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

the underlying share price may not be less than the greater of (a) the
arithmetic mean of the closing prices of the shares of the Company on
the Spanish Continuous Stock Market for the period established by the
Board of Directors, that shall not be greater than three months or less
than fifteen days prior to the date of adoption of the resolution of the
Board to issue the warrants and (b) the closing price of the shares in
this Continuous Market on the day prior to the approval of the
aforementioned issuance agreement.
The sum of the premium(s) paid for each warrant and the exercise
price shall never be less than the market value of the Company’s
stock, based on what has been established in the previous paragraph,
or the nominal value of the Company’s stock.
(e) When the issuance of warrants under the delegation of the powers
contained in this agreement is approved, the Board of Directors shall
issue a report fully explaining and detailing, with respect to the
aforementioned 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. These reports shall be made available to the
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 issuance agreement
has been adopted.
7. Other powers delegated to the Board: In all cases, the delegation to issue
debentures and convertible and/or exchangeable bonds, as well as warrants,
shall include, by way of example but not limited to, the following powers:
(a)
The authorization to increase capital in the amount needed to meet the
requests for conversion of convertible securities or exercise of
warrants linked to issues of new shares.
This authorization shall only be exercised to the extent that the Board,
adding together the capital increase to cover the issuance of
convertible debentures or bonds or the exercise of warrants linked to
the new issue and other capital increases that may have been agreed
upon under the authority granted by the General Meeting, exceeds
half of the amount of share capital stipulated in Article 297.1.b) of the
Capital Company Act.
The authorization to increase share capital includes issuing and
placing in circulation, one or more times, the shares representative of
the capital stock needed to carry out the conversion or exercise, as
well as amending the text of the article of the Corporate Bylaws
related to the amount of share capital and, if appropriate, canceling
the portion of the capital increase not needed for the conversion of
shares or the exercise of warrants.
(b)
The authorization to exclude, under the provisions of Article 506 of the
Capital Company Act, the preemptive subscription rights of
shareholders or holders of convertible and/or exchangeable
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