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

CURRENT DRAFT
PROPOSED AMENDMENT
Preamble
The report of the Special Commission to
promote transparency and security in the
markets and in the listed companies
("Aldama Report") recommends among other
points, that the listed companies prepare and
disseminate a specific regulation of the
General Meeting, to be submitted for
approval, which shall regulate the convening,
preparation, information, attendance,
development and exercise of the political
rights of the shareholders, always in
accordance with the Law and the Articles of
Association.
In order to comply with that recommendation,
and following the criteria and
recommendations of that Report, the Board
of Directors of AMPER, S.A. has submitted to
the General Meeting of Shareholders of the
company which has approved the Report, in
its meeting held on 24 June 2003, these
Regulations governing the General Meeting
of Shareholders of AMPER, S.A. which
governs all the points provided for in the
Aldama Report. Subsequently, due to the
developments arising in connection with the
instruments of information to the
shareholders, as well as the use of new
technologies for the exercise of their rights to
information, attendance, vote and
representation, the Board of Directors found it
necessary to propose in the General Meeting
of Shareholders the amendment of the
Regulation. The General Meeting of
Shareholders approved the proposed
amendments at its meeting held on 22 June
2004. The resulting text is that which is set
out in this Regulation. (Note: The Board
Meeting held on 15 June 2006 approved the
amendment of Article 6 of this Regulation in
regards to the deadline for convening the
Board, and the Board Meeting held on 29
June 2011 approved the amendments to
Articles 2, 5, 6, 12, 13, 24, 27 and 28 of this
Preamble
This document contains the Regulations
governing the General Meeting of
Amper, S.A. in accordance with the
requirements of Article 512 of the Capital
Corporations Act.
This Regulation is intended to: a) Make
public the procedures of preparation and
holding of the General Meetings. b) Identify
the forms of exercise of the political rights of
the shareholders at the time of the
convening and holding of General Meetings.
c) Systematize the process of preparation
and holding of the General Meetings.
To facilitate the shareholders of the company
the knowledge and understanding of the
rules of operation of the General Meeting
and of other matters related to it, it was
considered appropriate to consolidate in
these Regulations all statutory provisions of
the Regulation governing the Board of
Directors, as well as other corporate laws in
force concerning the same, so that the
shareholders can, with a single
systematically organised text, have access
to all the information relating to the General
Meeting.
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