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

REPORT OF THE BOARD OF DIRECTORS OF AMPER, S.A. JUSTIFYING THE
PROPOSAL TO BE SUBMITTED FOR APPROVAL IN THE GENERAL MEETING OF
SHAREHOLDERS IN CONNECTION WITH THE DELEGATION IN FAVOUR OF THE
BOARD OF DIRECTORS TO ISSUE FIXED INCOME SECURITIES, BOTH SIMPLE
AND EXCHANGEABLE AND / OR CONVERTIBLE WITH AUTHORITY, WITH THE
POWERS TO INCREASE THE SHARE CAPITAL AND TO EXCLUDE THE RIGHT
OF PREFERENTIAL SUBSCRIPTION.
The Board of Directors drafts this report in compliance with the provisions set out in
Articles 286, 414 and 415 of the Capital Corporations Act in order to justify the proposal
to be submitted for approval in the Board Meeting in connection with the delegation in
favour of the Board of Directors to issue fixed income securities, both simple as well as
exchangeable and / or convertible, with the powers to increase the share capital and to
exclude the right of preferential subscription to the shareholders.
1. - Justification of the proposal:
The Board of Directors considers it advisable to have delegated authority provided for
in the current regulations to be able to capture in the primary securities markets the
necessary resources for the proper management of the corporate interests at all times
and at the speed that these markets require. The purpose of the delegation is to
provide the Board of Directors of the Company with the necessary flexibility and the
capacity to respond in the competitive environment in which the Company operates,
where often the success of an operation 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.
For this purpose and under the provisions of Article 401 and other articles of the
Capital Corporations Act, which govern the general rules regarding the issue of
debentures, the provisions of Article 319 of the Companies Registry Regulations and
the provisions of Articles 297.1 b) 506 and 511 of the Capital Corporations Act, the
proposal submitted to the General Meeting is the delegation of powers to the Board of
Directors to carry out the following: a) issue debentures, bonds and other fixed income
securities, both simple as well as exchangeable and / or convertible, and "warrants" on
newly issued shares or outstanding shares of the company by establishing the basis
and methods of conversion of debentures or bonds into shares, b) increase the share
capital by the amount necessary to cover the conversion of the convertible fixed
income securities and / or the exercise of "warrants" on newly issued shares, and c)
exclude the preferential subscription rights of shareholders and holders of convertible
securities and "warrants".
2. - Proposed Resolution.
Given the above, the following PROPOSAL is submitted for approval by the General
Meeting of Shareholders:
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