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

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Article 17)<br />

The Chairman of the Board of Directors, or in his absence <strong>and</strong> in<br />

the event Vice-Chairmen have been appointed <strong>and</strong> the order of<br />

rank being as follows, the Vice-Chairman appointed from among<br />

the independent Board Member, the eldest Vice-Chairman, or in<br />

the event Vice-Chairmen have not been appointed, the eldest<br />

Board Member, will preside over the General Meetings of<br />

Shareholders.<br />

The Secretary of the Board of Directors shall act as Secretary of<br />

the General Meeting.<br />

In the event of the absence or the inability to act in this office, <strong>for</strong><br />

any reason, these shall be replaced by the shareholders holding<br />

the largest number of shares amongst those present. In the event<br />

that various Board Members present hold equal number of shares,<br />

the a<strong>for</strong>ementioned offices shall be replaced by lottery.<br />

The Chairman shall direct the discussions, granting the floor, in<br />

strict order, to all shareholders who have requested it in writing,<br />

then to those who requested it verbally.<br />

Each one of the items <strong>for</strong>ming part of the Agenda shall be voted<br />

on separately. The resolutions shall be adopted by a majority of<br />

the shareholders present, or represented, in the Meeting. Each<br />

share shall entitle the shareholder to one vote.<br />

The shareholders with the right to attend the Meeting may vote on<br />

the proposals relating to items listed in the Agenda of any kind of<br />

General Meeting by the following:<br />

a) The exercise of this right in the same session, in the event of<br />

personally attending the meeting.<br />

b) By post, sending the attendance <strong>and</strong> voting card obtained<br />

from the company, duly signed <strong>and</strong> completed to this effect.<br />

c) Other electronic distance communication media, provided<br />

that the electronic document, by virtue of which the right to<br />

vote is exercised, incorporates the electronic signature used<br />

by the applicant, or any other type of signature considered<br />

appropriate by the Board of Directors, in a prior resolution<br />

adopted <strong>for</strong> that purpose <strong>and</strong> in accordance with the Law,<br />

providing the sufficient guarantee of authenticity <strong>and</strong><br />

identification of the shareholder exercising his right to vote.<br />

The Board of Directors shall determine, in the call <strong>for</strong> resolution<br />

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

period <strong>for</strong> the exercise, <strong>and</strong> the submission to the company, of<br />

7

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