect to the items of the<br />

agenda of the Board Meeting, it is understood that if they are not communicated, the<br />

proxy will vote in favour of the resolutions proposed by the Board of Directors.<br />

If the person to whom the shareholder grants his representation is not specifically<br />

indicated in the delegation <strong>for</strong>m, it shall be deemed granted in favour of the Chairman<br />

of the Board of Directors of the Company or in favour of the person, where appropriate,<br />

replaces him as Chairman of the General Meeting.<br />

THE RIGHT TO VOTE<br />

The shareholders entitled to attend may exercise their right to vote through:<br />

a) His attendance, in person or by means of a proxy, to the General Meeting, or<br />

b) Postal Voting.<br />

To vote via mail, the shareholder must send the postal vote to the registered office<br />

(Department of Investor Relations, Calle Marconi, 3. Parque Tecnológico of Madrid,<br />

28760 Tres Cantos, Madrid) in a sealed envelope with the attendance card enclosed,<br />

clearly stating the identity of the shareholder, the number of shares that is owned by<br />

the shareholder <strong>and</strong> the intention of the vote with respects to each item of the agenda.<br />

For the postal vote to be valid, it must be received at the registered office within ten<br />

days from the date of call of the General Meeting.<br />

The vote may only be deprived of effect:<br />

3

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