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

Delegate to the Board of Directors, pursuant to the provisions of the general rules
regarding the issue of debentures, the provisions of Article 319 of the Companies
Registry Regulations, and applying the provisions of Articles 297.1 b), 506 and 511 of
the Capital Corporations Act, the power to issue fixed income securities, both simple as
well as exchangeable and / or convertible, and "warrants" on newly issued shares or
outstanding shares of the Company, in accordance with the following conditions:
1. Securities to be issued: The Securities, for the issue of which empowers the
Board of Directors, may be debentures, bonds and other fixed income securities
of similar nature, both simple and, in the case of debentures and bonds,
exchangeable for shares of the Company and / or convertible into shares of the
Company, as well as "warrants" on newly issued shares or outstanding shares
of the company.
2. Term of the Delegation: The issue of the securities may be carried out on one
or on various occasions, at any time within the period between the date of the
Ordinary General Meeting held on June 2012 and concluding on the day in
which the next Ordinary General Meeting of Shareholders is held.
3. Maximum amount of the Delegation: The total amount of the issue or issues of
securities agreed to under this delegation, both simple as well as convertible
and / or exchangeable, or "warrants" included with the other outstanding issues
from the Company at the time that is made use of, may not exceed the
maximum limit of the amount of paid-up share capital plus the reserves
appearing in the last approved balance sheet and the adjustment accounts and
the revaluation of balances accepted by the Ministry of Economy and Finance,
referred to in paragraph 1 of Article 405 of the Capital Corporations Act.
4. Scope of the Delegation: In exercise of the delegation of powers agreed upon
here, and including, but not limited to, the Board of Directors shall determine the
following for each issue:
(a)
The amount, always within the overall quantitative limit expressed.
(b) The location of issue, domestic or foreign, and the currency and
exchange rate; in the event that the issue is foreign include its
equivalent in Euros.
(c) The name, whether bonds or debentures, including subordinated
debts, "warrants" or any other permitted by the Law.
(d) The date or dates of issue, the number of securities and, where
applicable, the nominal value not less than the par value of the shares.
(e)
(f)
The interest rate, dates and procedures for payment of the coupon.
In the case of "warrants" in amount and, where applicable, the method
of calculation of the premium and price.
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