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

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the relocation of the registered office abroad <strong>and</strong>, in general, any<br />

amendment to the Articles of Association, the meeting must be<br />

attended at first call by shareholders, present or by proxy, holding<br />

at least 50% of the subscribed capital with voting rights. On second<br />

call, the attendance of shareholders holding 25% of the subscribed<br />

capital shall be sufficient. When shareholders representing less<br />

than 50% of the subscribed capital with voting rights are in<br />

attendance, the agreements referred to in this section may only be<br />

validly adopted by the affirmative vote of two thirds of the capital<br />

present or represented at the Meeting.<br />

Article 16)<br />

All shareholders may attend the General Meeting personally or be<br />

represented by another person, even if the other person is not a<br />

shareholder. The representation must be granted in writing <strong>and</strong><br />

specifically <strong>for</strong> each Meeting, <strong>and</strong> shall comply with the provisions<br />

set out in the Law.<br />

In addition, the shareholders may grant representation by any<br />

electronic or distance telecommunication media which duly<br />

guarantees the representation attributed <strong>and</strong> the identity of the<br />

represented party. The representation conferred shall be<br />

accepted using these means when the electronic document, by<br />

virtue of which it is conferred, incorporates the authorised<br />

electronic signature used by the represented party, or any other<br />

type of signature which, accepted in a resolution adopted to this<br />

effect <strong>and</strong> in advance by the Board of Directors meets, in<br />

accordance with the Law, the guarantees of authenticity <strong>and</strong><br />

identity of the shareholder granting the proxy. The Board of<br />

Directors shall determine, in the call <strong>for</strong> resolution <strong>for</strong> each<br />

Meeting, the procedures, requirements, system <strong>and</strong> period <strong>for</strong><br />

the grant, <strong>and</strong> submission to the company, of the representations<br />

or delegations of votes issued by electronic or telematic media,<br />

<strong>and</strong> the possible revocation. Such circumstances shall be<br />

expressed in the notices of call of the Meeting.<br />

To attend the Meetings, an essential requirement is to have the<br />

shares registered in the corresponding book entry registers at<br />

least five days be<strong>for</strong>e the day on which the General Meeting is to<br />

be held. When the shareholder exercises his voting rights using<br />

distance communication means <strong>and</strong> in the terms established in<br />

Article 17 of these Articles of Association, this condition must<br />

also be complied with at the time of issue.<br />

The shareholders who meet the requirement set <strong>for</strong>th in the<br />

preceding paragraph may request the corresponding attendance<br />

card from the Company at any time from the publication of the call.<br />

5

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