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

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Article 13)<br />

The General Meetings may be ordinary or extraordinary <strong>and</strong><br />

must be called by the person empowered to do so in accordance<br />

with the Law, except in the event of a Universal Board Meeting<br />

which may be held without notice, in the circumstances<br />

envisaged under Article 178 of the Capital Corporations Act.<br />

The Ordinary General Meeting will necessarily meet every year <strong>and</strong> within the six months<br />

following the end of each financial year.<br />

The Extraordinary General Meeting shall meet as agreed upon by the Board of Directors<br />

or when requested by a number of shareholders with holdings of<br />

at least 5% of the share capital, stating in the request the matters<br />

to be discussed at the Meeting.<br />

Article 14)<br />

The General Meetings, whether ordinary or extraordinary, shall<br />

be convened by notice published in the Official Gazette of the<br />

Companies Registry <strong>and</strong> in the website of the company<br />

(www.amper.es) with at least one month prior to the date<br />

established <strong>for</strong> the meeting, <strong>and</strong> expressing the date, if<br />

appropriate, the Board shall meet on second call. The notice<br />

shall specify all matters to be discussed. There should be a<br />

period of at least 24 hours between the first <strong>and</strong> second<br />

meeting.<br />

The shareholders representing at least five percent of the share<br />

capital may request the publication of a supplement to the notice of<br />

the General Meeting of Shareholders, including one or more items<br />

to the agenda. The exercise of this right must be carried out via<br />

official notification which should be received at the registered office<br />

within five days of the publication of the notice.<br />

The supplement to the notice should be published at least fifteen<br />

days prior to the date set <strong>for</strong> the meeting of the Board.<br />

Article 15)<br />

The ordinary or extraordinary General Meeting shall be validly<br />

constituted on first call when the shareholders present, or<br />

shareholders represented, hold at least 25% of the subscribed<br />

capital with voting rights. On second call, the General Meeting<br />

shall be validly constituted whatever the percentage of the<br />

subscribed capital with voting rights in attendance.<br />

Notwithst<strong>and</strong>ing the provisions of the preceding paragraph, <strong>for</strong> the<br />

ordinary or extraordinary General Meeting to validly agree on the<br />

issue of debentures, the increase or decrease of capital, the<br />

elimination or limitation of the right of first refusal on new shares,<br />

the conversion, merger, division <strong>and</strong> the general assignment of<br />

assets <strong>and</strong> liabilities, the voluntary dissolution of the company <strong>and</strong><br />

4

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