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

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Article 28: Publication<br />

Following its approval, this Regulation of<br />

the General Meeting shall be registered in<br />

the Commercial Registry corresponding to<br />

the registered address of the company<br />

<strong>and</strong> accessible on the company’s website,<br />

making public the regulatory framework in<br />

which General Meetings shall be<br />

conducted, <strong>for</strong> the in<strong>for</strong>mation of<br />

shareholders <strong>and</strong> investors, <strong>and</strong> without<br />

prejudice to the provisions of the<br />

Corporate Bylaws <strong>and</strong> applicable<br />

legislation.<br />

Article 28: Publication<br />

Following its approval, this Regulation of<br />

the General Meeting shall be notified to<br />

the National Securities <strong>and</strong> Exchange<br />

Commission, accompanied by a copy<br />

of the document in which they are<br />

recorded <strong>and</strong> shall be registered in the<br />

Commercial Registry corresponding to the<br />

registered address of the company. Once<br />

registered, they shall be published by<br />

the National Securities <strong>and</strong> Exchange<br />

Commission. This Regulation shall be<br />

accessible on the company’s website,<br />

making public the regulatory framework in<br />

which General Meetings shall be<br />

conducted, <strong>for</strong> the in<strong>for</strong>mation of<br />

shareholders <strong>and</strong> investors, <strong>and</strong> without<br />

prejudice to the provisions of the<br />

Corporate Bylaws <strong>and</strong> applicable<br />

legislation.<br />

The Board of Directors has drawn up <strong>and</strong> made available to shareholders a Report<br />

justifying the proposal to modify the Regulation of the Meeting, including the full text of<br />

the wording of the articles proposed <strong>for</strong> amendment.<br />

Resolutions relating to item six on the agenda:<br />

Authorization of the Board of Directors to increase the share capital, on one or<br />

more occasions <strong>and</strong> at any time, without prior consultation of the General<br />

Meeting, <strong>for</strong> a period starting from the date of this Meeting up to the date on<br />

which the next Ordinary General Shareholders’ Meeting is to be held <strong>and</strong> <strong>for</strong> the<br />

maximum legal amount, pursuant to the provisions of Article 297.1.b) of the<br />

Capital Company Act. Authorization <strong>for</strong> the exclusion of preferential subscription<br />

rights, pursuant to the provisions of Article 506 of the Capital Company Act.<br />

Proposal<br />

6.1 To authorize the Board of Directors, with the widest powers as needed, pursuant to<br />

Article 297.1.b) of the Capital Company Act, to increase the share capital without prior<br />

consultation of the General Meeting, on one or more occasions <strong>and</strong> at any time, <strong>for</strong> a<br />

period starting from the date this Meeting is held, up to the date on which the next<br />

Ordinary General Shareholders’ Meeting is to be held, <strong>for</strong> the maximum amount<br />

permitted by Law, that is, half of the share capital at the time of the authorization,<br />

through the issue of new shares, either ordinary or redeemable, or any other class of<br />

securities in compliance with applicable legal requirements – with or without a share<br />

premium – where the equivalent value of the new shares to be issued shall be<br />

comprised of monetary contributions.<br />

In addition, it may determine the terms <strong>and</strong> conditions <strong>for</strong> capital increases, freely offer<br />

new unsubscribed shares in the preemptive subscription period, decide, in the case of<br />

incomplete subscriptions, that the capital shall only be increased by the amount of<br />

20

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