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

developing and specifying, based on the criteria described above, the
basis and methods of conversion specifically applicable to the said
issue. This report will be accompanied by the corresponding report of
the accounts auditors referred to in Article 414 of the Capital
Corporations Act. Those reports shall be made available to the
shareholders and, where appropriate, to the holders of convertible and
/ or exchangeable fixed income securities and / or of "warrants," and
shall be reported in the first General Meeting held after the resolution
of issue.
7. Other powers delegated to the Board of Directors: In any case, the powers of
delegation to issue convertible and / or exchangeable debentures or bonds, as
well as "warrants," shall include, but not limited to, the following powers:
(a) The power to increase capital by the amount necessary to meet the
requests for conversion of convertible securities or for the exercise of
"warrants" on newly issued shares.
This power may only be exercised to the extent that the Board of
Directors, including the increase of capital that is carried out to
address the issue of debentures or convertible bonds or for the
exercise of "warrants" on newly issued shares, and other increases of
capital that has been agreed upon under the authorisations granted by
the Board, does not exceed the limit of half of the amount of share
capital provided for in Article 297.1.b) of the Capital Corporations Act.
This authorisation to increase capital includes the authorisation to
issue and put into circulation in one or on various occasions, the
shares representing the same which may be necessary to carry out
the conversion or exercise, as well as to amend the article of the
Articles of Association regarding the amount of capital and, where
appropriate, cancel the part of this increase in capital which has not
been necessary for the conversion into shares or the exercise of the
"warrants".
(b)
The power to exclude, under the provisions set out in Article 506 of the
Capital Corporations Act, the preferential subscription right of the
shareholders or holders of convertible and / or exchangeable
debentures or bonds and "warrants," when it is in the bests corporate
interests of the company.
In any case, if the Board of Directors decides to eliminate the
preferential subscription rights in connection with a specific issue of
convertible debentures or bonds or "warrants" on newly issued shares
which it may be eventually decide to carry out under this authorisation,
the Board of Directors shall issue a report, at the moment of approval
of the issue resolution, detailing the specific reasons of corporate
interests justifying such a measure, which will be subject to the
corresponding report of the Accounts Auditor referred to in Article 506
of the Capital Corporations Act. These reports will be made available
to the shareholders and to the holders of convertible debentures or
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