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

To delegate the necessary powers to the Board of Directors to allow it to request official
listing on the Stock Exchange before the Stock Exchange Governing Body and the
National Securities and Exchange Commission for the new shares, debentures and any
other securities that may be issued by virtue of the authorization granted to the Board of
Directors, being responsible for drawing up the prospectuses and complying with the
administrative procedures required by Law and by regulations, as well as to any adopt
agreements that may be necessary to maintain the listing of shares, debentures or any
other existing Corporate Securities.
Resolutions relating to item nine on the agenda:
Advisory vote regarding the Annual report on the remuneration of Directors.
Proposal
To submit to an advisory vote of shareholders the report approved by the Board of
Directors, proposed by the Appointment and Remuneration Committee, regarding the
compensation of Directors, which consists of a summary of how these policies have
been applied during financial year 2011, including a breakdown of the individual
remuneration packages payable to each Director in that year, as well as the policy
approved by the Board for the current financial year and that foreseen, if any, for future
years.
The full text of this Report has been made available to shareholders.
Resolutions relating to item ten on the agenda:
Approval, if appropriate, of a medium or long term incentive plan for the Amper
Group, in the form of company options or shares.
Proposal
The beneficiaries of this plan are 25 employees of eLandia International Inc. or of its
subsidiaries in America, in which 1,398,266 shares of eLandia International Inc. have
already been vested and another 219,010 shares of eLandia International Inc. are
unvested.
The Appointment and Remuneration Committee gave a favorable report (i) on the
vested stock options, in regard to which beneficiaries can convert 1,398,266 shares of
eLandia International Inc. into 157,285 shares of Amper, S.A., after one year has gone
by following the signature of the corresponding agreement, and (ii) with respect to the
unvested stock options, the stock options of eLandia International Inc. would be
exchanged for stock options of Amper S.A. on the basis of an assessment of 3.68
euros per share for the shares of Amper, S.A. and 0.65 USD per share for the shares
of eLandia International Inc., resulting in an exchange of 8.89 stock options of eLandia
International Inc. for one stock option of Amper, S.A., with an execution price of 2.55
euros.
The Board of Directors of Amper, S.A. unanimously agreed to delegate to the
Managing Director, Mr. Alfredo Redondo, the terms and conditions for the completion
of the Stock Plan of eLandia International Inc.
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