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

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onds <strong>and</strong> shall be reported in the first General Meeting held after the<br />

resolution of issue.<br />

(c) The power to develop <strong>and</strong> specify the basis <strong>and</strong> methods of the<br />

conversion <strong>and</strong> / or exchange <strong>and</strong> / or exercise of the "warrants,"<br />

taking into account the abovementioned criteria.<br />

8. In<strong>for</strong>mation <strong>for</strong> the shareholders: The Board of Directors, in the successive<br />

General Meetings held by the company, shall in<strong>for</strong>m the shareholders of the<br />

use, where applicable, of the delegation of powers en<strong>for</strong>ced thus far <strong>and</strong><br />

referred to in this resolution.<br />

9. Price of the Securities: The Company will request the admission to trade in<br />

official or unofficial secondary markets, organised or not, domestic or <strong>for</strong>eign, of<br />

the debentures, bonds <strong>and</strong> other securities which are issued in virtue of this<br />

delegation, empowering the Board of Directors to carry out the procedures <strong>and</strong><br />

actions required <strong>for</strong> the admission to trade be<strong>for</strong>e the competent authorities of<br />

the various domestic or <strong>for</strong>eign stock markets.<br />

The Board of Directors proposes to rescind the authorisation granted <strong>for</strong> the exercise of<br />

this power in the General Meeting of Shareholders held on 19 June 2008.<br />

For the purposes set out in Article 27 of the Regulations governing the Stock<br />

Exchanges, it is expressly stated that in the event that the exclusion of the listing of<br />

securities issued pursuant to this delegation is subsequently requested, it shall be<br />

adopted with the same <strong>for</strong>malities referred to in the a<strong>for</strong>ementioned Article <strong>and</strong>, in such<br />

a case, the interests of the shareholders or bondholders who oppose the resolution or<br />

do not vote <strong>for</strong> the resolution shall be ensured, thus fulfilling the requirements of the<br />

Capital Corporations Act <strong>and</strong> the related provisions, all in accordance with the<br />

provisions set out in the a<strong>for</strong>ementioned Regulations governing the Stock Exchanges,<br />

in the Securities Market Act <strong>and</strong> the implementing provisions.<br />

In Madrid on 21 May 2012<br />

The Board of Directors<br />

7

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