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

exchangeable fixed income securities and / or of "warrants," and shall
be reported in the first General Meeting held after the resolution of
issue.
6. Bases and methods for the exercise of "warrants": For the case of the issue of
"warrants", to which the provisions set out in the Capital Corporations Act shall
be applied by analogy for the issue of convertible debentures, and for the
purposes of determining the bases and methods for its exercise, the following
agreed upon criteria are established:
(a)
The "warrants" which are issued under this agreement shall confer the
right to subscribe new shares of the Company and / or the acquisition
of outstanding shares of the Company itself, and the Board of
Directors is authorised to determine whether to confer the right to
subscribe new shares or to the acquisition of outstanding shares.
(b) The deadline for the exercise of the securities issued shall be
determined by the Board of Directors and shall not exceed ten (10)
years from the date of issue.
(c)
(d)
The Board of Directors may also establish that the Company reserves
the right to decide whether the holder of the "warrant" must subscribe
newly issued shares or acquire outstanding shares at the time of
exercise of the "warrant" and may even opt to deliver a combination of
newly issued shares along with existing shares. In any case, the
Company must respect the equal treatment of all holders of "warrants"
that are exercised on the same date.
The strike price of the "Warrants" shall be determined by the Board of
Directors in the resolution of issue, or shall be determined on the date
or dates indicated in the resolution of the Board of Directors and
depending on the value of the stock market price of the shares of the
Company on the date / dates or period / periods taken as reference in
the resolution. The strike price may be variable depending on the time
of exercise of the "warrant". In any case, the price of the share under
consideration shall not be less than the greater of (a) the arithmetic
average of the closing prices of the shares of the Company in the
Continuous Market of the Spanish Stock Exchanges during the period
that the Board of Directors determines and which shall not be more
than three months nor less than fifteen days prior to the date on which
the Board of Directors adopts the issue resolution of the “warrants,”
and (b) the closing price of the shares in the same Continuous Market
on the day prior to the adoption of the aforementioned issue resolution.
The sum of the premium or premiums paid for each "warrant" and its
strike price may in no case be less than the value of the stock market
price of the shares of the Company in consideration in accordance
with the provisions set out in the preceding paragraph, nor less than
the nominal value of the shares of the Company.
(e) When approving an issue of “warrants” under the authorisation
contained in this resolution, the Board of Directors shall issue a report
5