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

Article 13: Ordinary and Extraordinary General Meetings
Proposals:
1 Include that the call of the General Meeting at the request of the minority shall be
convened by the Board and to be held within two months following the date on
which it was convened by Notary for that purpose.
This reference has not been previously included in the articles and is expressly
provided for in Article 168.2 LSC introduced by Law 25/2011.
2 To record that the Ordinary General Meeting shall be valid even if it is called or
held after the established date.
This reference has not been previously included in the articles and is expressly
provided for in Article 164.2 LSC.
Article 14: Convening of the Ordinary and Extraordinary General Meeting.
Proposals:
1 Include the new disclosure requirements of the calls for the Board Meetings.
The draft provided by Article 516 LSC in accordance with the Law 25/2011 amends
the earlier system of disclosure of the call. It is therefore proposed to adapt the draft
of the articles of associations to the new disclosure requirements, including for this
purpose in the articles of associations, the modes which allow the present
legislation.
2 Include in the articles of associations the possibility to reduce the notice period in
the event that voting is carried out by electronic means.
Article 515 LSC, following the amendment introduced by Law 25/2011, allows
reducing the time period between the call for the meeting and holding the meeting
to 15 days, in cases in which the companies have a remote voting system.
3 Include the new requirements for exercising the right to request the publication of a
supplement to the call for the Board Meeting.
Adapt in this way the previous draft of the provisions of Article 519 LSC
introduced by Law 25/2011.
4 Include the new right to submit proposed resolutions relating to matters already
included or to be included in the Agenda of the Board Meeting.
In effect, according to the draft of Article 519 LSC introduced by Law 25/2011, a
system of proposed resolutions which the previous articles of associations of the
Company did not provide for is regulated.
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