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

shares that have been subscribed and amend the text of the article in the Corporate
Bylaws related to share capital.
The Board of Directors shall be authorized to totally or partially exclude preemptive
subscription rights, according to the terms and conditions of article 506 of the Capital
Company Act.
6.2. To cancel the unused portion of the authorization granted by the General
Shareholders' Meeting of 19 June 2008.
Pursuant to the stipulations of Article 286 and 308.2 of the Capital Company Act, a
report has been prepared by the Board of Directors to support this proposal, which is
available to shareholders on the website of the company or which can be delivered to
them free of charge according to the terms and conditions stated in the announcement
of the General Meeting.
Resolutions relating to item seven on the agenda:
Delegation to the Board of Directors, for a period starting on the date of this
Meeting up to the date on which the next Ordinary General Shareholders’
Meeting is to be held, of the power to issue debentures, bonds and other fixed
interest securities, whether convertible, nonconvertible or exchangeable, as well
as warrants linked to new or existing capital stock of the company.
Establishment of the criteria for the determination of the basis and methods for
the conversion and/or exchange and/or exercise of the warrants. Authorization
for the Board of Directors to increase capital by the necessary amount and to
exclude the preemptive rights of shareholders’ and holders of convertible shares
and warrants.
Proposal
7.1. To delegate powers to the Board of Directors, under the provisions of the general
rules on the issuance of debentures contained in Article 319 of the Commercial
Registry Regulation and to apply the provisions of articles 297.1 b) 506 and 511 of the
Capital Company Act to issue nonconvertible, convertible and/or exchangeable fixed
income securities, as well as warrants linked to new or existing shares of the Company,
in accordance with the following terms and conditions:
1. Types of securities that can be issued: The Board of Directors is authorized to
issue debentures, bonds and similar fixed income securities, as well as those
that can be exchanged for shares of the Company, whether nonconvertible, or
in the case of debentures and bonds, exchangeable for shares of the Company
or convertible into shares of the Company, in addition to warrants linked to new
or existing shares of the Company.
2. Duration of the delegation: New shares may be issued on one or more
occasions, at any time, within a maximum term starting on the date of this
Meeting and up to the date on which the next Ordinary General Shareholders’
Meeting is to be held.
3. Maximum amount under the delegation: The total amount of shares that may be
issued under this delegation for convertible and nonconvertible and/or
exchangeable securities and warrants, at the time of issue, along with all the
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