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

debentures and bonds and warrants, whenever this is required in the
Company’s best interests.
In all cases, if the Board decides to suppress preemptive subscription
rights for a specific issue of convertible debentures or bonds or
warrants related to new shares that it may carry out under this
authorization, it shall issue a report explaining the specific reasons
justifying that this in the company’s best interests, which will be the
subject of an analogous report prepared by the Account Auditors
pursuant to article 506 of the Capital Company Act. These reports will
be made available to shareholders and holders of convertible
debentures or bonds and announced at the first General Meeting to be
held after the issuance agreement.
(c) The authority to regulate and specify the basis and methods for
conversion and/or exchange and/or exercise of warrants, taking into
account the above criteria.
8. Shareholder information: At successive General Meetings held by the
Company, the Board of Directors shall inform shareholders as to any use that
has been made of the delegation of powers contained in this agreement up to
that date.
9. Trading of securities: The Company shall request the listing of the debentures,
bonds and other securities issued by virtue of this delegation of powers on
domestic or foreign, official or nonofficial secondary markets, authorizing the
Board to carry out the necessary administrative steps and procedures with the
competent bodies of the different national and foreign stock exchanges in order
to have the securities listed for trading.
For the purposes of the provisions of Article 27 of the Spanish Stock Exchange
Regulations, it is expressly stated that if subsequently the delisting of the shares issued
by virtue of this authority is requested, this will be adopted with the same formalities as
those referred to in said article and, in such case, the interests of the holders of these
securities, opposing or not voting in respect of the resolution, shall be guaranteed, in
compliance with the requirements established by the Capital Company Act and related
provisions, all in accordance with the provisions of the aforementioned Spanish Stock
Exchange Regulations, the Securities Market Law and the provisions implementing
them.
7.2. To cancel the unused portion of the authorization granted by the General
Shareholders' Meeting of 19 June 2008.
A report prepared by the Board of Directors justifying the proposal has been made
available to shareholders on the Corporate Web site, a copy of which may be
requested and obtained free of charge, as stated in the announcement of the General
Meeting.
Resolutions relating to item eight on the agenda:
Delegation of powers to the Board of Directors in relation to the trading of shares
issued by the Company.
Proposal
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