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

In general, it is not possible to predict in advance what the needs of the Company will
be in terms of the allocation of capital. The purpose being sought is clear. This
entails providing the management body of the company with margin for
manoeuvre and the capacity to respond demanded by the competitive
environment in which it moves, in which often the success of a strategic
initiative or of a financial transaction depends on the ability to undertake it
quickly, without the delays and costs that inevitably is involved in the calling and
holding of a General Meeting. Given this fact, the use of the delegation of powers
provided for in Article 297.1.b) of the Capital Corporations Act allows, in many cases,
these difficulties to be avoided, while providing the Board of Directors the flexibility to
meet the needs of the Company.
Additionally, in accordance with the provisions set out in Article 506 of the Capital
Corporations Act, when the General Meeting delegates the Board Members with the
power to increase the share capital in accordance with the provisions set out in Article
297.1.b) mentioned above, they may also give them the power to exclude the
preferential subscription rights in connection with capital increases that are the subject
of the delegation, whenever the interests of the company requires it. This proposed
exclusion should be included in the call for the General Meeting together with a
directors' report justifying the proposed exclusion.
In this regard, the authorisation for the Board of Directors to increase capital whose
proposal is submitted for consideration by the Board includes, in accordance with the
provisions set out in Article 506 of the Corporations Act Capital, the allocation to the
Board Members the power to exclude, in whole or in part, the preferential subscription
rights of the shareholders and the holders of convertible bonds, where appropriate,
when the interests of the company requires it.
The Board of Directors considers that this proposal is justified for the following reasons:
a) because of the flexibility and agility with which, under certain circumstances, it is
necessary to act in the financial markets in order to take advantage of more favourable
moments, b) because of the lowering of the costs associated with the capital,
especially the committees of the financial institutions involved in the issue and
compared with an increase with the preferential subscription rights, and c) because of
having a lower distortion effect in the trading of the shares of the Company during the
period of issue, which is usually shorter than in the cases of increases with the
preferential subscription rights.
In any case, it is noted that the total or partial exclusion of the preferential subscription
rights of the shareholders is only a power that the Board Meeting grants the Board of
Directors and whose exercise will depend on if the Board of Directors itself so decides,
in accordance with the circumstances at that moment and always with respect for the
legal requirements. If, in the exercise of these powers, the Board of Directors decides
to eliminate the preferential subscription rights in relation to an increase in capital which
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