Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Merger Proposal. The stockholders adopted that certain Business Combination
Agreement, dated as of
For Against Abstain Broker Non-Votes 45,615,550 1,169,689 152,155 0
2. Governance Proposal. The stockholders approved, on a non-binding advisory
basis, a separate proposal with respect to certain provisions in AMPSA's
articles of association in accordance with
a. Proposal 2A: Change in Authorized Shares - To approve Section 6 of AMPSA's articles of association and the authorized one hundred billion (100,000,000,000) shares of AMPSA, each with a par value ofone Euro cent (EUR 0.01 ), that will be authorized thereunder ("AMPSA Shares") following the Business Combination: For Against Abstain Broker Non-Votes 44,933,156 1,847,638 156,600 0 b. Proposal 2B: Compulsory Share Transfer - To approve Section 13 of AMPSA's articles of association and the right of a shareholder that owns 75% or more of AMPSA Shares to acquire (without the approval of AMPSA's board of directors or any additional shareholders) the remaining AMPSA Shares in accordance with, and subject to the protections for minority shareholders included in, that provision: For Against Abstain Broker Non-Votes 40,682,836 6,047,828 206,730 0
3. Adjournment Proposal. The stockholders voted to approve the adjournment of the Special Meeting to a later date or dates, if necessary (A) to ensure that any supplement or amendment to the proxy statement/prospectus that the Company's board of directors has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 45,119,664 1,661,075 156,655 0
22,324,173 shares of Class A Stock were presented for redemption in connection with the Business Combination.
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