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

each issue or issue tranche; however, if a discount is determined with
regard to the share price, it may not be greater than 30%.
(d)
(e)
Upon conversion and/or exchange, any fractional shares to which the
shareholder may be entitled will be automatically rounded down to the
nearest whole number and shareholders will receive the corresponding
difference in cash.
Pursuant to the provisions of Article 415 of the Capital Company Act,
debentures may not be converted into shares when the nominal value
of the shares is less than that of the debentures. Likewise, the value of
the shares may, in no case, be less than that of the nominal value.
(f) When an issue of convertible and/or exchangeable debentures or
bonds is approved under the delegation of powers contained in this
resolution, the Board of Directors shall issue a report fully explaining
and detailing, on the basis of the above criteria, the basis and methods
for conversion that are applicable to that specific issue. This report
shall be accompanied by the corresponding auditor’s report pursuant
to Article 414 of the Capital Company Act. In addition, these reports
shall be made available to shareholders and, if appropriate, to holders
of convertible and/or exchangeable fixed income securities and/or
warrants and announced at the first General Meeting to be held after
the stock issuance agreement has been adopted.
6. Basis and methods for the exercise of warrants: The issue of warrants will be
subject, on the basis of their similarity, to the provisions of the Capital Company
Act governing the issue of convertible debentures and, for the purpose of
determining the basis and methods of exercise, it has been agreed to establish
the following criteria:
(a) The warrants to be issued under this agreement may entitle the
subscription of new shares of the Company and/or the acquisition of
existing paid-up Company stock, and the Board of Directors shall be
authorized to decide if they will be entitled to subscribe new shares or
to acquire existing paid-up shares.
(b)
(c)
(d)
The term for exercising the securities issued will be determined by the
Board and may not be greater than ten (10) years from the date of
issue.
The Board may also determine that the Company reserves the right to
choose whether the holder is to subscribe new shares or to acquire
existing paid-up shares at the time of exercise of the warrant and may
also choose to deliver a combination of new shares and existing
shares. In all cases, the Company shall give identical treatment to all
holders of warrants who exercise the warrants on the same date.
The exercise price of the warrants shall be determined by the Board of
Directors in the stock issuance agreement or shall be determined on
the date(s) indicated in this resolution of the Board, depending on the
market value of the Company’s stock on the date(s) or period(s) of
reference indicated in this agreement. The exercise price may vary
depending on the time at which the warrant is exercised. In all cases,
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