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

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upon the termination or relocation of branches, agencies <strong>and</strong><br />

offices.<br />

CHAPTER II. SHARE CAPITAL AND SHARES.<br />

Article 6)<br />

The share capital currently amounts to 32,403,256 Euros <strong>and</strong> is<br />

represented by 32,403,256 nominative ordinary shares of the<br />

same unique class of a nominal value of one Euro each share,<br />

numbered from 1 to 32,403,256, both figures inclusive, <strong>and</strong> fully<br />

subscribed <strong>and</strong> paid up.<br />

The Board of Directors is authorised to increase the share capital<br />

in the terms <strong>and</strong> deadlines established by Article 297 of the<br />

Capital Corporations Act by 16,201,628 Euros more, that is, to<br />

the amount of 48,604,884 Euros.”<br />

Note: The execution of a capital increase approved on 21 May<br />

2012 is still pending.<br />

Article 7)<br />

The shares shall be represented in book entries.<br />

As long as the shares of the company are listed in the Stock<br />

Exchange, the maintenance of the accounting records of these<br />

shall correspond to the Securities Clearing <strong>and</strong> Settlement<br />

Services, which is responsible <strong>for</strong> the Central Registry <strong>and</strong> <strong>for</strong> the<br />

entities attached to it in the terms established in the provisions that<br />

apply.<br />

The shares are transferable by all means recognised by the Rule<br />

of Law. The <strong>for</strong>eign natural <strong>and</strong> legal persons <strong>and</strong>, likewise, the<br />

Spanish residents living abroad, may subscribe or acquire shares<br />

of the company under the terms <strong>and</strong> conditions set <strong>for</strong>th in the law<br />

provisions that are in <strong>for</strong>ce <strong>and</strong> which are applicable to the<br />

Company.<br />

Article 8)<br />

All shares confer the rightful holder of the shares membership as<br />

well as the rights conferred by Law <strong>and</strong> these Articles of<br />

Association.<br />

Under the terms established in the Law <strong>and</strong> in these Articles of<br />

Association, <strong>and</strong> except as provided therein, the shareholder will<br />

have at least the following rights:<br />

a. That of participating in the distribution of corporate<br />

earnings <strong>and</strong> in assets resulting from liquidation.<br />

2

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