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

Report of the Board of Directors of Amper, S.A. justifying the proposal for a Rule
governing the General Meeting of Shareholders and full text of the draft of the
proposed articles to amend
The Board of Directors of Amper, S.A. (hereinafter, the “Company”), at its meeting on 25
April 2012, has agreed to submit to the General Meeting of Shareholders under item five of
the Agenda, the amendment of Articles which are detailed below in the Regulations
governing the General Meeting of Shareholders.
This Report is prepared by the Board of Directors of the Company, although its formulation
is not expressly provided for by law or by the Regulations governing the Board Regulations
currently in force, in order to assist the shareholders in understanding the changes that are
proposed. Therefore, this Report contains both the full text of the proposed amendment,
as well as the justification for it.
This Report does not include the proposed resolution that is to be adopted by the Board of
Directors, since the text is contained in the document that has been made available to that
body, and the proposal contains all the resolutions proposed to the Board of Directors.
The proposal to amend the Regulations governing the General Meeting of Shareholders to
be subject to approval by the General Meeting of Shareholders has as its genuine and
determining root cause, the update of the contents thereof to the new draft of the LSC [Ley
de Sociedades de Capital] derived both from the Law 25/2011 of 1 August, regarding the
partial amendment of the Capital Corporations Act (Royal Legislative Decree 1/2010 of 2
July, by which the revised text of the LSC is approved) and of the incorporation of Directive
2007/36/EC of the European Parliament and of the Board of 11 July regarding the exercise
of certain rights of shareholders in listed companies as those contained in Royal Decree-
Law 9/2012 of 16 March regarding the simplification of the reporting requirements and the
documentation of mergers and divisions of capital companies which has affected the
system of corporations and especially the listed corporations.
The sole purpose of the amendments proposed is to adapt the content of the Regulations
governing the General Meeting of Shareholders to the innovations introduced by the
aforementioned standards, although it should be noted that, during this review, the
opportunity has been used to propose any changes of a purely stylistic character, or in the
agenda.
I. ARTICLES PROPOSED FOR AMENDMENT
Preamble
The current Preamble to the Regulations governing the Board of Directors of Amper is the
result of its preparation in the first moments of regulation in Spain of the corporate
governance recommendations.
The current regulations, and particularly the Law 25/2011, consider the Regulations
governing the Board as a mandatory document for listed companies, while imposing
special regulations on disclosure.
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