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

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AMPER, S.A.
and
Subsidiaries
Consolidated Financial Statements for 2011
The following reproduces the Consolidated Annual Accounts of AMPER, S.A.
and Subsidiaries, drawn up at the meeting of the Board of Directors of AMPER,
S.A. held on 29 February 2012, pursuant to the provisions of the International
Financial Reporting Standards. The transcription consists of 69 pages, on both
sides, on ordinary paper with the AMPER letterhead in the upper right-hand
corner, numbered from 1 to 69 at the bottom of the page. All of the pages have
been signed by the Vice Chairman of the Board of Directors for identification
purposes and the last page contains the signatures of all the members of the
Board of Directors.

Auditors’ report on the Consolidated Annual Accounts
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language
version prevails.)
To the Shareholders of
Amper, S.A.
We have audited the consolidated annual accounts of Amper, S.A. (the “Company”) and subsidiaries
(the “Group”), which comprise the consolidated balance sheet at 31 December 2011, the
consolidated income statement, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity, the consolidated statement of cash flows for the year
then ended and the notes thereto. As specified in note 2 to the accompanying consolidated annual
accounts, the Company’s directors are responsible for the preparation of the consolidated annual
accounts of the Group in accordance with International Financial Reporting Standards as adopted by
the European Union, and other provisions of the financial information reporting framework
applicable to the Group. Our responsibility is to express an opinion on the consolidated annual
accounts taken as a whole, based on our audit, which was conducted in accordance with prevailing
legislation regulating the audit of accounts in Spain, which requires examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated annual accounts and evaluating
whether their overall presentation, the accounting principles and criteria used and the accounting
estimates made comply with the applicable legislation governing financial information.
In our opinion, the accompanying consolidated annual accounts for 2011 present fairly, in all
material respects, the consolidated equity and consolidated financial position of Amper, S.A. and
subsidiaries at 31 December 2011 and the consolidated results of their operations and consolidated
cash flows for the year then ended, in accordance with International Financial Reporting Standards
as adopted by the European Union, and other provisions of the applicable financial information
reporting framework.
The accompanying consolidated directors’ report for 2011 contains such explanations as the
Directors of Amper, S.A. consider relevant to the situation of the Group, the evolution of its business
and other matters, and is not an integral part of the consolidated annual accounts. We have verified
that the accounting information contained therein is consistent with that disclosed in the consolidated
annual accounts for 2011. Our work as auditors is limited to the verification of the consolidated
directors’ report within the scope described in this paragraph and does not include a review of
information other than that obtained from the accounting records of Amper, S.A. and subsidiaries.
KPMG Auditores, S.L.
(Signed on the original in Spanish)

AMPER, S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED 31 DECEMBER 2011
AND 2010
(Thousands of Euros)
2011 2010
NON-CURRENT ASSETS 180,932 139,255
Goodwill (Note 4) 95,857 83,746
Intangible assets (Note 5) 10,426 9,392
Tangible fixed assets (Note 6) 34,569 6,003
Investments in associates (Note 7) 229 4,657
Long-term financial investments (Note 8) 2,696 3,278
Deferred tax assets (Note 19) 33,194 31,301
Other non-current assets (Note 8) 3,961 878
CURRENT ASSETS 260,283 206,962
Inventories (Note 9) 29,465 37,867
Short-term financial investments (Note 8) 5,257 4,125
Trade and other receivables (Note 10) 164,785 111,113
Cash and cash equivalents 60,776 53,857
TOTAL ASSETS 441,215 346,217
NET EQUITY (Note 11) 54,917 57,121
From the Parent Company 25,050 40,439
Share Capital 32,403 32,403
Accrued earnings (3,281) 12,321
Treasury shares (4,072) (4,285)
From the non-controlling interests 29,867 16,682
NON-CURRENT LIABILITIES 153,403 32,205
Deferred income 1,819 1,863
Long-term provisions (Note 12) 17,114 18,136
Bank borrowings and other financial liabilities (Note 13) 124,716 4,992
Other non-current payables (Note 14) 9,754 7,214
CURRENT LIABILITES 232,895 256,891
Short-term bank borrowings and other financial liabilities (Note 13) 25,544 103,980
Trade and other payables (Note 14) 196,897 138,035
Tax liabilites (Note 19) 7,085 7,961
Liabilities from income tax (Note 19) 3,369 6,915
TOTAL LIABILITIES AND NET EQUITY 441,215 346,217
The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the Consolidated Balance Sheet at 31
December 2011.
2

AMPER, S.A. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER
2011 AND 2010
(Thousands of Euros)
2011 2010
Net Revenue (Note 15) 392,715 261,812
+/-Changes in inventories of finished and developing
products
(172) 4,018
Procurements and materiales consumed (Nota 18) (246,898) (164,939)
Gross profit 145,645 100,891
Other operating income 4,786 6,417
Staff costs (Note 18) (89,250) (88,091)
Depreciation and amortisation charge (Note 18) (10,723) (6,454)
Other operating expenses (Note 18) (38,009) (28,387)
Results from operations 12,449 (15,624)
Financial income (Note 16) 1,969 4,023
Financial costs (Nota 16) (11,393) (7,052)
Exchange differences (Note 16) (3,027) (489)
Impairment losses recognised/reversed (net) 189 (2,501)
Results of companies consolidated by equity method --- 114
Results before tax 187 (21,529)
Income tax (Note 19) (4,587) (11,212)
Results for the year from continuing operations (4,400) (32,741)
Attributable to:
Shareholders of the Parent Company (8,338) (33,772)
Non-controlling interests (Note 11) 3,938 1,031
Earnings per share
Basic = Diluted (0.264) (1.144)
The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the consolidated income
statement for 2011.
3

AMPER, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS
ENDED 31 DECEMBER 2011 AND 2010
(Thousands of Euros)
2011 2010
CONSOLIDATED RESULTS FOR THE YEAR (4,400) (32,741)
INCOME AND EXPENSE RECOGNISED DIRECTLY IN NET EQUITY (2,603) 6,417
Cash flow hedges (183) 611
Translation differences (Note 12) (2,174) 5,799
Gains and losses on treasury shares (Note 12) (246) (203)
Other income and expenses recognised directly in net equity --- 210
TRANSFERS TO PROFIT AND LOSS ACCOUNT --- (350)
Cash flow hedges --- (350)
Translation differences --- ---
Remaining income and expenses recognised directly in net equity --- ---
TOTAL RECOGNISED INCOME/(EXPENSE) (7,003) (26,674)
a) Attributable to the Parent entity (10,941) (27,705)
b) Attributable to non-controlling interests 3,938 1,031
The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the Consolidated Statement of
Comprehensive income for 2011.
4

AMPER, S.A. AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER
2011 AND 2010
(Thousand of Euros)
2011 2010
Profit before tax 187 (21,529)
Depreciation and amortisation charge(Note 18) 10,723 6,454
Changes in long-term provisions 143 2,195
Results from companies consolidated by equity method --- (114)
Other changes (538) (295)
Corporate income tax payments (4,178) (1,998)
Impairment write-down --- 2,501
Dividends received from associates (Note 7) 4,510 ---
Cash flows from operating activities before changes in operational working
capital 10,847 (12,786)
Changes in inventories 14,225 (427)
Changes in receivables 2,089 3,559
Change in trade and other payables (9,382) (3,779)
Changes in tax liabilities --- 835
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES 17,779 (12,598)
Payments:
- Intangible assets
- Fixed tangible assets
(7,715)
(1,205)
(4,400)
(1,273)
- Non-current financial assets (5,157) (381)
- Other financial assets (883) (2,562)
Total Payments (14,960) (8,616)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (14,960) (8,616)
Other expenses/payments from financing activities --- (3,114)
Financial debt (Note 13) 3,430 32,443
Financial debt repayment (Note 13) --- (17,513)
Dividends paid to non-controlling interests (Note 12) (7,084) (2,653)
Purchase of net equity instruments --- (35)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES (3,654) 9,128
Effect of foreign exchange rate changes on foreign subsidiary cash (676) 1,358
Net change in cash and cash equivalents (1,511) (10,728)
Cash purchased in business combinations (Note 4) 8.430 ---
Beginning balance of cash and cash equivalents 53,857 64,585
Ending balance of cash and cash equivalents 60,776 53,857
The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the consolidated cash
flow statement for 2011.
5

AMPER, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2011 AND 2010
(Thousands of Euros)
Share Capital
Share
premium
Revaluation
reserves
Reserves
Treasury
shares
Translation
differences
Results for
the year
attributable to
the Parent
Company
Equity
attributable
to the
Parent
Company
Non-controlling
interests
Net Equity
Balance at 31 December 2009 29,458 16,016 684 31,327 (4,453) 12,464 (17,446) 68,050 17,709 85,759
Total recognised income/(expense)
--- --- --- 268 --- 5,799 (33,772) (27,705) 1,031 (26,674)
Dividends paid --- --- --- --- --- --- --- --- (2,653) (2,653)
Changes in equity --- --- --- --- --- --- --- --- 595 595
Item increases and decreases 2,945 (2,261) (684) (17,520) 168 --- 17,446 94 --- 94
Balance at 31 December 2010 32,403 13,755 --- 14,075 (4,285) 18,263 (33,772) 40,439 16,682 57,121
Total recognised income/(expense)
--- --- --- (429) --- (2,174) (8,338) (10,941) 3,938 (7,003)
Dividends paid --- --- --- ---- --- --- --- --- (7,084) (7,084)
Changes in equity --- --- --- ---- 213 --- --- 213 --- 213
Item increases and decreases --- --- --- (38,433) --- --- 33,772 (4,661) 16,331 11,670
Balance at 31 December 2011 32,403 13,755 --- (24,787) (4,072) 16,089 (8,338) 25,050 29,867 54,917
The Notes 1 to 27 of the attached Consolidated Annual Report are an integral part of the consolidated statement of changes in equity for 2011.
6

CONSOLIDATED ANNUAL REPORT FOR 2011
1. Activity of the Group
Amper, S.A. (the Company or Parent Company) was incorporated on 19 January 1971 as a result of
the re-registration of the Spanish Limited Liability Company Amper Radio, S.L. It has not changed its
company name since its incorporation. Its registered offices are located at C/ Marconi, 3 (P.T.M.), Tres
Cantos - 28760 Madrid.
Its corporate purpose is research, development, manufacture, repair, marketing, engineering,
installation and maintenance of telecommunications and electronic systems and equipment and their
related components, and also the acquisition, ownership, administration, intermediation, encumbrance
or use of all manner of movable property and real estate, shares, other equity interests and marketable
securities in general.
In addition to the operations that it carries out directly, Amper, S.A. heads a group of subsidiaries that
engage in a wide range of business activities and constitute, together with it, the Amper Group
(hereinafter, "the Group"). Consequently, Amper, S.A. is obliged to prepare, in addition to its own
financial statements, consolidated financial statements for the Group, which include investments in
associates.
Amper, S.A. belongs to the "Communications and Information Services" Sector, and the "Electronics
and Software" subsector. Amper’s shares have been included in the IBEX Small Cap Index since 01
July 2005.
The annual consolidated financial statements of Amper for the 2010 financial year were approved by
the General Shareholders Meeting of Amper, S.A. held on 29 June 2011.
These consolidated financial statements are presented in thousands of euros (unless expressly stated
otherwise) as the euro is the functional currency of the main economic environment of the Parent
Company. Foreign operations are included in line with the policies established in Note 3.
2. Basis for submission of the financial statements and principles of consolidation
2.1 Application of International Financial Reporting Standards (IFRSs)
The consolidated financial statements for 2011 were prepared in accordance with the International
Financial Reporting Standards. The IFRSs in force at 31 December 2011, as adopted by the European
Union are applicable (hereinafter "IFRSs"), in conformity with Regulation (EC) No. 1606/2002 of the
European Parliament and of the Council and subsequent amendments, taking into account all the
mandatory accounting principles and rules and measurement bases with a material effect, together with
the alternative treatments that applicable standards allow in this respect.
In accordance with these regulations, in the scope of application of the International Financial Reporting
Standards, and in the preparation of these consolidated financial statements of the Group, the following
points should be highlighted:
• The IFRSs are applied to the preparation of the consolidated financial information of the Group.
The financial statements of the individual companies that make up the Group continue to be
prepared and submitted in accordance with the principles and standards established in the
Spanish National Chart of Accounts.
7

• In accordance with IFRSs, these Consolidated Financial Statements comprise the following
consolidated financial statements of the Group for 2011:
- Balance sheet
- Income Statement
- Statement of Comprehensive Income
- Statement of Cash Flows
- Statement of Changes in Net Equity
• In accordance with the abovementioned regulations, for purposes of comparison we submit
the balance sheet, income statement, statement of comprehensive income, statement of
cash flows and the consolidated statement of changes in net equity for the 2010 financial year,
prepared according to IFRSs criteria.
Standards and interpretations effective in this year
Below we indicate the standards, interpretations and modifications, in accordance with the International
Financial Reporting Standards adopted by the European Union that became effective in 2011 and are
applicable to the Consolidated Financial Statements of the Group in this year.
IAS 24: Related party disclosures.
IFRS 1: Exemption from comparative provision of certain IFRS 7 disclosures.
The application of these standards, interpretations and modifications has no effect on the evaluation or
on the disclosures of the Consolidated Financial Statements of this financial year.
Standards and interpretations issued not yet in force
At the time of the preparation of these Consolidated Annual Accounts, the following are the most
significant standards and interpretations that have been published by the IASB but had not yet become
effective, either because they became effective after the date of the Consolidated Annual Accounts or
because they have not yet been adopted by the European Union:
• IAS 19 - Employee benefits. Effective for annual periods beginning on or after 1 January 2013.
• Amendment to IAS 1 – Presentation of items included in other comprehensive income. Effective for
annual periods beginning on or after 1 July 2012.
• IAS 10 - Consolidated financial statements. Effective for annual periods beginning on or after 1
January 2013.
• IAS 11 - Joint arrangements. Effective for annual periods beginning on or after 1 January 2013.
• IFRS 12 - Disclosure of interests in other entities. Effective for annual periods beginning on or after
1 January 2013.
• IFRS 13 - Fair value measurement. Effective for annual periods beginning on or after 1 January
2013.
8

• IAS 27 - Separate financial statements. Effective for annual periods beginning on or after 1 January
2013.
• IAS 28 - Investments in associates and joint ventures. Effective for annual periods beginning on or
after 1 January 2013.
• Amendment to IFRS 7 – Disclosure of derecognition of financial instruments Effective for annual
periods beginning on or after 1 July 2011.
• Amendment to IAS 12 - Recovery of underlying assets. Effective for annual periods beginning on or
after 1 January 2012.
• Amendment to IFRS 1 – Severe hyperinflation and the elimination of certain fixed transition dates.
Effective for annual periods beginning on or after 1 July 2011.
• IFRS 9 - Financial instruments. Effective for annual periods beginning on or after 1 January 2015.
• IFRIC 20 - Stripping costs in the production phase of a surface mine. The interpretation is applicable
to annual periods starting on or after 1 January 2013.
• IFRS 7 - Financial instruments: Required disclosures: modification of disclosures relating to the
offsetting of financial assets and liabilities. The rule is applicable to annual periods starting on or
after 1 January 2013.
• IAS 32 - Financial instruments: Presentation: modification of offsetting of financial assets and
liabilities. The rule is applicable to annual periods starting on or after 1 January 2014.
The Company Administrators have evaluated the potential impacts of the future application of these
rules and consider that their entry into force will not have a major effect on the Consolidated Annual
Accounts.
2.2 Basis for submission
The Consolidated Financial Statements of the Amper Group for 2011 were prepared by the Directors in
a meeting of the Board of Directors held on 29 February 2012, in accordance with the International
Financial Reporting Standards ("IFRSs") as adopted by the European Union, in conformity with
Regulation (EC) No. 1606/2002 of the European Parliament and of the Council and subsequent
amendments, in the Code of Mercantile Law and other applicable legislation, taking into account the
regulation established by the Spanish Securities and Exchange Commission (CNMV), and in particular
the Circular 1/2008 dated 30 January 2008 on periodic information on issuers whose securities are
admitted for trading on regulated markets in relation to six-monthly financial reports, interim
management statements and, as the case may be, quarterly financial reports.
These Annual Consolidated Financial Statements for 2011, prepared by the Board of Directors, will be
submitted for the approval of the General Shareholders Meeting. It is expected that they will be
approved without any modifications.
These Annual Consolidated Financial Statements are a true and faithful image of the consolidated
equity and the consolidated financial situation of the Group at 31 December 2011, and of the results of
its consolidated operations, changes in its consolidated net equity and consolidated cash flows that
have occurred in the Group in the financial year ending on that date.
9

The consolidated financial statements of the Amper Group for 2011 were prepared on the basis of the
accounting records kept by the Company and by the other Group companies. Each company prepares
its financial statements according to the accounting principles and criteria in force in the country in
which it carries out its operations. Therefore, the necessary adjustments and reclassifications have
been made in the consolidation process to ensure homogeneity among these principles and criteria to
make them compliant with IFRSs.
The Consolidated Financial Statements for 2010 included for comparative purposes were also prepared
in accordance with the IFRSs adopted by the European Union that are consistent with those applied in
2011.
Based on the expectations arising from the application of the approved business plan, and considering
the progress made in renegotiating the debt with financial entities during 2011, the Directors consider
that the application of the principle of 'going concern' is suitable in the preparation of the Financial
Statements.
2.3 Responsibility for information, estimates made and litigation relevant to the application of
accounting policies
The information contained in these Consolidated Financial Statements is the responsibility of the
Administrators of the Group.
In preparing the Consolidated Financial Statements, estimates made by the Group's management were
occasionally used to quantify some of the assets, liabilities, revenues, expenses and commitments that
appear in them. Basically, these estimates refer to:
• The appraisal of assets and goodwill to determine the existence of losses due to impairment
(Notes 3a and 3d), and also the recoverable sum of assets through deferred tax (Note 4l).
• The working life of the tangible and intangible assets (Notes 3b, 3c).
• The hypotheses used to calculate the fair value of the financial instruments (Note 3e).
• The probability of occurrence and the amount of liabilities of an indeterminate sum or
contingent liabilities (Note 3i).
• Provision for unissued invoices and unreceived invoices.
• Income from contracts is recognized using the degree of completion method. This method is
based on estimates of the degree of completion of the project. Depending on the methodology
used to determine the progress of the project, the significant estimates include total contract
cost, the costs required to complete the works, total income from the contract, contract risks and
other litigation (Note 3j).
Despite the fact that these estimates were made on the basis of the best information available at the
time of preparation of this Consolidated Financial Statements, based on the facts analysed, it is
possible that events may take place in the future that could oblige us to modify them (upwards or
downwards) in subsequent financial years. This would be done prospectively according to IAS-8,
recognising the effects of changed accounting estimates on future consolidated financial statements.
10

During financial years 2010 and 2011, different reorganizations have taken place in the Group in the
business lines in which it operates. After each reorganization, the Group has performed an exhaustive
analysis to identify independent cash inflows for the purposes of defining the Cash-Generating Unit.
In the preparation of these Consolidated Annual Accounts, the Group has analyzed the functional
currency of the eLandia Group during the present financial year. As a result of this analysis, the Group
determined that the functional currency of the eLandia Group, in accordance with applicable standards,
is the U.S. dollar.
2.4 Basis of consolidation
Subsidiaries:
Subsidiaries are companies over which the Company, either directly or indirectly through subsidiaries,
exercises control. Control is considered as the power to govern financial and operating policies of an
entity, for the purpose of obtaining profits from its activities, taking into account potential voting rights
that can be exercised or converted at the end of the accounting period held by the Group or by third
parties.
The subsidiaries are consolidated by the global integration method, and all their liabilities, revenues,
expenses and cash flows are included in the consolidated financial statements after making
adjustments and eliminations relating to intra-group transactions.
The revenues, expenses and cash flows of the subsidiaries are included in the Consolidated Financial
Statements since the acquisition date, date in which the Group has the control of them. The subsidiaries
are excluded from the consolidation since the date when Group has no control.
The consolidation of the operations of the parent company and of the consolidated subsidiaries has
been done according to the following basic principles:
1. At the date of acquisition (when the Group has the control of the business acquired), the
assets, liabilities and contingent liabilities of the subsidiary are recorded at market value. In the
event of a positive difference between the acquisition cost of a subsidiary and the market value
of its assets and liabilities, proportional to the parent company's participation, this difference is
entered as goodwill. If the difference is negative, it is credited to the Consolidated Income
Statement.
2. The goodwill stated in the business combinations has not been amortised since 1 January 2004
(the transition date to IFRSs), although they have been reviewed at least annually to analyse
the need for possible writing down.
3. The value of non-controlling interests in the equity and in the results of the fully consolidated
subsidiaries global is presented under "Net equity - of Non-Controlling Interests" in the
Consolidated Balance Sheet and "Profit for the year - Non-controlling Interests" in the
Consolidated Income Statement, respectively.
4. The financial statements of the foreign companies with a functional currency different from the
euro are translated to euros as follows:
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a. Assets and liabilities: applying the exchange rate in force on the date of closure of
the consolidated financial statements.
b. Items in the Income Statements use the average exchange rate of the financial year
that most closely matches the exchange rate of each transaction.
c. The net equity is translated at the historical exchange rate effective on the date of
acquisition (or at the average exchange rate in the year it was generated, both in the
case of accumulated earnings and contributions made), as the case may be.
d. Exchange differences arising on translation of the financial statements are recorded
under "Equity- translation differences", within the Net Equity.
5. The accounting policies of subsidiaries have been adapted to the accounting policies of the
Group for like transactions and other events in similar circumstances (IAS 27.24)
6. The annual accounts or financial statements of subsidiaries used in the consolidation process
reflect the same date of presentation and period as those of the Controlling Company.
7. Balances and transactions between Group companies and unrealized gains and losses have
been eliminated in the consolidation process. Nevertheless, unrealized losses are considered
as indicative of impairment of the value of the transferred assets.
Note 27 to the consolidated financial statements lists details of the subsidiaries and related information
(name, country of incorporation and the percentage of ownership of the parent company in its capital).
Associates:
Associates are companies over which the Company, either directly or indirectly through subsidiaries,
exerts a significant influence. Significant influence is considered as the power to participate in financial
and operating policy decisions of an entity, but not control or joint control over such decisions. In
assessing the existence of significant influence, potential voting rights that are exercisable or convertible
at each year-end period are taken into account, as well as potential voting rights held by the Group or
by another entity.
Investments in associates are accounted for using the equity method, from the date on which significant
influence is exercised up to the date on which the Company can no longer provide evidence of such
influence. However, if on the acquisition date, they fulfill the conditions to be classified as non-current
assets or disposable groups of elements held-for-sale, they are recorded at fair value less sales costs.
Investments in associates are initially recognized at the cost of acquisition, plus any costs directly
attributable to the acquisition and any receivables or payables contingent on future events or on
compliance with certain conditions.
12

Any cost of the investment in excess of the Group’s percentage share in the fair values of identifiable
net assets is recognized as goodwill and included in the book value of the investment. Any shortfall,
after the cost of the investment is evaluated and the associate’s net assets are identified and measured,
is recognized as income when determining the investor’s share in the associate’s profits for the year of
acquisition.
The Group’s share in the profit or loss of associates obtained since the date of acquisition is recorded
as an increase or decrease in the value of the investment with a charge or a credit to the
“Shareholdings” item in the associates’ income statement for the financial year, and accounted for using
the equity method in the consolidated income statement. Likewise, the Group’s share in other
comprehensive income of associates obtained from the date of acquisition is recorded as an increase or
decrease in the value of the investment in associates, recognizing the balancing item on a separate line
within other comprehensive income. Dividend distributions are recognized as reductions in the value of
the investments. Income or expenses deriving from the acquisition method are considered to determine
the Group's share in profits or losses, including impairment losses recognized by associates.
The Group’s share in the profit or loss of associates and in changes in net equity is determined on the
basis of the share of ownership at the close of the financial year, without taking into account the
possible exercise or conversion of potential voting rights.
The Group’s share in the profit or loss of associates is recorded after taking into account the effect of
dividends, agreed or otherwise, corresponding to preferred shares with cumulative rights that have been
classified in net equity accounts.
Losses in associates that correspond to the Group are limited to the value of the net investment, except
where it has assumed implicit or legal obligations or has made payments on behalf of associates.
Unrealized profit or loss in transactions between the Group and associates are recognized only to the
extent of unrelated investors’ interests in the associate. This criterion is not applicable to the recognition
of unrealized losses that provide evidence of impairment of the transferred asset.
The accounting policies of associates have been standardized to reflect the same accounting period
and measurement basis in the same terms as those described for subsidiaries.
Non-controlling interests:
Non-controlling interests in subsidiaries acquired after 1 January 2004 are recognized at the acquisition
date at the proportional part of the fair value of the identifiable net assets. Non-controlling interests in
subsidiaries acquired prior to the transition date were recognized at the proportional part of the net
equity of the subsidiary at the date of the first consolidation.
Non-controlling interests are presented in consolidated net equity separately from equity attributed to
shareholders of the Controlling Company. Non-controlling interests in consolidated financial year
income and total comprehensive consolidated income are also presented separately in the consolidated
income statement and the consolidated statement of comprehensive income.
13

The Group’s share in non-controlling interests in consolidated financial year income and in changes in
the net equity of subsidiaries, after adjustments and eliminations deriving from consolidation have been
taken into account, is determined on the basis of the share of ownership at the end of the financial year,
without taking into account the possible exercise or conversion of potential voting rights and after
discounting the effect of dividends, agreed or otherwise, of preferred shares with cumulative rights that
have been classified in net equity accounts. However, the Group’s share and non-controlling interests
are determined taking into account the eventual exercise of potential voting rights and other derivative
financial instruments which, in essence, currently grant access to financial benefits associated with
ownership interests, namely, the right to participate in future dividends and in changes in the value of
subsidiaries.
The excess losses attributable to non-controlling interests generated prior to 1 January 2010, which are
not chargeable to these interests because they exceed the amount of the share in the equity of the
subsidiary, are recorded as a decrease in net equity attributable to shareholders of the Controlling
Company, except in those cases in which the non-controlling interests have a binding obligation to
assume all or part of the losses and have the capacity to make the necessary additional investment.
The benefits obtained in subsequent financial years are allocated to net equity attributable to
shareholders of the Controlling Company, until the losses assumed in previous accounting periods
corresponding to non-controlling interests have been recovered.
As of 1 January 2010, income and each element of other comprehensive income are allocated to net
equity attributable to shareholders of the Controlling Company and to non-controlling interests in
proportion to the share, even if this implies a debit balance of non-controlling interests. Agreements
between the Group and non-controlling interests are recognized as separate transactions.
Changes in the share of Group subsidiaries, which do not give rise to a loss of control, are included
under net equity and have no impact on goodwill or on profit or loss for the period.
14

3. Assessment standards
The principal assessment standards used in the preparation of the attached consolidated financial
statements were the following:
a) Goodwill
The goodwill generated in consolidation represents the excess of the acquisition cost over the
Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary on the date
of acquisition, unless it is not possible to determine the fair value of the assets.
Goodwill is considered an asset of the acquired company and, therefore, in the case of a
subsidiary with a functional currency different from the euro, it is measured at the functional
currency of that company, the translation to euros being made at the exchange rate in force at
the balance sheet date.
In accordance with IAS 36 ("Impairment of assets"), if goodwill has been distributed to a Cashgenerating
Unit and the entity disposes of an operation within that unit through another channel,
the goodwill associated with the operation will be:
(a) included in the book value of the operation when determining the profit or loss on
disposal through another channel; and
(b) measured based on the relative values of the operation disposed of through
another channel and the portion of the Cash-generating Unit retained, unless the
entity can demonstrate that another method better reflects the goodwill associated
to the operation disposed of through another channel.
Goodwill is recognised as an asset, and at each accounting close an estimate will be made to
see if there has been any impairment that reduces the value to a sum below the recorded cost. If
this is the case, the appropriate write off is made under "Loss due to impairment/reversion of the
impairment of assets" on the consolidated income statement. Losses for impairment related to
goodwill are not the object of subsequent reversion.
b) Intangible assets
Intangible assets are initially recognised at their acquisition or production cost, and subsequently
at cost less, as the case may be, any accumulated depreciation and impairment losses.
Intangible assets are generally amortised over 5 years.
Expenditures on research activities are recognised as an expense in the year in which it is
incurred. Development expenditures are specifically identified per individual project, and their cost
is clearly established so that it can be distributable over time. Likewise, the Group's Management
has good reasons to expect the technical success and economic-commercial profitability of these
projects and in addition to the technical and financial resources to enable completion of the asset.
These development expenditures are recognised, when it is incurred, at acquisition price or
production cost and is amortised on a straight-line basis over 3-5 years.
15

The criteria used to recognise impairment losses on assets and, as the case may be, the
recovery of impairment losses recorded in previous years are similar to those applied to tangible
assets (Note 3d).
c) Tangible fixed assets
Tangible fixed assets are stated at cost, less any accumulated depreciation and any recognised
impairment losses.
At 31 December 1996 the tangible fixed assets of the main Group companies in Spain were
revalued, pursuant to Royal Decree-Act of 7 June 1996. At 31 December 2011, the net value
resulting from this revaluation was not significant.
The replacement or renewal of complete elements that increase the working life of the asset, or
its economic capacity, are recognised as additions to tangible fixed assets, and the elements
replaced or renewed are derecognised. Periodic maintenance, upkeep and repair expenses are
recognised in the income statement as incurred within the year.
The criteria for the recognition of impairment losses for these assets and, where applicable, the
recovery of any impairment losses recorded in previous financial years are similar to those used
for the assets (Note 3d).
The Company Administrators consider that the book value of the assets does not exceed their
recoverable amount.
Tangible fixed assets, net in the case of their residual value, are depreciated on a straight-line
basis the cost of the different elements of said fixed assets over their estimated working life (in
years) in the period over which companies expect to use them:
Annual Percentage
Lands and buildings 2.0% - 14.0%
Plant and machinery 10.0% - 20.0%
Other facilities, tooling and furniture 10.0% - 33.0%
Other fixed assets 10.0% - 20.0%
The gain or loss resulting from the disposal or retirement of an asset is calculated as the
difference between the sales proceeds and the book value of the asset, and is recognised in the
income statement.
d) Impairment of tangible and intangible assets and goodwill.
At the balance sheet date, or whenever there is evidence of impairment in value, the value of the
assets is analysed to determine if there is any sign that they have suffered an impairment loss. If
this is seen to be the case, an estimate is made of the recoverable sum of the asset to determine
the sum of the required write down. Where the identifiable asset does not generate cash flows
independently, the Group estimates the recoverable amount of the Cash-generating Unit to which
the asset belongs.
16

Goodwill is not amortized; instead, impairment tests are carried out. These tests are performed
annually or when there are indications that these sums may not be fully recoverable. Impairment
losses related to goodwill are irreversible. Impairment tests on goodwill are made together with
those on assets allocated to the cash-generating unit (or groups of cash-generating units), from
which it is expected to benefit from the synergies of a business combination.
In the case of Cash-generating Units to which goodwill or intangible assets with an indefinite
working life, the recoverability analysis is systematically done at the end of each year or in
circumstances when it is considered necessary to carry out this analysis.
The recoverable sum is the greater between the market value less the cost required for its sale
and its value in use, this being understood as the discounted current value of future estimated
cash flows. To calculate the recovery value of the tangible fixed assets and the goodwill, value in
use is the criterion used by the Group in almost all case.
To estimate the value in use, the Group prepares its forecasts of future cash flows after tax based
on the most recent budgets approved by the Company Administrators. These budgets
incorporate the best available estimates of revenues and costs of the Cash-generating Units
using sector forecasts, past experience and future expectations. The forecasts cover the next five
financial years, including an appropriate residual value for each business, using the most suitable
growth rate for each cash-generating unit (coinciding with that estimated by the analysts).
These flows are discounted to calculate their discounted current value at a rate (after tax) that
includes the capital cost of the business and the geographical area in which it takes place. To
calculate it, the current cost of money is calculated and the risk premiums generally used by
analysts for the business and geographical area (this being calculated as the difference between
the Spanish government bond and the bond period of the country in which international
operations are carried out).The result in 2011 is a discount rate of between 10.5% and 14.5%
(between 9.2% and 13.8% for 2010), depending on the business being analysed and the country
risk considered.
If the recoverable sum is lower than the net book value of the asset, a provision is recorded for
impairment loss for the difference, with a charge to "Net impairment/reversion losses" in the
Consolidated Income Statement.
Impairment losses recognised for an asset in previous years are reversed when there is a change
in the estimates of its recoverable sum, increasing the book value of the asset with a credit to
income at the maximum book value that the asset would have had if the write down had not been
carried out. Impairment losses on goodwill are not reversible.
17

e) Financial instruments
Financial investments
The Group classifies its non-current and current financial investments, excluding those valued by
the equity method and those held for sale, in four categories:
- Loans and receivables (other non-current assets): these are recorded at amortised cost,
(basically the cash delivered) less principal repayments, plus the accrued interest
receivable, in the case of loans, and at the current value of the consideration paid, in the
case of receivables.
The Group records provisions at the difference between the recoverable amount of the
receivables and the book value at which they are recorded.
- Held-to-maturity investments: those for which the Group has the intention and capacity to hold
until their date of maturity. They are also accounted for at amortised cost. At 31 December
2010 and 2011 the Group had no financial instrument that could be classified in this category.
- Financial assets recorded at fair value through profit and loss: these include the business
portfolio and financial assets that are managed and valued according to the fair value criterion.
At 31 December 2010 and 2011 the Group had no financial instrument that could be classified
in this category.
The company derecognises financial assets when they expire or when it has transferred the
rights on the cash flows of the particular financial asset, and the risks and benefits inherent to
owning them have been substantially transferred, e.g. assignments of commercial loans in
factoring operations in which the company has no credit or interest risk. In contrast, the Company
does not derecognise financial assets, and acknowledges a financial liability for a sum equal to
the consideration received, in assignments of financial assets in which the risks and benefits
inherent to owning them are substantially retained, such as bill discounting or "recourse
factoring”.
Cash and other cash equivalents.
Cash on hand and at banks, demand deposits and other high-liquidity short-term investments that
can be converted into cash and have an insignificant risk of change in value are recorded under
this heading in the consolidated balance sheet.
Financial liabilities
Financial liabilities are generally recognised at the amount received, net of the transaction costs
incurred. In subsequent periods, these obligations are measured at amortised cost, using the
effective interest rate method. Financial expenses, including premiums payable in liquidations or
reimbursement and direct issue costs follow the criterion of accrual in the consolidated income
statement, using the effective interest rate method. These are added to the book value of the
liabilities in the proportion that they are not liquidated in the period in which they occur.
18

Derecognition and modification of financial liabilities
The Group derecognizes all or part of a financial liability when the obligations inherent in the
liability have been satisfied or when it has been legally released from the main responsibility
included in the liability, either by virtue of a court ruling or by the creditor.
The exchange of debt instruments between the Group and the counterparty, or a significant
modification of liabilities that have been initially recognized, are accounted for as a cancellation of
the original financial liability and the recognition of a new financial liability, provided the
instruments have substantially different terms.
The Group deems that the terms are substantially different if the discounted present value of the
cash flows under the new terms, including any fees paid net of any fees received and discounted
using the original effective interest rate, vary by at least 10 per cent with respect to the discounted
present value of the remaining cash flows of the original financial liability.
If the exchange is recorded as a cancellation of the original financial liability, any costs or fees
incurred are recognized in the income statement as part of the gain or loss of the cancellation.
Otherwise, any costs or fees incurred are adjusted to the book value of the liability and are
amortized using the straight-line method over the remaining term of the modified liability.
The Group recognizes the difference between the book value of all or part of a financial liability
that has been cancelled or transferred to a third party and the consideration paid, including any
assets transferred other than cash or the liability assumed in the income statement.
The Group has contracted confirming services with several financial institutions to manage
payment to suppliers. The Group uses the above criteria to assess whether it should derecognize
the original liability with commercial creditors and recognize a new liability with the financial
institutions. Commercial liabilities, whose settlement is being handled by financial institutions, are
shown under the heading of trade and other accounts payable, to the extent that the Group has
only transferred the management of the payment to the financial institutions, and continues to be
the primary obligator for payment of the debt before trade creditors.
In turn, debts maintained with financial institutions as a result of the sale of commercial liabilities
are recognized under the entry, commercial debt paid in advance by credit institutions, in the
trade and other accounts payable item of the consolidated balance sheet.
Derivatives and hedging operations
The derivatives held by the Group mainly correspond to interest rate hedging operations and set
out to eliminate (or significantly reduce) these risks in underlying hedged transactions.
The Group opted to designate these instruments wherever possible (compliant with the
requirements of IAS 39) as hedging instruments in hedging relationships. For a derivative to be
considered for hedge accounting (according to NIC39), the Group needs to hedge the risk of
changes in the value of assets and liabilities due to price fluctuations, the interest and/or
exchange rates to which the position or balance be hedged is subject ("fair value hedges").
19

Likewise, the Group needs to effectively eliminate the exposure inherent in the hedged item or
position throughout the forecast term of the hedge. There needs to be documentary evidence that
the designation of the derivative specifically took place to hedge certain balances or transaction,
and the manner in which this effective hedge would be achieved and measured.
Derivatives are initially recorded at acquisition cost in the Consolidated Balance Sheet and the
required value adjustments are subsequently made to reflect their fair value at all times, being
recorded under "Non-Current Financial Assets" in the consolidated balance sheet if they are
positive, and under "Bank Borrowings and Other Financial Liabilities" in the Consolidated Balance
Sheet if they are negative. Gains or losses from these fluctuations are recognised in the
consolidated income statement unless the derivative has been designated as a hedging
instrument that is highly effective, in which case -depending on the hedging- they are assigned to
equity, net of the tax effect, until they are realised or in the consolidated income statement,
offsetting change in value of the hedged item.
A hedge is considered highly effective when the changes in the fair value or in the cash flows of
the underlying operation directly attributable to the hedged risk are offset by the changes in the
fair value or cash flows of the hedging instrument, with an effectiveness of between 80%-125%.
The inefficient portion of the hedge is directly recognised in the consolidated income statement.
The fair value of the derivative financial instruments is calculated as follows:
• Derivatives quoted in an organised market: at market price at the end of the financial
year.
• In the case of derivatives not traded in organised markets, the Group uses for the
assessment the expected cash flows discounts based on spot and futures market
conditions at the end of each financial year.
• The Group discontinues hedge accounting prospectively if the hedging instrument
expires, is sold or the hedge no longer complies with the conditions which qualified it for
hedge accounting or the Group revokes the designation. In these cases, the amount
accumulated in other comprehensive income is not recognized in the income statement
until the expected transaction takes place. Notwithstanding the above, the amount
accumulated in other comprehensive income is reclassified to financial income or
expense as soon as the Group no longer expects the intended transaction to occur.
f) Trade and other receivables
Receivables are initially recognised in the consolidated balance sheet at their market value, and
are subsequently valued at amortised cost using the effective interest rate.
The Group recognises provisions based on the difference between the recoverable amount of the
receivables and the book value at which they are recorded. The recoverable amount of debt is
calculated by discounting estimated future cash flows, using the effective interest rate at the
transaction date.
20

Impairment losses, defaults on loans and other receivables and debt instruments are recognized
by means of an entry in the allowance account of financial assets. As soon as it is considered that
the impairment or default are irreversible, the book value is eliminated and the amount is charged
to the allowance account.
g) Inventory
Inventory is valued at the lower of cost and net realisable value. The cost includes direct
materials and, as the case may be, direct labour costs and the overheads incurred when
transferring inventory to its current location and condition.
The cost price is calculated using the weighted average method. Net realisable value is the
estimate of the selling price minus all estimated costs of completion and costs incurred in
marketing, selling and distribution.
Trade discounts, rebates and other similar items are deducted in the determination of the
purchase price.
The Company makes an assessment of the realisable net value of the inventory at the end of the
financial year, based on the ageing and turnover of the materials, recognising a loss when these
are seen to be overstated. When the circumstances that previously caused inventory to be written
down, or when there is clear evidence of an increase in the realisable net value due to a change
in economic circumstances, the write-down is reversed.
h) Government grants (Deferred revenues)
Grants related to assets are received for investments in tangible and intangible fixed assets and
are taken to income in proportion to the depreciation/amortisation of the subsidised assets.
Operating grants are taken to income in the year in which they are granted.
i) Provisions
At the time of formulating the financial statements of the consolidated companies, their respective
Administrators differentiate between:
• Provisions: credit balances that cover obligations present at the balance sheet date arising from
past events that could cause a loss for the companies. They are specific in nature but
indeterminate in terms of their sum and/or time of cancellation, and
• Contingent liabilities: possible obligations arising from past events, whose materialisation
depends on whether (or not) one or more future events occur that are outside the control of the
consolidated companies.
The Group's consolidated financial statements include all major provisions, so it is estimated that
the probability of having to cover the debt is greater than the opposite case (Note 12). Contingent
liabilities are not recognised in the annual consolidated financial statements, but rather are
disclosed (Note 24).
Provisions - which are quantified based on the best available information on the consequences of
the event giving rise to them and are reviewed and adjusted at the end of each year - are used to
take on the specific obligations for which they were originally recognised. They are then reversed
(totally or partially) when these obligations no longer exist or are reduced.
21

At the end of 2011 a number of legal proceedings and claims were in progress against the
consolidated companies arising from the normal performance of their activities. Both the Group's
legal advisers and Administrators consider that the outcome of these proceedings and claims will
not have a significant effect on the financial statements of the years affected.
j) Recognition of income and expenses
Income and expenses are recorded on an accrual basis.
Revenue is recognized when the gross input of economic benefits arising in the course of the
Group's ordinary activities during the financial year occurs, provided that this input of benefits
creates an increase in equity that is not related to contributions of the owners of the equity and
such benefits can be measured reliably. Revenue is stated at the fair value of the consideration
received or receivable.
Revenue arising from the provision of services is only recognized when it can be reliably
estimated and depending on the degree of completion of the service at the date of the balance
sheet.
Interest income is accrued on a time proportion basis, referenced to the principal outstanding and
the effective interest rate applicable.
(i)
Identification of transactions
The Group assesses whether there are different elements in a transaction, in order to apply
income recognition criteria to each one.
(ii)
Sale of goods
Revenue from sales of goods is recognized when the Group:
• Has transferred the major risks and benefits inherent in the ownership of the goods to
the purchaser:
• No longer has any involvement in the ordinary management of the goods sold to the
degree usually associated with ownership, and does not retain effective control over the goods;
• The amount of income and the costs incurred or to be incurred can be reliably
calculated;
• It is likely that economic benefits will be obtained in relation to the sale; and
• The costs incurred or to be incurred in regard to the transaction can be reasonably
measured.
The Group sells certain goods that are subject to guarantees. In these cases, the sales of goods
are recognized as soon as they fulfill the above conditions and it is possible to reliably estimate
the amount of the guarantees based on past experience and other relevant factors. The
estimated amount of the guarantees is recorded with a credit to the cost provisions established
for this purpose.
22

(iii)
Sale of goods subject to installation and inspection requirements
The Group sells goods that are subject to installation and inspection requirements. Sales are
recognized when the purchaser accepts the goods and the installation and inspection processes
have been completed. However, the sale of goods is recognized immediately in those cases in
which there is only a minor installation process or an inspection is performed solely to determine
the final contract price.
(iv)
Transfers of customer assets
Income from transactions in which risks and benefits are continually transferred as the work
advances are recognized according to the degree of completion method set forth in Note 2.
(v)
Provision of services
Revenue arising from the provision of services is recognized taking into account the degree of
completion of the provision of services at the end of the accounting period, if the income from the
transaction can be reliably estimated. This situation arises when the amount of the revenue; the
degree of completion; the costs already incurred and those to be incurred can be reliably
calculated and it is likely that the economic benefits arising from the provision of service will be
received.
The Group determines the degree of completion of the provision of services using the costincurred
method.
In the case of the provision of services in which final income cannot be reliably estimated, income
is only recognized up to the limit of the recoverable expenses recognized.
On a regular basis, the Group assesses for onerous service contracts and, if any are identified,
establishes the necessary provisions.
k) Classification of expenses as current and non-current
In the attached consolidated balance sheet expenses are classified according to their due date,
i.e. those due at twelve months or less are current and those above that period are non-current.
In the case of loans that mature in the short term but whose long-term refinancing is assured at
the Company's discretion - through insurance policies with long-term maturity - they are classified
as non-current liabilities.
l) Profits tax; deferred taxes
Profits tax is recognised in the consolidated income statement or in equity accounts in the
consolidated balance sheet, depending on where the profit or loss has been recorded.
Differences between the book value of the assets and liabilities and their tax bases generate the
deferred tax on assets or liabilities, calculated at the tax rates that are expected to apply when
the asset is realised or the liability is settled
23

Changes in deferred tax assets or liabilities that do not arise from business combinations are
recognised in the consolidated income statement or directly in equity in the consolidated balance
sheet, as the case may be.
Changes in deferred taxes that arise from business combinations and are not recognised in the
takeover because their recovery is not assured, are assigned by reducing, if applicable, the book
value of the goodwill recognised when the business combinations was accounted for or, if no
such goodwill exists, using the standard method.
Deferred tax assets are only recognised when it is expected that future taxable profits will be
earned that allow their application (Note 19).
Tax credits arising from events that occurred in financial year reduce the accrued sum of profits
tax unless there are doubts about realisation, in which case they are not recognised until there is
evidence that it is very likely that the sum will be recovered. In this case, the same criterion as for
assets derived from negative tax bases will be applied. At the end of each year, tax benefits
recorded are reviewed, maintaining those that are highly likely to be recovered within 10 years in
the consolidated balance sheet.
Amper S.A. is the parent company of Tax Consolidation Group no. 31/90, together with the
following companies:
• Amper Sistemas, S.A.
• Sociedad Anónima de Finanzas y Telecomunicación.
• Epicom, S.A.
• Landata Comunicaciones de Empresa, S.A.
The companies in the Tax Consolidation Group signed an agreement regulating the criteria for
the application and distribution of the tax burden of the Group, the tax credits generated by the
companies and the recognition and settlement of payables and receivables that could arise from
this (Note 19).
m) Earnings per share
Basic earnings per share are calculated by dividing profit or loss attributable to the controlling
company and the average weighted number of ordinary shares in circulation during the year,
excluding the average number of shares of the controlling company held in the Group's portfolio.
The Group has not carried out any kind of transaction that has led to diluted earnings per share
different from basic earnings per share.
n) Foreign currency transactions
Transactions in currencies other than the functional currency of each company are recorded in
the functional currency of the Group (€) at the exchange rate in force at the time of the
transaction. During the year, the differences that arise between the exchange rate accounted for
and the rate in force at the date of collection or payment are recorded as finance costs or finance
income in the consolidated income statement.
Likewise, balances payable or receivable at 31 December of each year denominated in
currencies other than the functional one (in which the financial statements of the companies that
make up the scope of consolidation are denominated) are made at the exchange rate in force at
the closure.
24

Adjustments to goodwill and fair value generated in the acquisition of a foreign company are
considered assets and liabilities of the foreign company and are translated at the closing
exchange rate.
o) Consolidated statements of cash flows
The following definitions are used in the consolidated cash flow statements:
Cash flows: inflows and outflows of cash and its equivalents, these being short-term investments
of high liquidity with a low risk of changes to their value.
Operating activities: normal company activities and others that cannot be classified as investment
or financing activities.
Investment activities: the acquisition and disposal of long-term assets and other investments not
included in cash and its equivalents.
Financing activities: activities that produce changes in the size and composition of the equity and
borrowings of the Group companies that are not operating activities.
p) Equity instruments
Capital instruments and other equity instruments issued by the parent company are recorded in
the equity accounts for the sum received, net of direct issue costs.
Treasury shares acquired by the Company in the financial year are recorded at the value of
consideration paid in exchange, directly as a lower value of equity. No results arising from the
purchase, sale, issue or amortisation of the company's own equity instruments are recognised in
the income statement, while the differences between the purchase value of treasury shares and
the value obtained in their disposal is recognised in the equity reserves account.
q) Leases
Leases are classified as financial leases provided that, based on their conditions, the risks and
benefits inherent to the ownership of the asset under the contract are substantially transferred to
the lessee. Other leases are classified as operating leases.
Operating lease
Expenses arising from operating lease agreements are charged to the consolidated income
statement in the financial year in which they accrue.
Any collection or payment that may be made on contracting an operating lease will be considered
an advance collection or payment assigned to income throughout the period of the lease, as the
profits from the leased asset are transferred or received.
25

) Compensation for dismissal
In accordance with the current legislation, the Group is obliged to pay compensation to
employees with whom, under certain conditions, it terminates labour relations. Therefore,
compensation for dismissal that can be reasonably quantified is recorded as an expense in the
financial year in which the decision to dismiss is made.
Compensations related to restructuring processes are admitted when the Group has an implicit
obligation, that is, when there is a detailed formal plan in connection with these processes, and
when a valid expectation has been created among the affected staff that a restructuring process
will be carried out, either by beginning to implement the plan or by announcing its main features.
s) Share-based payments for goods and services
The Group recognizes goods or services received or acquired in a share-based transaction when
it obtains the goods or when the services are received. An increase in net equity will be
recognized if the goods or services are received in a share-based transaction settled with equity
instruments, and a liability will be recognized in the case of a cash-settled transaction, with a
balancing entry in the income statement or on the asset side of the consolidated statement of
financial position.
The Group recognizes share-based payment transactions settled by means of Group equity
instruments, including capital increases for non-monetary contributions, as well as the
corresponding increase in related net equity, at the fair value of the goods or services received,
unless fair value cannot be reliably determined, in which case value is determined by reference to
the fair value of the equity instruments delivered.
The delivery of equity instruments in exchange for services provided Group employees, or by third
parties who provide similar services, is valued by reference to the fair value of the equity
instruments offered.
(i)
Share-based payments to employees settled by the issuance of equity instruments
Payments to employees through the issuance of equity instruments are recorded by applying the
following criteria:
i. If the equity instruments granted become irrevocable immediately at the time of granting,
the services received are recognized with a debit to the income statement and the
resulting increase in net equity;
ii.
If the equity instruments granted become irrevocable after the employee has completed
a specific period of service, the services received are recognized during the vesting
period with a credit to net equity.
The Group determines the fair value of the instruments granted to employees on the date of
granting.
Vesting conditions referenced to the market and other non-determining vesting conditions are
taken into account in the determination of the fair value of the instrument. The vesting conditions,
other than those referenced to the market, are taken into account by adjusting the number of
equity instruments included in the determination of the transaction amount so that, ultimately, the
amount recognized for the services received is based on the number of equity instruments that
will eventually become consolidated. Consequently, the Group recognizes the amount
corresponding to the services received during the vesting period, based on the best estimate of
the number of instruments that are going to become consolidated and this estimate is reviewed on
the basis of the number of rights that are expected to be consolidated.
26

Once the services received and the corresponding increase in net equity have been recognized,
no additional adjustments will be made to net equity after the vesting date, without prejudice to
the corresponding reclassifications in net equity.
(ii)
Tax effect
In accordance with Spanish tax laws, share-based payments to employees are deductible for
profit tax purposes for the intrinsic value of the stock options at the time of exercise, thus giving
rise to a deductible temporary difference between the future deductible amount allowed by the tax
authorities and the book value of zero of the share-based payments. At the close of the financial
year, the Group estimates the future tax deduction based on the price of the shares at that time.
The amount of the tax deduction is recognized as current or deferred profit tax, with a balancing
entry in the income statement, recording any surplus in net equity accounts.
t) Environmental assets
Environmental assets are considered to be assets used on a lasting basis in the Group’s
operations whose main purpose is to minimize the impact on the environment and to protect and
enhance the environment, including the reduction or elimination of any future pollution.
The activities of the companies in the Amper Group, due to their nature, do not have a significant
impact on the environment.
27

4. Business Combinations and Goodwill
Business combinations
On 31 March 2011, a corporate transaction was completed in which Amper, S.A. contributed 89.6%
of the share capital of Hemisferio Norte Brasil, S.L Unipersonal (a new company created by Amper
subsidiary Hemisferio Norte S.L. on 28 March 2011) in exchange for 85% of eLandia International
Inc., a percentage that corresponds to 150,745,913 shares. This percentage of 89.6% in Hemisferio
Norte Brasil, S.L.U. includes, through an indirect contribution to the incorporation of the company,
79.7% of the Brazilian subsidiary, Medidata Informática, S.A.
The transaction was completed after due compliance with the conditions precedent and
requirements for the closing of a transaction of this nature (authorization and licenses from third
parties, etc.), although the shares that are the object of the exchange between parties remained on
deposit until 31 May 2011, the date on which a series of formalities were satisfied in Brazil and in
Spain (basically, legalization of the contract by notary publics of Brazil and Spain and
communication to local tax authorities).
The business acquired has generated revenue in the amount of 130,781 thousand euros and
consolidated losses attributed to shareholders of the controlling company, during the period
between the acquisition date (31 March 2011) and the close of financial year 2011, for an amount
of 2,519 thousand euros.
If the purchase were to have taken place on 1 January 2011, Group revenue and consolidated
losses attributed to shareholders of the controlling company, during the annual period ending on 31
December 2011, would have been 420,597 thousand euros and 8,662 thousand euros,
respectively.
The breakdown of the consideration paid, the estimated fair value of the net assets acquired and
the goodwill are as follows (in thousands of euros):
Fair value of net assets acquired:
Thousands of
euros
Non-current assets
35,529
Goodwill
7,807
Cash and other current assets
71,865
Non-controlling interests
(11,252)
Non-current liabilities
(24,269)
Trade accounts payable and other current liabilities (84,141)
Total value of net assets (4,461)
Total value of net assets acquired (85%) (3,792)
Fair value of net assets delivered
Goodwill (excess of net assets acquired with respect to
acquisition cost)
1,586
5,378
28

The most relevant factors regarding the recognition of goodwill are the future expectations for the
business acquired. The Group performed an allocation analysis of goodwill regarding the assets and
liabilities acquired and were not able to identify any that needed to be recognized individually.
The shares of eLandia Internacional, Inc. are listed on the OTC Bulletin Board, although a formal
proposal was submitted on 2 November 2011 by the Board of Directors of Amper, S.A. to the Board of
Directors of eLandia to have the shares delisted at the beginning of 2012.
Goodwill
The balances and changes for the years ending 31 December 2011 and 2010 for items included under
"Goodwill" are as follows:
(Thousands of euros)
Translation
31.12.10 Additions Disposals differences 31.12.11
Communication and Security Spain
Communication and Security Brazil
Communication and Security Latam
60,230
23,516
---
---
---
13,185
---
---
---
---
(1,836)
762
60,230
21,680
13,947
Total 83,746 13,185 --- (1,074) 95,857
(Thousands of euros)
Translation
31.12.09 Additions Disposals differences 31.12.10
Communication and Security Spain
Communication and Security Brazil
60,230
20,897
---
---
---
---
---
2,619
60,230
23,516
Total 81,127 --- --- 2,619 83,746
The change recorded under "Translation differences" includes differences of the goodwill in Brazilian
currency relating to Medidata Informática, S.A., and of the goodwill in dollars relating to eLandia
International, Inc.
Goodwill acquired in business combinations has been assigned, depending on Amper's organisational
and operational structure, to the groups of cash-generating units that are expected to make a profit in
the abovementioned business combinations. This distribution represents the lowest level at which the
goodwill is controlled for the purposes of internal management, given that it is the smallest group of
assets that generate cash flows independent of other groups of assets. In this regard, the Group
generated goodwill during the 2011 financial year in the acquisition of eLandia allocated to the cash
generating unit of "Communication and Security Latam".
29

The Group carries out tests on impairment of goodwill at least annually, or when there is evidence of
impairment.
A change has been made to the definition of the lines of business in 2011, creating a change in the
composition of the cash-generating units. During the 2010 financial year, the cash flows were
generated independently within the Telecommunications business lines on one hand and the Security
business lines on the other due to the change in the approach policy to market, from the product
approach to the client approach, the separate entry of cash flows cannot be distinguished within these
activities. Due to this fact, both lines of business, which were previously known as "Security" and
"Telecom Spain," have been integrated into a new unit and shall hereafter be known as
"Communication and Security Spain." A joint managing director has been appointed. The flows
generated in the Telecom Spain and Security Cash Generating Units have been unified and cannot
generate flows independently. They also use the same resources and therefore it is not possible to
distinguish one from another.
Since 1 January 2011, the management of the Company has been analysing information on the basis
of four business units: “Communication and Security Spain”, “Communication and Security Brazil”
(previously called “Telecom Brazil”), “Communication and Security Latam” and “Defense”, together with
the residual unit "Corporate”.
In 2010, this information was analysed in four business units: "Security”, “Telecom Spain”, “Telecom
Brazil”, and “Defense” plus the residual unit "Corporate”.
This information, analysed by the Group's Management and the Board of Directors, is reported to the
market quarterly or at any other time they consider necessary: presentation to analysts of the evolution
of the Company, new business plan 2012-2016, etc.
During the course of the 2011 financial year, it is noteworthy to indicate that the unification of the
general management enables the optimisation of the management and the efficiency in processes and
the costs of the resulting unit hereafter known as "Communication and Security Spain."
While this unit is similar in terms of operation, sector and clients with those of the units "Communication
and Safety Brazil" and "Communication and Security Latam," all are units which operate in geographic
segments that are totally different from one another. They are Spain, Brazil and the rest of Latin
America, along with the South Pacific respectively, and therefore the Directors of the Company
consider that these are three Cash Generating Units which are totally different from one another.
The corporate assets managed by the Group are taken into consideration when carrying out an
impairment test in the cash-generating units.
Whenever the book value of an asset exceeds its recoverable value an impairment loss is recorded.
This involves reducing the book value of the asset until it reaches the recoverable value, and it is
entered in the statement of comprehensive income under "Result through impairment/reversion of
impairment of assets (Net)".
The recoverable values of the cash-generating units “Communication and Security Spain”,
“Communication and Security Brazil” and “Communication and Security Latam”, are determined on
value in use, calculated using future cash flows.
An impairment analysis is made on the basis of estimates and projections available to the Group's
Administrators and expected cash flows of cash-generating units (or groups of them) to which the
goodwill is assigned. Below we outline the steps the Company takes to determine the value in use of
each cash-generating unit:
30

i) To carry out impairment tests, specific forecasts are prepared for each cash-generating
unit. These forecasts are obtained from available financial budgets and financial
projections approved by the Group's Management.
ii)
iii)
The estimates of future cash flows for each cash-generating unit are based on forecast
(after tax). Discount rates are also calculated after tax.
The real value of future cash flow estimates of each cash-generating unit is obtained
using a discount rate that takes appropriate risk factors into consideration and is
agreed on the basis of general market consensus.
The following table details the main assumptions used for impairment loss during the financial year:
CGU Designation
Business
Plan
Average
rate of
growth
Discount rate
Rate of growth in
perpetuity
Communication
and Security Spain
2012-2016
3%
10.5%
2%
Communication
and Security Brazil
2012-2016
5%
12.5%
2%
Communication
and Security
Latam
2012-2016
5%
14.5%
2%
Using the assumptions raised above and with respects to each of the three cash generating units, the
recoverable value exceeds the carrying amount of goodwill and assets allocated to the cash generating
unit. In the event that the discount rate increases by 50 basis points, or the rate of growth in perpetuity
decreases by 50 basis points, the value in use would remain above the recoverable amount. In a
hypothetical case of the unfavourable evolution of both assumptions in the range raised, the goodwill of
the Communication and Security Spain Cash Generating Unit would have to register an impairment
loss, which in no event would be significant in the Consolidated Financial Statements.
Impairment analysis for financial year 2010
In the 2010 period for impairment losses, forecasts were taken into account based on the business plan
for the period 2010-2015. For the cash-generating unit “Telecom España”, the Compound Annual
Growth Rate (CAGR) of gross earnings for the period from 2011 to 2015 was between 1.8% and 2.5%.
For the cash-generating unit “Seguridad”, the Compound Annual Growth Rate (CAGR) for gross
earnings for the period 2011-2015 was 9.5%.
For the cash-generating unit “Telecom Brasil”, the Compound Annual Growth Rate (CAGR) for gross
earnings for the period 2011-2015 was 10%.
31

For the cash-generating unit “Telecom España”, the recoverable value exceeded the book value of
goodwill and assets allocated to the cash-generating unit in all scenarios of the sensitivity analyses,
performed using a perpetual growth rate ranging between 0% to 2%, with a discount rate of 10.2% and
diverse scenarios varying from 9.2% to 11.2% in line with market consensus, without giving rise to any
indication of impairment.
5. Intangible assets
The composition and movements of intangible assets in 2011 and 2010 were as follows:
31.12.10
(Thousands of Euros)
Additions/
Amortisation
Disposals
Scope
Variation
31.12.11
Development expenditures 8,620 2,783 (3,330) --- 8,073
Computer software 176 628 (32) 1,189 1,961
Intellectual property 596 (436) 232 --- 392
Total 9,392 2,975 (3,130) 1,189 10,426
(Thousands of Euros)
31.12.09 Additions/
Disposals
Amortisation 31.12.10
Development expenditures 8,084 3,773 (3,237) 8,620
Computer software 336 38 (198) 176
Intellectual property 74 589 (67) 596
Total 8,494 4,400 (3,502) 9,392
The total investment in the financial year is 2,975 thousands of Euros, and almost all of it is from
internal development and materials costs required for project developments. These will be applied to
contracts that are expected to be signed soon.
32

The aggregate sum of Development Expenditures directly entered as an expense in the Consolidated
Income Statements of 2011 and 2010 is 12,641 thousands of Euros and 9,984 thousands of Euros
respectively.
At 31 December 2011 and 2010 there were no intangible assets to which title was restricted.
At 31 December 2011 and 2010 the Group had fully amortised intangible fixed assets in use for a value
of 19,874 thousands of Euros and 17, 178 thousands of Euros respectively.
6. Tangible fixes assets
Below we present a breakdown of the tangible fixed assets at 31 December 2011and 2010, plus
changes in both years:
Tangible fixed assets in use
Cost
Accumulated
Amortisation
31.12.2011
(Thousands of Euros)
Net
value
Ongoing fixed
assets
Total
Lands and buildings 12,804 (6,822) 5,982 --- 5,982
Plant and machinery 37,515 (16,993) 20,522 --- 20,522
Other facilities, tooling and furniture 20,464 (18,774) 1,690 --- 1,690
Other tangible fixed assets 23,297 (18,788) 4,509 1,866 6,375
Total 94,080 (61,377) 32,703 1,866 34,569
Tangible fixed assets in use
Cost
Accumulated
Amortisation
31.12.2010
(Thousands of Euros)
Net
value
Ongoing fixed
assets
Total
Lands and buildings 3,960 (2,374) 1,586 --- 1,586
Plant and machinery 4,572 (3,828) 744 --- 744
Other facilities, tooling and furniture 20,514 (18,473) 2,041 --- 2,041
Other tangible fixed assets 20,720 (19,170) 1,550 82 1,632
Total 49,766 (43,845) 5,921 82 6,003
In use and ongoing
tangible fixed assets
Balance at
31.12.10
Additions
Scope
Variation
(Note 4)
(Thousands of Euros)
Disposals
Transfers
and other
Translation
differences
Balance at
31.12.11
Lands and buildings 3,960 37 8,797 --- 10 --- 12,804
Plant and machinery 4,572 38 33,182 (278) 1 --- 37,515
Other facilities, tooling and
furniture
20,514 240 --- (159) (48) (83) 20,464
Other tangible fixed assets 20,720 890 3,466 (1,303) 3 (479) 23,297
Ongoing tangible fixed
assets
82 --- 1,784 --- --- --- 1,866
Total 49,848 1,205 47,229 (1,740) (34) (562) 95,946
33

Accumulated
amortisation
Balance at
31.12.10
Additions
Scope
Variation
(Note 4)
(Thousands of Euros)
Disposals
Transfers
and other
Translation
differences
Balance at
31.12.11
Lands and buildings 2,374 1,602 2,839 --- 7 --- 6,822
Plant and machinery 3,828 3,536 9,870 (278) 37 --- 16,993
Other facilities, tooling and
furniture
18,473 621 --- (159) (82) (79) 18,774
Other tangible fixed assets 19,170 1,377 --- (1,300) --- (459) 18,788
Total 43,845 7,136 12,709 (1,737) (38) (538) 61,377
In use and ongoing
tangible fixed assets
Balance at
31.12.09
Additions
(Thousands of Euros)
Transfers
Disposals
and other
Translation
differences
Balance at
31.12.10
Lands and buildings 3,832 225 (97) --- --- 3,960
Plant and machinery 4,526 46 --- --- --- 4,572
Other facilities, tooling and
furniture
19,788 614 (3) (1) 116 20,514
Other tangible fixed assets 20,064 388 (501) 65 704 20,720
Ongoing tangible fixed
assets
403 --- --- (321) --- 82
Total 48,613 1,273 (601) (257) 820 49,848
Accumulated amortisation
Balance at
31.12.09
Additions
(Thousands of Euros)
Disposal Transfers
s and other
Translation
differences
Balance at
31.12.10
Lands and buildings 1,856 543 (27) 2 --- 2,374
Plant and machinery 3,597 234 (1) (2) --- 3,828
Other facilities, tooling and
furniture
17,720 643 --- 2 108 18,473
Other tangible fixed assets 17,484 1,532 (427) 11 570 19,170
Total 40,657 2,952 (455) 13 678 43,845
Retirements recorded in 2011 and 2010 mainly correspond to derecognition of idle and obsolete assets,
mainly information processing equipment, transport equipment and sundry fittings.
The level of fixed assets not used in operations is very slight.
The sum of fully amortised operational tangible assets at 31 December 2011 and 2010 was 33,425
thousands of Euros and 30,178 thousands of Euros respectively. The sum of temporarily out of use
items at 31 December 2011 and 2010 is not significant.
The Group has taken out insurance policies to cover the possible risks that its tangible fixed assets
could be exposed to, and also against possible claims in the financial year in question. It is considered
that these policies sufficiently cover the related risks.
34

Leases
At the end of the 2011 and 2010 financial years, the Group has primarily leased out office space to third
parties, where they conduct their business under operating leases. The minimum lease payments, in
accordance with the existing contracts in force and without taking into account the impact of the
common expenses, future increases in accordance with the CPI or future updates of contractual lease
payment revisions, are as follows:
Operating leases
Minimum Fees
Nominal value (thousands of
Euros)
31.12.2011 31.12.2010
Less than one year 4,253 2,563
Between one and five years 22,989 6,163
Over five years 1,238 900
Total 28,480 9,626
7. Interests in associates
At 31 December 2011 and 2010 investments in Group associates were:
(Miles de Euros)
31.12.11 31.12.10
Telcel, S.A. --- 4,510
Finaves 147 147
Associates in Latam 82 ---
Gross total 229 4,657
Allowance for depreciation --- ---
Net total 229 4,657
The gross changes in 2011 and 2010 under this heading in the consolidated balance sheet were:
(Thousands of Euros)
31.12.10
Change due to
year result
Dividends
Scope
Variation 31.12.11
Telcel, S.A. 4,510 --- (3,885) (625) ---
Finaves 147 --- --- --- 147
Companies in Latam --- --- --- 82 82
Total 4,657 --- (3,885) (543) 229
31.12.09
Change due to
year result
(Thousands of Euros)
Adjustments
previous Scope
year results Variation 31.12.10
Telcel, S.A. 4,471 114 (75) --- 4,510
Finaves 147 --- --- --- 147
Total 4,618 114 (75) --- 4,657
35

Group companies consolidated under the equity method are not quoted on any stock market.
On 26 April 2011, the Corporation of Finanzas y Telecomunicación, S.A. (SAFITEL), owning 35% of the
share capital of Telcel, S.A., sells its stake to Motorola Solutions, Inc. With this operation, Telcel, S.A.
regarded to this day as an affiliated undertaking, ceases to belong to the scope of consolidation of the
Group.
8. Financial investments
The breakdown of this area in the consolidated balance sheets at 31 December 2011 and 2010, taking
into account the nature of the operations, is as follows (in thousands of Euros):
Balance at
31.12.10
Inflows or
additions
Outflows,
disposals or
reductions
Scope
Variation
Balance at
31.12.11
NON CURRENT
Loans and receivables (Other noncurrent
assets) 878 --- (19) 3,102 3,961
Long-term financial investments 3,278 121 (907) 204 2,696
CURRENT
Non-Current total 4,156 121 (926) 3,306 6,657
Other loans 134 --- --- --- 134
Provision for other loans (134) --- --- --- (134)
Short-term financial investments 4,125 5,209 (4,077) --- 5,257
Current total 4,125 5,209 (4,077) --- 5,257
Total 8,281 5,330 (5,003) 3,306 11,914
Balance at
31.12.09
Inflows or additions
Outflows,
disposals or
reductions
Balance at
31.12.10
NON CURRENT
Loans and receivables (Other noncurrent
assets) 2,612 810 (2,544) 878
Long-term financial investments 3,707 405 (834) 3,278
CURRENT
Non-Current total 6,319 1,215 (3,378) 4,156
Other loans 134 --- --- 134
Provision for other loans (134) --- --- (134)
Short-term financial investments 1,563 4,077 (1,515) 4,125
Current total 1,563 4,077 (1,515) 4,125
Total 7,882 5,292 (4,893) 8,281
36

Long-term financial investments.
The main item under this heading is the deposit for the lease of the building in Getafe and Tres Cantos.
Short-term financial investments.
During the 2010 financial year, the deposit is included by way of the exclusivity of the corporate
operation with eLandia International Inc. by means of the payment of five million USD by Amper, S.A.
on 31 December 2010.
In addition, deposits formalised before financial institutions to the amount of 3,738,000 Euros are
included and primarily to secure the FINIMP loan provided in 2011 by the Brazilian subsidiary, accruing
an interest rate of 3.913% and maturing in June 2012.
At today's date the market value of these assets basically coincides with their amortised cost.
Provisions are valued at the discounted current value of the best possible estimate of the sum required
to cancel or transfer the obligation, taking into account information available on the event and its
consequences.
9. Inventory
The composition of this heading at 31 December 2011 and 2010 is as follows:
(Thousands of Euros)
31.12.11 31.12.10
Merchandise and finished products 13,264 11,196
Work in progress 5,956 11,066
Raw materials and other supplies 3,320 10,982
Advances to suppliers 6,925 4,623
Total 29,465 37,867
The breakdown of the reductions in the value of cost of inventories at net realizable value recognized at
31 December 2011 and 2010 is as follows:
(Thousands of Euros)
31.12.11 31.12.10
Merchandise and finished products (3,530) (519)
Work in progress (104) (104)
Raw materials and other supplies (3,939) (2,217)
Total (7,573) (2,840)
The Group has taken out insurance policies to cover the possible risks that its inventory could be
exposed to. It is considered that these policies sufficiently cover the related risks.
37

10. Trade and other receivables
The composition of this heading at 31 December 2011 and 2010 is as follows:
(Thousands of Euros)
31.12.11 31.12.10
Trade receivables for sales 14,880 89,828
Trade receivables for sales not yet billed 19,200 15,043
Corporate tax
Input VAT
Current taxes on foreign companies
87
153
7,742
26
127
4,765
Tax Assets 7,982 4,918
Other receivables 7,130 4,125
Valuation adjustment (11,407) (2,801)
Total 164,785 111,113
Provisions were allocated for estimated irrecoverable sums from the sale of assets. The provision was
determined taking defaults in other years as a reference, adapted to the current year on the basis of the
Company's best estimates. At 31 December 2011, there were no past-due unimpaired receivables.
The average trade receivable collection period is 124 days. Interest is not charged on receivables.
Receivables include sums due for which the Group has not made a provision for credit insolvency,
because it is not considered that there has been any impairment in the quality of these credits and the
sums are considered recoverable. In any event, it is considered that non-provisional debts over 180
days are not significant, and these mainly correspond to public bodies or private companies with high
credit ratings. Among other things, the credit risk is mitigated by the fact that the Company uses
factoring for a certain volume of receivables.
The Administrators consider that the book values of trade and other receivables approximate their fair
value.
At 31 December 2011 and 2010, the controlling company has factoring agreements without recourse
with a number of financial entities. This allows it to discount the sums of invoices issued to certain
customers, with the limits and characteristics indicated below:
Limit
(Thousands of Euros)
Available balance
Al 31.12.11 Al 31.12.10
Factoring without recourse (*)
72,600 38,546 72,371
Total 72,600 38,546 72,371
(*) This sum has been eliminated from receivables
38

11. Equity
Share capital
At 31 December 2011 and 2010 the share capital of the parent company amounted to 32,403
thousands of Euros, represented by 32,403,256 fully subscribed and disbursed ordinary shares of one
euro nominal value each.
The Group considers the equity attributed to the parent company as capital for management purposes.
The only external requirements this management capital are subject to are those arising from current
mercantile legislation and those in the financing contract (see Note 13).
The ultimate objective of the management capital is to finance the development plan defined by the
Company Directors and to provide a suitable remuneration policy for the shareholders. The policies and
processes affecting capital management carried out by the Company Directors mean that this objective
can be fulfilled without jeopardising the financial-asset situation of the Group.
All the shares that make up the capital enjoy the same rights and are admitted for stock market listing.
At the end of the financial year this figure was 1.66 Euros (2.90 Euros at the end of 2010). The average
share price in Q3 2011 and 2010 was 2.99 and 3.47 Euros respectively.
During the 2010 fiscal year, the Parent Company carried out a capital increase of 2,945,000 Euros
charged to the reserve per share premium of 2,261,000 Euros and to the entire revaluation reserve
Royal Decree Act 7/1996 for 684 thousand Euros. This capital increase was carried out in the terms
approved by the General Meeting of Shareholders of Amper, S.A. of 23 June 2010.
At 31 December 2011, the only shareholder with a stake in the company's share capital above 10% is
TVIKAP AB, which holds 22.011%
Issue premium
The Revised Law of Limited Liability Companies in Spain expressly permits the use of the issue
premium balance to increase capital and does not establish any specific restrictions on the availability
of this balance.
Other reserves
a.-) Legal reserve
In accordance with the Law of Limited Liability Companies in Spain, a sum equivalent to 10% of a
company's profits in the financial year must be allocated to the legal reserve until this reserve reaches
at least 20% of the share capital.
The legal reserve may be used to increase capital provided that the remaining reserve balance does
not fall below 10% of the increased share capital amount. Except for this purpose, and provided that the
reserve does not exceed 20% of the share capital, it can only be used for offsetting losses, provided
that sufficient other reserves are not available for this purpose.
The parent Company of the Group has allocated the sum of 5,892 thousands of Euros to the legal
Reserve, included under "Reserves" in the attached consolidated balance sheet.
b.-) Reserve for Retired Capital.
39

This reserve will only be used under the same conditions as those for the reduction of Share Capital.
The sum involved is 16,774 thousands of Euros at 31 December 2011 and 2010.
Translation differences
The breakdown (by company) of the translation differences in the Consolidated Balance Sheet at 31
December 2011 and 31 December 2010 is as follows:
(Thousands of Euros)
2011 2010
Amper do Brasil (430) (549)
Amper Marruecos --- (34)
Hemisferio do Sul 644 (121)
Medidata Informática 16,374 18,967
eLandia (499) ----
Total 16,089 18,263
Treasury Shares
In 2011, and based on the resolutions adopted by the Board of Directors, the programme of
repurchasing treasury shares has continued. The total sum at 31 December 2011 was 4,072 thousands
of Euros. These repurchase agreements are within the limits established by the Board of Directors. At
31 December 2011 the company had a total of 811,025 treasury shares, representing 2.50% of the
share capital.
At the end of 2011 the Group possessed treasury shares as follows:
Nº of shares
Nominal
value
(Euros)
Treasury Stock
Value of the
Weighted Average
Price (Euros)
Total purchase cost
(Thousands of Euros)
Treasury shares at the end 2011 811,025 811.025 4.50 4,072
During financial year 2011, there were purchases of treasury shares (at market price) for an amount of
540 thousand euros (1,667 thousand euros in 2010) and sales (at the weighted average price of the
value of the treasury holdings) for an amount of 753 thousand euros (1,835 thousand euros in 2010).
The Reserves heading of the consolidated balance sheet recorded losses during financial year 2011 for
an amount of 246 thousand euros (203 thousand euros in 2010) from purchase and sale transactions of
treasury shares.
At the date of preparation of these Consolidated Annual Accounts, the Board of Directors has not made
a decision as to the intended final use of the above-mentioned treasury shares.
At the close of financial year 2010, the Group owned 792,525 treasury shares with a nominal value of 1
euro per share and a purchase cost of 4,285 thousand euros.
40

Proposal allocation of the result of the Parent Company
The proposal for the application of results of the financial year of the parent company, formulated by its
Administrators, and which will be submitted for the approval of the General Shareholders Meeting, is as
follows (in thousands of euros):
Result for year of Amper, S.A.
Year 2011
1,550
Application:
To Legal Reserve 155
To Compensate for Negative Results of Previous Fiscal Years 1,395
Total 1,550
Non-controlling interests
The detailed balance (by company) of "Non-Controlling Interests" in the consolidated balance sheet at
31 December 2011 and 2010, and the result corresponding to non-controlling shareholders in 2011 and
2010 is shown below:
(Thousands of Euros)
31.12.11 31.12.10
Company
Non-controlling
interests
Result
attributable
to minority
interests
Non-controlling
interests
Result
attributable to
minority
interests
Thales, S.A. (Amper Programas) 6,674 2,576 9,871 1,742
Medidata Informática 10,495 980 5,498 411
Landata Comunicaciones de
Empresa 1,397 84 1,313 (1,122)
eLandia Corp. Inc. 11,301 298 --- ---
Total 29,867 3,938 16,682 1,031
The changes under this heading in 2011 and 2010 are summarised as follows:
Thousands of Euros
31.12.11 31.12.10
Initial balance 16,682 17,709
Changes to the scope of consolidation 11,003 ---
Dividends paid to non-controlling shareholders (7,084) (2,653)
Exchange differences (295) 595
Share of profit for the year 3,938 1,031
Other changes 5,623 ---
Final balance 29,867 16,682
41

The amount of variation in scope of consolidation includes the non-controlling interests of eLandia for
both the 15% participation in the Group's parent company as well as other interests in its subsidiary
companies.
Other variations include the increase in the non-controlling interests in Medidata for the delivery of
11.96% of the shares of this subsidiary to the shareholders of eLandia in the business combination
explained in note 4.
12. Non-current provisions
Activity in non-current provisions in financial year 2011 has been the following (in thousands of euros):
Litigation and/or
claims
Other
provisions
Total
Litigation and/or claims
At the date of preparation of these Consolidated Annual accounts certain litigation and claims were in
process related to contentious matters resulting from past disinvestment processes. All of the legal
advisors of the Amper Group, as well as its Administrators, consider that the outcome of the litigation
and claims will not have a material effect on the Consolidated Annual Accounts
Other provisions
Balance at 31 December 2010 454 17,682 18,136
Funding for provisions charged to the income
statement
--- 141 141
Conversion differences --- (1,163) (1,163)
Balances at 31 December 2011 454 16,660 17,114
The “Other provisions” heading mainly reflects tax and labor related contingencies of one of the Group’s
subsidiaries for the amount of 15,676 thousand euros. The legal advisors of the Amper Group, as well
as its Administrators, consider that the outcome of these processes will not have a material effect on
the Consolidated Annual Accounts for the financial years in which they are settled above those already
recognized.
42

13. Financial Debt
The breakdown of the headings "Short-Term Financial Debt" and Long-Term Financial Debt", at 31
December 2011 and 2010 is the following:
(Thousands of Euros)
31.12.2011 31.12.2010
Short-term Long-term Short-term Long-term
Loans in domestic currency --- 84,940 33,451 4,657
Pure Credit / Imports 24,948 39,567 70,413 ---
Guarantees and deposits 596 --- 116 ---
Derivatives and hedging
operations --- 209 --- 335
Total Financial Debt 25,544 124,716 103,980 4,992
Debt maturity:
Debit balances with credit institutions on 31 December 2011 and scheduled maturities as a result of
amortization are the following:
(Thousands of Euros)
Debt at 31 December 2011 with maturities:
Short-term Long-term
Balance at
31.12.11 2012 2013 2014 2015 -…
Total
long-term
Loans in domestic currency 84,940 --- --- 9,878 75,062 84,940
Pure Credit / Imports 64,515 24,948 --- 39,567 --- 39,567
Guarantees and deposits 596 596 --- --- --- ---
Derivatives and hedging
operations 209 --- 209 --- --- 209
Total 150,260 25,544 209 49,445 75,062 124,716
Debit balances with credit institutions on 31 December 2010 and scheduled maturities as a result of
amortization are the following:
(Thousands of Euros)
Debt at 31 December 2010 with maturities:
Short-term Long-term
Balance at
31.12.10 2011 2012 2013
Total
long-term
Loans drawn 70,413 70,413 --- --- ---
Loans in domestic currency 38,108 33,451 --- 4,657 4,657
Guarantees and deposits 116 116 --- --- ---
Derivatives and hedging
operations 335 --- 335 --- 335
Total 108,972 103,980 335 4,657 4,992
43

The breakdown of bank financing at 31 December 2010 is the following:
Type of
financing
Financial Institution
Date of
Granting
Maturity Date
In thousands of euros
Amount granted Amount drawn
31.12.10
Syndicated HSBC (agent) 15.12.2006 15.12.2012 61,000 24,400
Loan Banco Guipuzcoano 31.03.2009 31.03.2012 2,000 862
Loan Caixanova 11.11.2010 11.11.2011 750 689
ICO Loan Caja Madrid 6.05.2010 27.05.2013 2,000 2,000
ICO Loan Unicaja 13.07.2010 13.07.2013 1,800 1,657
ICO Loan Banco Santander 23.03.2010 23.03.2013 1,000 1,000
ICO Loan Banco Santander 8.10.2010 8.10.2011 2,500 2,500
ICO Loan Caixa Cataluña 24.06.2010 28.05.2011 3,500 3,500
ICO Loan BBVA 28.05.2010 28.05.2011 3,500 3,500
In addition to the above, the Group presented loans used for an amount of 70,413 thousand euros,
guaranteed by certain current and non-current Group assets, which accrued at an average interest rate
of Euribor +2.5%.
Financial restructuring during financial year 2011:
At 31 December 2010, the Amper Group did not satisfy the financial ratios associated with the
syndicated loan obtained on 27 December 2010. A waiver of the agent bank, following approval by the
majority of the participating institutions, allowed this non-compliance to be accepted up to June 2011.
After the extension date, the Group initiated a restructuring process of its financial debt. On 8
September 2011, Amper, S.A. (the company financed) signed several contracts involving the
restructuring of the financial debt of the company with 29 financial institutions (the financing
companies).
The Amper Group has analyzed the modification of the conditions of the syndicated loan signed on 15
December 2006, as well as the conditions of the new debt obtained. In this analysis, the Group has not
considered debt instruments to be exchanged which, at the date of the new contract, had expired or
were close to expiry, taking into account the original financing conditions (mainly the current loan
policies).
For the remaining debt, mostly covered in the syndicated loan agreement, the Group has analyzed
whether the conditions have been substantially modified. To this end, the Group has taken into account
the change in the current value of discounted cash flows under the new conditions, including any fees
paid net of any fees received, using a discount rate equal to the original effective interest rate. The
change in flows thus compared was less than 4%.
As a result of this quantitative analysis, in addition to other qualitative considerations, the Group
considers that the modification has not been substantial and therefore has recorded the new financing
without derecognizing the previous financial liability associated with the former financial debt. Costs and
fees have been recognized by adjusting the book value of the liability and are amortized on a straightline
basis during the amortization period of the modified financial liability.
The contracts contain the refinancing of a syndicated loan of 52,909 thousand euros, divided into three
tranches with the following characteristics:
44

Amount
(Thousands
of euros)
Amortization
Maturity
Tranche A 24,400 Consecutive six-monthly installments of equal amounts starting
4 January 2014, following a two year grace period for capital
repayment
Tranche B 24,192 Consecutive six-monthly installments of equal amounts starting
4 January 2014, following a two year grace period for capital
repayment
4.07.2018
04.07.2018
Contingent Tranche 4,317 Single amortization 04.12.2012
Total 52,909
The contingent tranche has been used in its entirety at 31 December 2011, in addition to 193 thousand
euros corresponding to loans of the same nature as the contingent tranche. Due to the maturity date,
the contingent tranche has been accounted for as short-term debt.
The reference interest rate for all of the previous tranches is Euribor plus a spread of 4%, until 31
December 2013, after which it will range from 4% to 4.25% depending on the level of the ratios
obtained by the Group on the basis of the restructuring agreement.
In addition, the bank restructuring agreement represents the stabilization of financing facilities for
working capital for a period of 3 years which, on an aggregate basis, amounts to a total 54,089
thousand euros. This amount corresponds to the total available limit of loan policies from the bank
restructuring process (converted into loans within tranche A), of which an amount of 24,218 thousand
euros has been used at 31 December 2011. The average interest rate of these policies is Euribor plus a
spread of 4%.
Lastly, the Group has various types of bank financing:
Type of
financing
Financial Institution
Date of
Granting
Maturity Date
Thousands of euros
Amount granted Amount drawn
31.12.11
Loan Novacaixa 1.10.2011 1.10.2018 3,000 3,000
Loan Ibercja 4.07.2011 4.07.2018 1,000 1,000
Loan Mare Nostrum 10.10.2011 10.10.2018 800 800
ICO Loan Bankia 23.09.2011 23.09.2018 1,905 1,905
ICO Loan Caixa Cataluña 28.09.2011 28.09.2018 1,429 1,429
ICO Loan BBVA 21.09.2011 21.09.2018 3,333 3,333
ICO Loan Banco Santander 29.09.2011 29.09.2018 3,333 3,333
The companies, Medidata Informática and eLandia International, Inc. have drawn loans at 31
December 2011 for an amount of 8,576 thousand euros and 11,862 thousand euros, respectively
(almost the entire amount granted), classified under the heading “current financial debt”. In addition,
these companies have taken out loans with long-term maturities (2015 and following) for an amount of
1,435 thousand euros and 20,113 thousand euros, respectively, recorded under the heading “noncurrent
financial debt”.
At 31 December 2011, the Group had an available (limit) of 80,206 thousand euros (119,746 thousand
in 2010) in the credit lines contracted, of which 21,068 thousand euros correspond to import financing
and 59,138 thousand euros to loan policies.
45

At 31 December 2011, Group companies have unused credit lines for an amount of 14,886 thousand
euros (19,927 thousand euros in 2010).
The Group uses financial interest rate swaps to manage exposure to fluctuations in the interest rates of
the above-mentioned syndicated loan of 52,909 thousand euros (as it also did in financial 2010 for the
syndicated loan of 61,000 thousand euros).
Guarantees and conditions related to financial debt
The syndicated loan received by Amper, S.A., in which Grupo Amper Sistemas, S.A., Epicom, S.A., and
Sociedad Anónima de Finanzas y Telecomunicación act as guarantors, is subject to the following main
obligations and commitments, which must be complied with at two levels of the scope of consolidation
(the Spanish subgroup level and the consolidated level).
I. Affirmative covenants, relating to:
- Contracting of derivative financial instruments to hedge 50% of the variation in interest rates.
- Maintenance of interests in the guarantor companies.
- Provision of funds and restricted account (contingent tranche) of 5,000 thousand euros, that
may be increased to 8,000 thousand euros in 2013 and to 10,000 thousand euros in 2014.
II.
Negative covenants, relating to:
- Non-disposal of assets (unless the amount obtained is intended for the early repayment of the
financing or consists of the transfer of collection rights for ordinary Group business, provided such
transfer is intended for the early repayment of the debt or is reinvested within 9 months in assets
relating to the ordinary activity of the Group. As of 8 March 2012, this restriction only applies to
disposals exceeding 5% of total consolidated assets.
- Business combinations are prohibited.
- No dividend distributions (including share capital reductions with a refund of contributions to
shareholders) or other types of payment to shareholders, without the consent of the participating
financial institutions.
- No treasury stock transactions, exceeding 2.7% of the share capital.
III.
Financial obligations
The syndicated loan is subject to compliance with a CAPEX, gross change in tangible and intangible
assets, which during financial year 2011 was 8,920 thousand euros and a debt ratio, defined as the net
financial debt to EBITDA ratio, which at 31 December was 3.74.
The early termination of this loan is contingent on compliance with the leverage ratio, defined as the net
financial debt to treasury funds ratio, and the hedge ratio, defined as the EBITDA to net financial costs
ratio. At 31 December 2011, these ratios stood at 1.59 and 2.52, respectively.
46

The Group has satisfied the financial ratios related to the consolidated figures of the Amper Group at
the close of financial year 2011, in the context of the syndicated loan obtained on 13 September 2011.
14. Trade and other current and non-current payables
The balances for this heading in the consolidated balance sheet are as follows:
• Other non-current payables.
(Thousands of Euros)
2011 2010
Loans from government agencies 2,536 2,486
Deferred tax liabilities (Note 19) 2,627 2,683
Other non-current liabilities 4,591 2,045
Total 9,754 7,214
• Trade and other payables.
(Thousands of Euros)
2011 2010
Payables for purchases and services 144,609 76,525
Advances from customers 40,264 37,120
Operating allowances 3,467 4,044
Remuneration payable 8,557 20,346
Total 196,897 138,035
Allowances are calculated at the current best possible estimate of the sum required to cancel or
transfer an obligation, taking into account the information available on the event and its
consequences.
Remuneration payable
The remunerations which were pending payment at 31 December 2010 included the amount of the
compensations resulting from the restructuring plan of the staff and still pending payment were for the
most part paid out during 2011.
Operating allowances– Main Ongoing Litigations
On 15 March 2004 the Colombian company Cable Andino, S. A. filed an enforcement action for the sum
of $17,130,498 US, plus interest, against the Amper branch in Colombia, filed in Civil Court No. 26 of
Bogota (Colombia). This claim, plus the related interest, currently stands at $65,186,813 US.
Following a number of legal actions (see Note 12 of the consolidated report for the 2007 financial year),
in a Decision dated 1 June 2007 by the Court of First Instance No. 5 of Colmenar Viejo, Madrid, the
request for recognition and execution in Spain (exequatur) filed by Cable Andino, S. A. against Amper,
S. A. in relation to the decision handed down by Civil Court No. 26 of Bogota on 10 February 2005 in
the abovementioned enforcement action was dismissed. Cable Andino subsequently appealed against
this Decision to a higher court.
In a Decision dated 13 January 2009 by Section Nine of the Provincial Court of Madrid, the Court
dismissed in full the appeal by Cable Andino, S. A., thereby confirming the decision of the Court of First
Instance of Colmenar Viejo, and dismissing the exequatur filed by the Colombian company. The
47

Provincial Appeal Court also ordered Cable Andino, S.A. to pay the costs of the appeal, stating that no
further appeal would be admitted against this Decision.
As a result of the initiation of possible precautionary measures by Cable Andino in Brazil, the Brazilian
office that is monitoring the issue informs that the possible rogatory letter has not been received in the
Brazilian Foreign Ministry, and if it did, the chances of the action succeeding would be remote.
Given the nature of the risks covered by these provisions, it is not possible to determine a reasonable
timescale for payment dates if there were to be any. Nevertheless, both the legal advisers of the Group
and its Administrators consider that the outcome of these proceedings and claims will not have a
significant effect on the consolidated financial statements for the years in which they are settled,
beyond those already recognised.
There is an arbitration claim filed against the Company by the former shareholders of one of the
companies acquired by Amper, corresponding to the discrepancies of the price variable established in
the purchase agreement. The Directors consider that the resolution of this claim will not have a
significant impact in the Consolidated Financial Statements of the Amper Group.
Information on the postponement of payments to suppliers. Third additional disposition. "Duty to
inform" of Act 15/2010 of 5 July 2010.
The information regarding the deferred payments to suppliers by the consolidated Spanish companies is
outlined below:
Payments made and payments pending by 31/12/11 (thousands of Euros): 31.12.11
Thousands of
Euros %
Within the legal maximum period 42,057 41%
Remaining 60,095 59%
Total payments for the financial year 102,152 100
PMPE * (days) of payments 42
Deferrals which exceed the statutory maximum period at the closing date 12,111
* Weighted Average Days Past Due
The outstanding balance under the "Trade payables and other accounts payable" heading at the end of
the 2010 financial year amounted to 10,796,000 Euros. In addition, it should be noted that the
aforementioned Act 15/2010 took effect on 5 July 2010 and consequently applies to the contracts
signed after this date. And taking into account the length of time which has elapsed from the signing, the
delivery of goods or services and the legal deadlines of valid payments within the transitional period of
implementation of the Act, it was found that there were no deferrals exceeding the maximum limits
established in the current legislation in the Company which stood out.
As prescribed in the second transitory provision of the ICAC (Institute of Accounting and Accounts
Auditing) Resolution of 29 December 2010, the comparative information for the 2010 financial year does
not include the breakdowns corresponding to the payments made in compliance with the legal
timetables established by Act 15/2010 or the Weighted Average Days Past Due by being the first
financial year in which the new disclosure requirements required by the aforementioned Act became
applicable.
48

15. Revenues
The breakdown by activity and market of the consolidated revenue is as follows (in thousands of euros):
Line of Business
Year ended
2011
Year ended
2010
Defense 69,177 60,475
Communication and Security Spain 113,327 124,996
Communication and Security Brazil 79,430 76,341
Communication and Security Latam 130,781 ---
Total 392,715 261,812
External market 240,800 94,898
Internal market 151,915 166,914
Total 392,715 261,812
The Group companies perform transactions with Grupo Telefonica under the conditions established
between the parties. In 2011 sales to Telefonica amounted to 81,555 thousands of Euros (95,656
thousands of Euros in 2010), representing 20.8% (36.5% in 2010) of consolidated turnover, although if
we discount the operations made through Grupo Telefonica as a sales channel the percentages would
be 15.9% and 28.5% respectively.
Transactions in foreign currency basically correspond to sales in the external market (see table above)
and have mainly been made in Brazilian currency and American dollars.
16. Net financial loss
The breakdown of the heading "Financial loss" on the attached consolidated income statement is as
follows:
2011 2010
Income from financial investments 1,833 3,664
Exchange gains 4,228 1,960
Other interest and finance income 136 359
Financial income 6,197 5,983
Interest on loans (9,564) (5,168)
Interest on customer discounts in Brazil --- ---
Other financial expenses Exchange (1,829) (1,884)
Exchange losses (7,255) (2,449)
Financial expenses (18,648) (9,501)
Net financial loss (12,451) (3,518)
49

17. Business and geographical segments
Segment reporting is prepared according to the "management approach", which requires the
presentation of the segments based on the internal reports on the elements of the company. These are
periodically examined by the "leading decision-making authority" in the company's operations, in such a
way that the segment information is structured based on the different lines of business of the Group.
The lines of business described below have been established based on the organisational structure of
the Amper in effect at the end of 2011 and in line with the method the Management uses internally to
evaluate the performance of the business segments. This takes into account the nature of the products
and services offered and the customer segments they are aimed at.
In 2011 the Group focused its activities on the following major lines of business:
• Defense
• Communication and Security Spain
• Communication and Security Latam
• Communication and Security Brazil
• Corporate
In accordance with what was explained in note 4, and following a reorganization process of the
business lines, the Group amended the definition of the existing Cash Generating Units in 2010 and
grouping the Cash Generating Units of Telecom Spain and Security. As a result, the segments of
Telecom Spain and Security have been unified under the segment of Communication and Security
Spain.
In addition, following the acquisition of the eLandia Group, a new segment known as Communication
and Security Latam has been created. The main countries in which the company operates within this
segment are Colombia, Venezuela, Argentina, Mexico, Ecuador, Panama, Costa Rica, and now
Samoa.
The revenues and expenses that cannot be specifically assigned to a line of an operational nature or that
are the result of decisions that affect the Group overall - e.g. expenses arising from projects and activities
that affect various lines of business, revenues from strategic interests, etc. - are attributed to a
"Corporate Unit". The reconciliation items that emerge when comparing the result of integrating the
financial statements of the different lines of business (formulated with management criteria) with the
consolidated financial statements of the Group are also attributed to this Unit.
The costs incurred by the Corporate Unit are allocated prorate through an internal cost distribution system
among the different lines of business.
Geographical information
The geographical distribution of its revenues (see below) is broken down into Spain and Brazil. The
following tables show the geographical distribution of the non-current assets.
Basis and methodology of information by business segment
The structure of this information is designed as if each line of business were an autonomous business
and had its own independent resources that are distributed on the basis of the risk of the assets assigned
to each line, according to an internal system of percentage distribution of costs. Reconciliation to the
Group's average equity according to IFRSs is carried out by the Corporate Unit.
50

We present the information by segments below:
51

(Thousands of Euros)
YEAR 2011
Defense
C. and S. C. and S. C. and S.
Spain Latam Brazil
Corporate Group total
Revenue 69,177 114,877 130,781 79,430 (1,550) 392,715
Other income 2,593 2,541 --- 1 (349) 4,786
Procurements (net) (38,787) (75,196) (84,629) (50,060) 1,602 (247,070)
Personnel expenses (15,680) (23,938) (25,780) (15,818) (8,034) (89,250)
Allocation for amortisation (2,651) (2,434) (4,389) (942) (307) (10,723)
Other expenses (6,940) (15,220) (12,291) (6,133) 2,575 (38,009)
OPERATING PROFIT (LOSS) 7,712 630 3,692 6,478 (6,063) 12,449
Financial income/expenses (587) 186 (4,509) 2,410 (6,924) (9,424)
Exchange differences (net) 19 (252) 51 (2,665) (180) (3,027)
Impairment losses
recognised/reversed (net)
Impairment of assets (net) -- -- -- --- 189 189
PROFIT (LOSS) BEFORE TAX
ON CONTINUING
OPERATIONS
7,144 564 (766) 6,223 (12,978) 187
Profits tax expense (1,887) 548 (1,077) (2,081) (90) (4,587)
PROFIT/(LOSS) IN YEAR
FROM CONTINUING
OPERATIONS
PROFIT/(LOSS) FOR THE
YEAR
5,257 1,112 (1,843) 4,142 (13,068) (4,400)
5,257 1,112 (1,843) 4,142 (13,068) (4,400)
Non-controlling interests (2,576) (84) (298) (980) --- (3,938)
PROFIT/(LOSS)
ATTRIBUTABLE TO
HOLDERS OF EQUITY
INSTRUMENTS OF THE
PARENT COMPANY
2,681 1,028 (2,141) 3,162 (13,068) (8,338)
BALANCE SHEET
Goodwill -- 60,230 13,947 21,680 -- 95,857
Non-current assets 10,506 12,251 38,631 11,352 12,335 85,075
Current assets 61,707 57,484 92,209 71,494 (22,611) 260,283
TOTAL ASSETS 72,213 129,965 144,787 104,526 (10,276) 441,215
Net equity 13,618 56,974 7,961 45,157 (68,793) 54,917
Non-current liabilities 1,359 26,547 28,109 32,605 64,783 153,403
Current liabilities 57,236 46,444 108,717 26,764 (6,266) 232,895
TOTAL LIABILITIES 72,213 129,965 144,787 104,526 (10,276) 441,215
52

Defense
(Thousands of Euros)
YEAR 2010
Telecom
C. and S. Spain Brazil Corporate Group total
Revenue 60,475 126,685 76,341 (1,689) 261,812
Other income 2,987 3,091 -- 339 6,417
Procurements (net) (33,558) (77,363) (51,349) 1,349 (160,921)
Personnel expenses (14,658) (46,076) (18,640) (8,717) (88,091)
Allocation for amortisation (3,006) (2,230) (982) (236) (6,454)
Other expenses (7,415) (17,295) (6,316) 2,639 (28,387)
OPERATING PROFIT (LOSS) 4,825 (13,188) (946) (6,315) (15,624)
Financial income/expenses (57) (2,811) 1,541 (1,702) (3,029)
Exchange differences (net) 94 74 (662) 5 (489)
Impairment losses
recognised/reversed (net)
Impairment of assets (net) -- -- -- (2,501) (2,501)
Share of results of companies
consolidated by the equity method -- -- -- 114 114
PROFIT (LOSS) BEFORE TAX ON
CONTINUING OPERATIONS 4,862 (15,925) (67) (10,399) (21,529)
Profits tax expense (821) -- (685) (9,706) (11,212)
PROFIT/(LOSS) IN YEAR FROM
CONTINUING OPERATIONS 4,041 (15,925) (752) (20,105) (32,741)
PROFIT/(LOSS) FOR THE YEAR
4,041 (15,925) (752) (20,105) (32,741)
Non-controlling interests (1,741) 965 (410) 155 (1,031)
PROFIT/(LOSS) ATTRIBUTABLE TO
HOLDERS OF EQUITY INSTRUMENTS
OF THE PARENT COMPANY
2,300 (14,960) (1,162) (19,950) (33,772)
BALANCE SHEET
Goodwill -- 60,230 23,516 -- 83,746
Non-current assets 10,318 11,989 9,906 23,296 55,509
Current assets 72,068 117,943 69,359 (52,408) 206,962
TOTAL ASSETS 82,386 190,162 102,781 (29,112) 346,217
Net equity 20,144 37,624 33,763 (34,410) 57,121
Non-current liabilities 1,375 65,506 41,973 (76,649) 32,205
Current liabilities 60,867 87,032 27,045 81,947 256,891
TOTAL LIABILITIES 82,386 190,162 102,781 (29,112) 346,217
53

Inter-segment sales are made at prevailing market prices and are hardly significant.
The table below shows a breakdown of certain consolidated balances of the Group according to the
geographical location of the companies that created them:
(Thousands of Euros)
Sales
Attributable
profit/loss Total assets
2011 2010 2011 2010 2011 2010
Spain 182,504 185,471 (9,359) (32,610) 159,378 243,436
Brazil 79,430 76,341 3,162 (1,162) 102,805 102,781
Latam 115,666 --- (2,848) --- 134,446 ---
South Pacific 15,115 --- 707 --- 44,586 ---
Total 392,715 261,812 (8,338) (33,772) 441,215 346,217
18. Expenses
An analysis of the expenses of the Group is presented below (in thousands of euros):
Activity
Financial year
ended
2011
Financial year
ended
2010
Procurements 246,898 164,939
Personnel expenses 89,250 88,091
Amortisations 10,723 6,454
Other expenses 38,009 28,387
Total 384,880 287,871
Procurements
The breakdown of this heading is as follows:
(Thousands of Euros)
2011 2010
Purchases 214,931 144,725
Outsourcing 31,967 20,214
Total 246,898 164,939
Personnel expenses
The composition of personnel expenses is:
54

(Thousands of Euros)
2011 2010
Wages and salaries 75,953 57,831
Termination benefits (1,068) 14,148
Social Security costs 14,365 16,112
Total 89,250 88,091
The total workforce at the end of the 2011 and 2010 financial years was 2,039 (1,495 men and 544
women) and 1,132 (896 men and 236 women) respectively.
The average number of employees in the Group, by professional category and gender, is as follows:
2011 2010
Men Women Total Men Women Total
Managers 51 14 65 31 3 34
Higher education graduates 428 100 528 325 82 407
Further education graduates 195 64 259 224 44 268
Administrative personnel 183 244 427 109 85 194
Technicians 676 97 773 244 29 273
Total 1,533 519 2.052 933 243 1,176
Board of Directors 10 --- 10 10 --- 10
Share-based payments
In financial year 2011, the Amper Group has granted a total of 408,000 options to purchase shares of
Amper, S.A. to 40 employees in Spain and 47 employees in Latin America. The stock option plan for the
company’s management team is within the limits approved by the General Shareholders’ Meeting held
on 29 June 2011. The exercise price of the options granted is 3.58 euros per share.
The characteristics of the plan are the following:
Duration:
The program enters into effect in 2011 and ends on 31 December 2015. In the second half of 2011 the
options are assigned to the Beneficiaries. The options can be exercised starting 1 July 2014, provided
they satisfy the Conditions for the Exercise of the Options.
Exercise period:
18 months between 1 July 2014 and 31 December 2015.
Conditions for the exercise of the options:
The options can be exercised subject to compliance with the following conditions (i) that they achieve a
growth rate equal to the small cap stock index and (ii) that they achieve the EBITDA amounts included
in the budget approved by the Board of Directors for financial years 2011, 2012 and 2013.
55

The methodology used to establish the value of the stock options is the Black-Scholes model, which is
consistent with common market practice. The fair value measured at the date of granting using this
method was not significant and, consequently, the Company has not recorded this item at 31 December
2011.
Other Operating Expenses
The breakdown of this item on the consolidated income statement is:
(Thousands of Euros)
2011 2010
Commercial expenses 6,395 6,999
Professional services 7,685 9,436
Leases 9,017 5,011
Utilities and communications 4,616 3,000
Maintenance and repairs 2,024 1,791
Insurance 752 623
Taxes 502 394
Other expenses 3,980 1,959
Impairment losses (commercial) 3,038 (826)
Total 38,009 28,387
"Professional services" includes fees paid by the consolidated companies for the audit of their financial
statements, other attest services and other services rendered. In 2011, these expenses amounted to
561 thousands of Euros (343 thousands of Euros in 2010), as follows:
Thousands of Euros
Services rendered by an auditor and by related
businesses
Description: 2011 2010
Auditing services 516 292
Other attest services 40 10
Total Auditing and related services 556 302
Tax consultancy services 5 4
Other services --- 37
Total Professional Services 561 343
The amounts included in the table above include all the fees relating to the services rendered in 2011
and 2010regardless of the date of invoice.
56

As established by the Regulation of the Board of Directors of Amper, S.A., the Audit and Control
Committee, among other responsibilities, needs to receive information on any issues that may
jeopardise the independence of the auditors and on any other issue related to the process of auditing
the accounts, and also on any other communications envisaged in the auditing legislation and the
technical auditing rules.
57

19. Tax affaires
Most of the companies in the Amper Group pay Profits Tax under the Consolidated Regime, being part
of Consolidated Tax Group 31/9.
The reconciliation of the accounting loss for the year to the Consolidate Tax Group's tax loss for profits
tax purposes is as follows (in thousands of Euros):
31.12.11 31.12.10
Consolidated net loss before taxes 187 (21,529)
Tax charge at 30% 56 6,459
Consolidation and homogenization adjustments (a) 11,419 6,469
Permanent differences (b) (17,100) (17,110)
Deductions (250) (330)
Foreign company tax rate difference (c) (623) (161)
IS expenditure adjustment for the previous financial
---
year (d) (38)
Deferred tax active change (e) 1,893 (4,993)
Recognition of deferred tax liabilities (f) 56 (1,546)
Total profit tax (4,587) (11,212)
a) The settings of homogenization and consolidation mainly correspond to the deletions of the
dividends carried out on the consolidated tax base during the financial year.
b) The permanent differences correspond to:
- The accounting records of the non-deductible expenses.
- Upon registration of countable income which is not income eligible for tax.
c) The different rate of taxation in foreign companies is due to the difference between the rate
applicable to companies domiciled abroad and the rate applicable in Spain.
d) The balance adjustment of the corporate income tax expense for the 2011 financial year is due to
differences between the provision of the expenditure carried out at the end of the financial year and the
final outcome of the settlement submitted to the various Tax Administrations.
(e) The variation of the assets because of the deferred tax is primarily due to the accounting treatment
of provisions for claims which are not considered tax deductible in the 2011 financial year.
(f) The variation of the liability because of the deferred tax is primarily due to the tax depreciation of the
stock portfolio.
During the 2006 fiscal year, the Consolidation Agreement signed between the various companies that
form part of the Tax Group took effect. This agreement regulates the application criteria and allocation
of the amount of tax of the Group, of the tax credits generated by the companies thereof, as well as the
recognition and settlement of the accounts payable and receivable that may result from the foregoing.
58

The expense for profits tax accrued in 2011 and 2010 is as follows:
Year 2011
(thousands of Euros)
Increases Reductions Total
Spanish companies excluded from the Tax Group (a) 1,887 --- 1,887
Companies included in the Tax Group (b) --- (409) (409)
Foreign companies (c) 3,158 --- 3,158
Adjustments --- (49) (49)
Total profits tax expense 4,587
Year 2010
(thousands of Euros)
Increases Reductions Total
Spanish companies excluded from the Tax Group (a) 821 --- 821
Companies included in the Tax Group (b) 9,706 --- 9,706
Foreign companies (c) 479 --- 479
Adjustments 206 --- 206
Total profits tax expense 11,212
a) The profits tax expenses for which the Spanish companies excluded from the Tax Group are
liable, consists of the book entry of the tax expense by the company Amper Programas de Electrónica y
Comunicaciones S.A.
b) The profits tax expense for which the Spanish companies included in the Tax Group are liable
consists of the book entry of the tax expense or credit corresponding to each of the companies that
make up the Tax Group, as established by the Tax Consolidation Covenant signed by them.
c) The profits tax expense for which the foreign companies are liable consists of the book entry
for this expense by Hemisferio do Sul, Amper do Brasil, Medidata Informática and the companies of the
Group eLandia (the latter only the year 2011).
The Group's deferred tax assets stood at 33,194 thousands of Euros (31,301 thousands of Euros in
2010). The evolution over the financial year is as follows:
Company 31.12.10 Additions
Scope
variation
Disposals 31.12.11
Amper S.A. 16,895 857 --- (1,112) 16,640
Hemisferio Norte, S.A. 298 --- --- (298) ---
Medidata Informática 7,228 --- --- (250) 6,978
Amper do Brasil 488 --- --- (32) 456
Amper Programas S.A. 3,412 1,124 --- --- 4,536
Safitel, S.A. 5 --- --- --- 5
Amper Sistemas, S.A. 2,167 597 --- --- 2,764
Landata Comunicaciones, S.A. 738 --- --- (16) 722
Epicom, S.A. 70 1 --- --- 71
eLandia Corp. Inc. --- --- 1,022 --- 1,022
Total Deferred Tax Assets 31,301 2,579 1,022 (1,708) 33,194
59

Company 31.12.09 Additions
Scope
variation
Disposals 31.12.10
Amper S.A. 23,070 --- --- (6,175) 16,640
Hemisferio Norte, S.A. 298 --- --- ---- 298
Medidata Informática 4,730 2,498 --- ---- 7,228
Amper do Brasil 435 53 --- --- 488
Amper Soluciones, S.A. 1,147 --- --- (208) 939
Amper Programas S.A. 2,670 742 --- --- 3,412
Safitel, S.A. 5 --- --- --- 5
Amper Sistemas, S.A. 1,290 --- --- (439) 851
Epicom, S.A. 219 --- --- (149) 70
Amper Medidata, S.A.U. 2,430 --- --- (1,315) 1,115
Total Deferred Tax Assets 36,294 3,293 --- (8,286) 31,301
The increases in deferred tax on assets that have occurred in each of the companies in the Group are
due to the recording of separate temporary differences.
The Group has estimated the recoverability of the deferred tax assets based on the projections of the
taxable income generated by each company, or the tax Group. The projections used for the
recoverability of the deferred tax assets use the same budgets as those used for the impairment test of
the Communication and Security Spain Cash Generating Unit. In accordance with these estimates, the
deferred tax assets will be recovered within a reasonable period not exceeding 10 years.
The negative tax incomes (BIN) of previous years pending compensation before settlement
corresponding to 2011 are as follows (in thousands of euros):
Year
Prescription
Total Deductions Total BIN
2012 1,798 ---
2013 1,401 ---
2014 1,932 ---
2015 1,268 ---
2016 1,312 ---
2017 2,502 11,794
2018 1,098 10,066
2019 2,389 ---
2020 8 26,206
2021 --- 14,007
2022 --- 10,667
2027 --- 10,719
2028 --- 15,637
Total 13,708 99,096
According to the provisions set out in Article 9 of Royal Decree Act 9/2011 of 19 August, regarding
measures to improve the quality and cohesion of the national health system, the contribution to the
fiscal consolidation and raising the maximum amount of State guarantees for 2011 effective for periods
beginning in the years 2011, 2012 and 2013 and compensation for loss carryforwards of the companies
of the Group in Spain are limited to 50% of the tax base prior to such compensation. In addition, the
period of compensation for loss carryforwards pending compensation by 31 December 2011 shall be
extended to three years until the total period of 18 years.
60

In addition, the negative tax incomes pending compensation in different subsidiaries of Grupo eLandia
corresponding to 31 December 2011 are as follows (in thousands of Euros):
Year
Year
Generation Prescription
Country BIN amount:
2005 2015 Mexico 47
2007 2017 Mexico 228
2008 2018 Mexico 996
2008 2013 Argentina 1,863
2009 2019 Mexico 2,422
2009 2014 Argentina 1,874
2009 2015 Argentina 1,016
2009 2012 Costa Rica 777
2010 2020 Mexico 198
2010 2013 Costa Rica 1,327
2010 --- Colombia 125
Total 10,873
Deferred tax liability is 2,627 thousands of Euros (2,683 thousands of Euros in 2010). Its evolution in
the financial years 2011 and 2010 is as follows (in thousands of Euros):
Company 31.12.10 Additions
Scope
variation Disposals 31.12.11
Safitel S.A. 465 --- --- (465) ---
Amper Programas S.A --- 470 --- --- 470
Amper Sistemas, S.A. 702 53 --- --- 755
Epicom, S.A. 97 --- --- (72) 25
Amper, S.A. 1,419 --- --- --- 1,419
eLandia Corp. Inc --- --- (42) --- (42)
Total deferred tax
liability
2,683 523 (42) (537) 2,627
Company 31.12.09 Additions Disposals 31.12.10
Safitel S.A. 465 --- --- 465
Amper Programas S.A 153 --- (153) ---
Amper Sistemas, S.A. 519 181 --- 700
Epicom, S.A. --- 97 --- 97
Amper Medidata, S.A.U --- 2 --- 2
Amper, S.A. --- 1,419 --- 1,419
Total deferred tax liability 1,137 1,699 (153) 2,683
At 31 December the years open for inspection for the main taxes of the companies that make up the
Grupo Amper are as follows:
• Profits tax: 2007 to 2010.
• Value Added Tax: Tax periods falling between the 2008 to 2011 financial years.
• Personal income tax withholdings: Tax periods falling between the 2008 to 2011
financial years.
In the opinion of Group Management, there are no significant contingencies of a material amount
arising from the review of the years open to inspection.
61

At 31 December 2011 and 2010, the Group had the following tax accounts, shown under "Deferred
taxes", "Tax liabilities", "Trade and Other Receivables" (see Note 10) in the attached consolidated
balance sheet (in thousands of Euros):
31.12.10 Additions
Scope
variation
Disposals 31.12.11
Deferred tax asset from foreign companies 7,716 --- 1,022 (282) 8,456
Tax Credit originating from deductions and BINS 16,895 --- --- (1,112) 15,783
Temporary differences available for deduction 6,690 2,579 --- (314) 8,955
Total deferred tax assets 31,301 2,579 1,022 (1,708) 33,194
Current tax assets (Note 10) 4,918 4,599 3,383 (4,918) 7,982
Non-current deferred liabilities 2,683 523 (42) (537) 2,627
- Output VAT 4,778 4,726 --- (4,778) 4,726
- Personal Income Tax Withholdings 1,480 1,038 --- (1,480) 1,038
- Social Security 938 754 --- (938) 754
- Profits tax 6,915 2,738 631 (6,915) 3,369
- Other tax liabilities 765 567 --- (765) 567
Total current tax liabilities 14,876 9,823 631 (14,876) 10,454
31.12.09 Additions Disposals 31.12.10
Deferred tax asset from foreign companies 5,165 2,551 --- 7,716
Tax Credit originating from deductions and BINS 20,294 --- (3,399) 16,895
Temporary differences available for deduction 10,835 742 (4,887) 6.690
Total deferred tax assets 36,294 3,293 (8,286) 31,301
Current tax assets (Note 10) 2,902 4,918 (2,902) 4,918
Non-current deferred liabilities 1,137 1,699 (153) 2,683
- Output VAT 4,035 4,778 (4,035) 4,778
- Personal Income Tax Withholdings 1,408 1,480 (1,408) 1,480
- Social Security 1,049 938 (1,049) 938
- Profits tax 5,411 6,915 (5,411) 6,915
- Other tax liabilities 544 765 (544) 765
Total current tax liabilities 12,447 14,876 (12,447) 14,876
20. Events after the reporting period
After the end of the financial year, ending on 31 December 2011, and until the date that these
Consolidated Financial Statements were prepared by the Directors of the Company, no event has
occurred that could significantly affect these Consolidated Financial Statements.
21. Related party transactions
Transactions between the controlling company and its subsidiaries, which are related parties, have been
eliminated in the consolidation process (a breakdown is not provided in this note). During the financial
year, and as a result of the sale of the Telcel shares detailed in note 2.4 above, the Group received
dividends amounting to 3,885,000 Euros, and there were no additional significant transactions with
other associated companies. Transactions between the company and its subsidiaries and associates are
disclosed in separate financial statements.
62

For information purposes, the Group and its associates are considered related parties:
• Administrators and Managers: the members of the Board of Directors and Senior Managers
(Note 22)
• Main shareholders (Note 22)
22. Remuneration of the Board of Directors and Senior Management
Directors' emoluments and salaries as established in the Company's Articles of Association
Remuneration to the members of the Board of Directors of Amper, S.A. 2011 totalled 984 thousands of
Euros.
On this figure, 563 thousands of Euros correspond to fixed emoluments and the fees paid to the
directors for attending Board and Committee meetings.
This sum is within the limit set by the General Shareholders Meeting, pursuant to article 24, section 1 of
the Group's Articles of Association, i.e. 750 thousands of Euros for both items.
The breakdown and distribution of this sum among the board members is as follows (thousands of
Euros):
Fixed
remuneration
Attendance
fees
Total
statutory
emoluments
Jaime Espinosa de los Monteros Pitarque (Chairman) 68 67 135
Alfredo Redondo Iglesias (CEO) 28 18 46
José Francisco Matéu Isturiz 28 22 50
Pedro Mateache Sacristán 28 20 48
Juan José Toribio Dávila 28 17 45
Luis Rivera Novo 28 22 50
Juan Carlos Ureta Domingo (term ending at 23.03.11) 5 5 10
Gorka Barrondo Agudín (term ending at 26.07.11) 16 16 32
José Sancho García 28 14 42
Tvikap (represented by José Manuel Arrojo Botija)( term ending at 25.01.12) 28 26 54
Ignacio López del Hierro (alta el 23.03.11) 22 14 36
CCM Renting, S.A. (represented by Luis Suárez Banciella)(term
beginning at 26.07.11) 11 4 15
Total 318 245 563
The remaining 421 thousands of Euros correspond to all remuneration (fixed and variable components,
monetary remuneration and payments in kind) paid to Board members who have discharged executive
duties, as per their contracts with the Company.
There are no allocations for pension funds, loans, guarantees or payments based on equity instruments
to the members of the Board. In the case of CEO Alfredo Redondo Iglesias, compensation twice the
sum of his annual salary is envisaged in the event of termination of his contract without due cause.
According to Note 18 on the share options plan signed in the report, 80,000 options correspond to the
CEO.
63

Remuneration to members of the Board arising from the Company's equity interest in other
companies
The Board members of the Group that represent it on the Boards of Directors of companies in which the
Group has a stake do not receive any remuneration in this regard.
Senior Management Remuneration
The remuneration of the General Managers of the Group companies and persons discharging similar
duties - except for those who are simultaneously members of the Board of Directors (see remuneration
table above) - in 2011 can be summarised as follows:
(Thousands of Euros)
No. of Remuneration (salaries)
Other
employees Fixed Variable Total Remuneration Total
13 1,596 976 2,572 102 2,674
The remuneration consists of a fixed sum and a variable sum. The variable remuneration is determined
by applying a percentage to the fixed salary in each case, depending on the achievement of certain
targets. The variable sum corresponds to the entire 2011 financial year and will be paid in 2012, en on
the achievement of the targets defined for the financial year.
At 31 December 2011 there are no allocations for pension funds, loans, guarantees or payments based
on equity instruments to the members of the Senior Management.
23. Other disclosures regarding the Board of Directors
In accordance with the terms of article 229 of the Spanish Capital Company Act, we indicate
(below) the Company Administrators who, at 31 December 2011 held ownership interests and/or
held positions or discharged duties as employees, or in any other capacity, in companies outside
the Amper Group, that they directly engage in or control or own substantial equity interests in other
companies that engage in activities that are identical, similar or complementary to the corporate
purpose of Amper, SA.:
Name Company Position Ownership
interest
Jaime Espinosa de los Monteros None None ---
Alfredo Redondo Iglesias None None ---
José Francisco Mateu Isturiz None None ---
Juan José Toribio Dávila None None ---
Pedro Mateache Sacristán None None ---
Luis Rivera Novo None None ---
Igancio López del Hierro None None ---
José Sancho García
Panda Security
Altitude
Board Member
Chairman of the Board
5%
46%
Tvikap (represented by José Manuel None None ---
Arrojo Botija)
CCM Renting, S.A. (represented by Luis None None ---
Suárez Banciella)
Mónica Martín de Vidales Godino
(Secretary to the Board of Directors)
None None ---
The Directors of the Parent Company have not carried out transactions unrelated to the ordinary
business or under conditions other than that of the market with this Company, or with any affiliated
undertaking.
64

24. Guarantees to third parties and other contingent assets and liabilities
At 31 December 2011 the guarantees made to Group companies by financial entities to ensure
compliance with their commitments to third parties account for 61,791 thousands of Euros. The Group
does not expect any significant liability to arise as a result of these guarantees.
Amper Programas, S.A. has pledged a portion of its liquid assets on 31 December 2011 amounting to
16,300,000 Euros, in order to ensure the fulfilment of certain commitments with third parties.
There are certain tax proceedings opened against one of the subsidiary companies of the Group in
Latin America for an equivalent amount of 4,185,000 Euros. The legal advisors consider that the
resolution of the appeals filed by the Company will not derive conclusions that may be considered
adverse to the Company.
25. Environmental information
Throughout 2011 the expenses incurred by the Amper Group through its subsidiaries to guarantee the
protection and improvement of the environment are not significant. These are recognised in the
consolidated income statement.
The Company has identified and described the environmental situation of its facilities and activities with
reference to:
• Applicable environmental legislation.
• Environmental aspects and their associated impacts.
• Environmental management procedures and practices.
• Incidents and cases of non-conformity.
• Current environmental management situation in the context of the requirements of
benchmark standard ISO 14001.
According to the above mentioned, the Company Administrators estimate that there are no significant
contingent liabilities related to the protection and improvement of the environment, and do not consider it
necessary to record any allocation at 31 December 2011 under provisions for contingencies and
expenses of an environmental nature.
65

26. Other contingencies
The Amper Group is exposed to certain market risks, which it manages through the application of
systems of identification, measurement, concentration limitation and supervision.
The main basic principles defined by the Amper Group when establishing its policy of risk management
are the following:
Interest rate risk
Interest rate fluctuations change the fair value of assets and liabilities that accrue a fixed interest rate, and
also the future flows from assets and liabilities tied to floating interest rates.
The aim of managing the interest rate risk is to achieve a balanced debt structure that allows these risks
to be minimised, while also minimising the cost of debt.
Depending on estimates by the Group and the debt structuring objectives, hedging transactions are
carried out by arranging derivatives that mitigate the risks.
At 31 December 2011 and 2010 the Group's bank borrowings and other financial liabilities were tied to
floating interest rates, and the benchmark interest rate was mainly Euribor.
If interest rates at 31 December 2011 had been 100 basis points lower / higher while all other variables
remain constant, the consolidated profit after tax would have been 2,005,000 Euros greater / lower,
mainly due to a lower / greater financial expense for the variable rate debt.
Exchange rate risk
Exchange rate risk mainly corresponds to the debt contracted by the Group in Latin America.
Traditionally, the risk arising from this debt has not been significant, so the Amper Group did not consider
it necessary to undertake swaps, forward rate agreements or currency forwards. This has not been the
case in this financial year, following the acquisition of the eLandia Group whose functional currency is
the U.S. dollar, so the Company is now analysing a number of measures in this area. The risk of the
exchange rate on the net assets of the foreign operations of the Group in U.S. Dollars is primarily
managed with borrowings denominated in the same currency. The Group also endeavours to achieve a
balance between the cash collections and payments relating to its assets and liabilities denominated in
foreign currencies.
At 31 December 2011, if the Euro had depreciated by 10% with respects to the U.S. dollar and with
respects to the Brazilian Real while the rest of the variables remained constant, the consolidated profit
after tax would have been greater by 364,000 Euros, primarily as a result of the conversion of the trade
receivables and debt instruments classified as financial assets available for sale. The conversion
differences included in another overall result would have been greater by 1,957,000 Euros, primarily as
a result of the conversion differences of foreign operations.
66

The following table details the Group's exposure to the risk of the exchange rate at 31 December
2011. The attached tables reflect the book value of the financial instruments or the types of financial
instruments of the Group denominated in foreign currency.
Thousands
of USD
Thousands
of BRL
Non-current financial investments 264 17,634
Other non-current assets 4,014 ---
Total non-current assets 4,278 17,634
Trade receivables and other accounts receivable 87,341 100,616
Cash and other equivalent liquid assets 16,902 18,650
Total current assets 104,423 119,266
Total assets 108,521 136,900
Non-current financial debt 26,024 3,722
Other non-current accounts payable 3,440 ---
Total non-current liabilities 29,464 3,722
Current financial debt 11,349 22,010
Trade creditors and other accounts payable 105,480 39,358
Total current liabilities 116,829 61,386
Total liabilities 146,293 65,090
Gross exposure of the balance sheet (37,772) 71,810
Liquidity risk
The Group maintains a consistent liquidity policy when contracting credit facility commitments, for a
sufficient sum to cover forecast needs for a given period based on the situation of the debt and capital
market. This is reflected in Note 13 (information on credit facilities arranged). During the financial year,
the Company proceeded to sort the entire financial debt with the bank (note 13), and therefore the
Directors of the Company consider that there are no significant risk in this respect.
Credit risk
The Group does not have a significant concentration of credit risk, except for the situation described in
Note 15 on transactions with Grupo Telefonica. The Group has policies to ensure the recoverability of
the investments in projects as well as for the collectability of accounts receivable for the provision of
services to clients with an adequate credit history. The Group orchestrates the collection from certain
clients through non-recourse factoring lines. The Group does not maintain financial assets past due at
31 December 2011 or 2010 for any significant amount.
67

27. Subsidiaries
Below we present data on the subsidiaries (consolidated using the global integration method) of the
Company at 31 December 2011:
Amper Do Brasil
Company Registered office Line of business
Amper Programas de
Electrónica y Comunicación,
S.A. (Amper Programas)
Amper Sistemas, S.A.
S.A. de Finanzas y
Telecomunicación (SAFITEL)
Epicom, S.A.
Landata Comunicaciones de
Empresa, S.A.
Hemisferio Norte Brasil
Hemisferio do Sul
Participacoes Ltda.
Medidata Informática, S.A.
Rua Marques de
Alegrete, 45 – Porto
Alegre (Rio Grande
do Sul) Brazil
Pol. Ind. Los
Ángeles, Autovia de
Andalucia, km.
12,700 28905 Getafe
(Madrid)
C/ Marconi, 3 –PTM.
-28760 Tres Cantos
(Madrid)
C/ Marconi, 3 –PTM.
-28760 Tres Cantos
(Madrid)
Pol. Ind. Los
Ángeles, Autovia de
Andalucia, km.
12,700 28905 Getafe
(Madrid)
C/ Marconi, 3 –PTM.
-28760 Tres Cantos
(Madrid)
C/ Marconi, 3 –PTM.
-28760 Tres Cantos
(Madrid)
Rua de Assembleia,
58 20011-000 Rio de
Janeiro –RJ –Brazil
Rua Rodrigo de Brito,
13 –Botafogo 22280-
100 Rio de Janeiro –
RJ-Brazil
Installation and technical
assistance services for
telecommunication systems
Engineering and
manufacturing of
telecommunications
equipment and systems for
Defense.
Engineering of integrated
telecommunications and
control systems
% of ownership
and voting
rights
Auditor
100 ---
51 KPMG Auditores,
S.L.
100
KPMG Auditores,
S.L.
Financial brokerage 100 ---
Development, manufacturing
and marketing of
cryptographic systems
applications, technical
assistance and consultancy
services
All kinds of projects related to
telecommunications
equipment and electric and
electronic equipment and
systems
Acquisition of temporary
holdings in unlisted nonfinancial
companies
Acquisition of temporary
holdings in unlisted nonfinancial
companies
Manufacturing and marketing
of electronic systems and
ancillary equipment and the
provision of services
100 KPMG Auditores,
S.L.
80.10 KPMG Auditores,
S.L.
86.56 ---
86.56 ---
77.00
Performance
Auditoría e
Consultoría
Empresarial, S/S
XC. Comercial Exportadora,
Ltda.
Rua Nossa Señorra
de Penha, 367 Sala
302 Parte A. Praia do
Canto Vitoria Espirito
Santo - Brazil
Import and marketing of data
processing equipment
(software and hardware)
77.00
Performance
Auditoría e
Consultoría
Empresarial, S/S
eLandia International, Inc.
8333 NW 53rd Street,
Doral, Florida 33166
– USA
Engineering of infrastructures
and network integration
services and systems
85
KPMG Auditores,
S.L.
Elandia/Desca Holdings LLC
(Delaware)
Delaware (USA)
Engineering of networks,
systems, services and supply
of telecommunications
85 ---
Desca Transistemas, S.A.
(Argentina)
Argentina
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Argentina
Servidesca Mexico S. de R.L.
de C.V (Mexico)
Mexico
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Mexico
68

Desca Holding, LLC
(Delaware)
Delaware (USA)
Engineering of networks,
systems, services and supply
of telecommunications
85 ---
Desca SYS Centroamérica
S.A. (Costa Rica)
Costa Rica
Engineering of networks,
systems, services and supply
of telecommunications
68
KPMG
Costa Rica
Desca El Salvador, S.A.
El Salvador
Engineering of networks,
systems, services and supply
of telecommunications
68.85 ---
Desca Nicaragua S.A.
Nicaragua
Engineering of networks,
systems, services and supply
of telecommunications
68.85 ---
Desca Guatemala, S.A.
Guatemala
Engineering of networks,
systems, services and supply
of telecommunications
68.85 ---
Desca Honduras S.A. de
C.V.(Honduras)
Honduras
Engineering of networks,
systems, services and supply
of telecommunications
85 ---
Desca Panamá Inc (Panama)
Panama
Engineering of networks,
systems, services and supply
of telecommunications
76.5 ---
Descaserv Ecuador S.A.
(Ecuador)
Ecuador
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Ecuador
Desca Perú S.A.C. (Peru)
Peru
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Peru
Desca Colombia S.A.
(Colombia)
Colombia
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Colombia
Desca Corp (Florida)
Florida (USA)
Engineering of networks,
systems, services and supply
of telecommunications
81 ---
Desarrollo de Soluciones
Específicas, C.A. (Venezuela)
Venezuela
Engineering of networks,
systems, services and supply
of telecommunications
85
KPMG
Venezuela
eLandia Technologies Inc.
(Delaware)
Delaware (USA)
Engineering of infrastructures
and network integration
services and systems
85 ---
American Samoa Hawaii
Cable, LLC (Delaware)
Samoa American Samoa
Cable, LLC (Delaware)
AST Telecom LLC (Delaware)
American Samoa Etmt, Inc.
(American Samoa)
Delaware (USA)
Delaware (USA)
Delaware (USA)
American Samoa
Engineering of networks,
systems, services and supply
of telecommunications
Engineering of networks,
systems, services and supply
of telecommunications
Engineering of networks,
systems, services and supply
of telecommunications
Engineering of networks,
systems, services and supply
of telecommunications
56.69 ---
56.69 ---
85 ---
85
KPMG
Fiji
Bluesky SamoaTel Investment,
Ltd. (Samoa)
Samoa
Engineering of networks,
systems, services and supply
of telecommunications
66.3
KPMG
Fiji
69

Bluesky Samoa Limited
(Samoa)
Samoa
Engineering of networks,
systems, services and supply
of telecommunications
49.72
KPMG
Fiji
CTT Center of Technology
Transfer Corporation (Panama)
Panama
Organization and provision of
training courses on networks
and systems
85 ---
CTT Corporation Sucursal
Colombia (Colombia Branch)
Colombia
Organization and provision of
training courses on networks
and systems
85 ---
CTT Centro de Transferencia
de Tecnología S.A de C.V.
(Mex)
Mexico
Organization and provision of
training courses on networks
and systems
85 ---
CTT Perú SAC (Peru)
Peru
Organization and provision of
training courses on networks
and systems
85 ---
CTT Centro de Transferencia
de Tecnología S.A. (Costa
Rica)
Costa Rica
Organization and provision of
training courses on networks
and systems
85 ---
CTTUSA Center of Transfer of
Technology LLC (Florida)
Florida (USA)
Organization and provision of
training courses on networks
and systems
85 ---
CTT Centro de Transferencia
de Tecnología C.A.
(Venezuela)
Venezuela
Organization and provision of
training courses on networks
and systems
85 ---
70

The previous Annual Consolidated Financial Statements of Amper. S.A. and its subsidiaries for the
financial year ending 31 December 2011 were prepared by the Board of Directors in its meeting held
on 29 February 2012. They cover 69 pages, numbered 1 to 69 (inclusive).
In compliance with the terms of Article 253 of Spanish Limited Liability Company Act, all the
members of the Board of Directors sign this document by virtue of their position.
Mr. Jaime Espinosa de los Monteros
Mr. Alfredo Redondo Iglesias
Mr. Pedro Mateache Sacristán
Mr. Luis Rivera Novo
Mr. José Francisco Matéu Isturiz
Mr. José Sancho García
Mr. Juan José Toribio Dávila
Mr. Ignacio López del Hierro
Mr. Luis Suárez Banciella
On behalf of CCM Renting, S.A
Mr. José Manuel Arrojo Botija
On behalf of Aralia Asesores, S.L.
71

AMPER, S.A.
and
Subsidiary Corporations
2011 Management Report
The following is the Management Report of AMPER, S.A. and Subsidiary
Corporations formulated at the Board of Directors meeting of AMPER, S.A. dated 29
February 2012. The transcript consists of 95 pages, double-sided, on plain paper
with the logo of AMPER in the top right corner and numbered 1 to 95 at the foot of
the page. All pages are signed by the Deputy Secretary of the Board of Directors for
identification purposes, and the last page has the signature of every member of the
Board of Directors.

AMPER GROUP
2011 MANAGEMENT REPORT
IMPROVED RESULTS IN THE 2011 FINANCIAL YEAR
The contracting of Amper in the 2011 financial year has risen significantly to 406
Million Euros, almost twice that obtained in 2010, of 212 Million Euros. In this financial
year, the two Divisions of Amper, both the Defence as well as the Communications and
Security Divisions, have been awarded major contracts outside Spain. In the foreign
market, the total contracts procured have ascended to 314 Million Euros, representing
77% of the total.
The turnover of 393 Million Euros has also experienced an important increase,
exceeding by 50% the 262 Million Euros recorded in the previous financial year. The
revenue share of the foreign market of the total has also increased by 25 percentage
points with respects to the previous financial year, and it has amounted to 61% this
financial year.
In Spain, the turnover has declined in 9% with respects to 2010, reducing the decline
with respects to 2009, which was a decline of 14%. The trend of growth abroad and the
deceleration of the decline in Spain are in line with the expectations of the Company for
2011.
The EBITDA grew significantly, reaching 23.3 Million Euros compared to - 8.9 Million
Euros in 2010.
The recurring EBITDA for the 2010 financial year ascended to 9.7 Million Euros, a
figure from which nonrecurring expenses amounting to 18.6 Million Euros were
deducted, most of which corresponded to the provision for labour restructuring carried
out in the first months of 2011.
The net profit has improved by 25.5 Million Euros reaching - 8.3 Million Euros in 2011,
compared
to - 33.8 Million Euros in 2010.
The composition of the net sales, the contracts and the EBITDA in Millions of Euros
by Divisions and Markets is detailed below:
Ventas
Contratación
España Exterior España Exterior
Ebitda
Defensa 50 19 3 87 9,5
Comunicaciones y Seguridad 102 222 89 227 13,8
España y otros mercados 102 12 89 24 1,2
América Latina 210 203 12,6
Total Mercados 152 241 92 314
Total Amper 393 406
23,3

Defence
Communications
and Security
Spain and other
markets
Latin America
Total Markets
Total Amper
Sales Contracts
Spain Abroad Spain Abroad EBITDA
Vast improvement in the initial estimates
With this data, Amper has substantially improve the initial estimates, which involved the
integration of eLandia from 1 January 2011 (actually integrated 1 April), and a Euro /
USD exchange rate of 1.3.
If these two premises had been met, the turnover would have been 431 Million Euros,
and the EBITDA would have been 26.2 Million Euros, entailing significantly higher
figure in both cases (2.6% and 31% respectively) than those of the initial estimates
(420 Million Euros for the turnover and Euros 20 Million for the EBITDA).
Success of the internationalization strategy
Amper has complied during this financial year with its commitment to incorporating
eLandia, a major milestone that has contributed additional activity in 14 new countries
in Latin America and with sales amounting to 131 Million Euros which represent a
growth of 39% compared to sales of eLandia during the same period in 2010.
In addition to the operations resulting from this incorporation, the continuation of the
strategy to expand into other markets outside Latin America, such as the United Arab
Emirates and Vietnam markets, it has led to a great increase in activity abroad in 2011
compared to 2010, as can be seen in graphs below:
Spain – Abroad
Contracts 2010
Spain – Abroad
Contracts 2011
Spain – Abroad
Sales 2010
Spain – Abroad
Sales 2011
Increased efficiency
Improved productivity
The optimization of the structure in Spain has been carried out with a dual approach:
adaptation to the development of the business in the country and retaining the talent,

which has also been dedicated to the technological and commercial support to other
areas.
This restructuring has reflected an improvement of 7% in the personnel costs in this
market which represents an annualised savings of 9%.
Successful rearrangement of the financial debt
Amper successfully completed the process of restructuring its debt in the third quarter
of 2011 by means of the novation of the contracts it has with 29 financial institutions.
In this way, and as a result of the financial reorganization agreement reached with the
institutions, Amper goes from having 83% of its debt with a long maturity profile to a
debt of 5% by 31 December 2010.
These contracts involve the refinancing of a syndicated loan of 53 Million Euros for a
period of 7 years with a 2 year exclusion period and the stabilization of the working
capital financing lines for a period of 3 years, which amount in aggregate form to a total
of 55 Million Euros. The Company has obtained new financing in the amount of 4.5
Million Euros.
The level of net debt of Amper amounted to 84 Million Euros at the end of the 2011
financial year compared to 51 Million Euros at the end of the previous financial year.
The key factor in this increase has been the consolidation of the debt of eLandia.
Improved operating capital
Lastly, the working capital has also improved substantially by 19 Million Euros on a
comparable basis after the deduction of the restructuring provision included in the
balance of 2010. This improvement was caused in part by the effects of the T2C
Project (Time to Cash, or optimization of the working capital), and at the end of 2011 it
reached a balance of -13.1 Million Euros.
Innovation: Continuation of the strategic commitment
Despite the current financial and economic situation, Amper has continued its firm
commitment to innovation which, in a globalized scenario like the present, means an
active differential of a clear added value. According to the internal powers or the
planned business models, this commitment is twofold: it's own R & D + innovation or
the technology agreements with strategic partners.
With respects to its own R & D + innovation, Amper dedicated a total of 151 people and
an amount of 12.6 Million Euros in 2011.
As for the agreements with strategic technology partners, Amper has signed a series of
agreements, among which include the following:
With Telefónica, to offer Defence, Security and Communications solutions to the Major
Corporations and Public Administrations in Latin America, a field in which both partners
already have experience in working together in Spain and in other European countries.
With Google Enterprise, to use the technology of Google Earth Enterprise Portable and
Google Earth Enterprise in Amper security solutions which, for the first time, permit the
management of emergencies in centres, including without Internet connection, or in
critical situations with high levels of operational demand.
With Quantenna, to use 4x4 MIMO WiFi technology, which will allow the wireless
broadband services (HDTV, or any content in video format) to reach the homes of the
consumers, to multiple wireless devices regardless of the architecture, simultaneously
and thereby simplifying the installation.

Outlook
Despite the outlook of uncertainty and financial turmoil, the diversity of the markets we
serve and the products we develop, together with our ongoing efforts to improve
efficiency, allow us to suggest that in 2012, Amper could reach an increase greater
than 10% in the turnover and an increase greater than 20% in the EBITDA, considering
a Euro / USD exchange rate of 1.3.

ACTIVITY BY DIVISIONS. DEFENCE
Figures in Millions of Euros (M Euros)
Defensa 2011 2010
Ventas 69,2 60,5
Contratación 90,4 26,6
Ebitda 9,5 5,2
Defence
Sales
Contracts
EBITDA
The turnover in the Division of Defence in 2011 amounted to 69 Million Euros, thus
representing an increase of 14.4% over the same period during the previous year.
The bulk of the overseas sales has accounted for 27.5% of the total and increasing by
10 percentage points over the previous financial year.
The volume of contracts during this year amounted to 90 Million Euros compared with
27 Million Euros for the previous year. This increase in contracts sold is based primarily
on the contracts procured in foreign markets, which represent 96% of the total
contracts.
The EBITDA amounted to 9.5 Million Euros compared to 5.2 Million Euros for the
previous year, thanks to the significant optimization of costs and the preparation of
contracts with a high profit margin.
At the end of the period, the backlog of Defence amounted to more than 1.5 years of
sales, with the majority of these orders corresponding to the foreign market.
The most notable events in Defence
The Defence Division of Amper is a leader in providing solutions in this sector with a
complete catalogue of Information systems for Command and Control, Military
Communications systems, Aeronautical Systems and Equipment, Radio Aids to Air
Navigation and Air Force Protection systems.
Its projects have developed and expanded information and communications
technologies which are new or already established in the military in order to create
open and interoperable systems that range from the major command centres to the
mobile units deployed in the field, and which include the possibility of managing
multiple simultaneous operations by adapting, if necessary, to the needs of the civil
authorities.
Information Systems for Command and Control
An excellent example of the above are the contracts for the supply of a comprehensive
Command and Control system for the Ministry of Defence of the United Arab Emirates

for an amount of 92 Million Euros, which successfully covered the activities
corresponding to the first and second technological milestones.
Another excellent example is the contracts signed in Switzerland with Armasuisse and
Swiss Thales for the expansion of the management capabilities of the Command and
Control System of the Swiss Army (FIS HE). This system, already in use by the Swiss
Armed Forces, is a dual system which has also been used to control and monitor major
events, such as the European football championship.
This consolidates the leadership of Amper, due to the fact that it is one of the few
multinational companies providing an information system for the Military Command and
Control Operations in more than two countries, since currently it can be found in Spain,
United Arab Emirates and Switzerland.
In Spain, the award of the Ground Forces contract was obtained for the development of
prototypes, which would usually be followed by the corresponding serial units of 70
vehicles Command Post Battalions.
Military Communications Systems
In Military communications systems, and for the Spanish Ground Forces, the contract
to supply a WiMAX tactical mobile communications system integrated with the rest of
the available tactical media was signed, and concluding the supply the provision of the
VHF PR4G radio equipment corresponding to the multi-year contract signed in 2007.
By means of the NATO Logistics Agency, IP integration equipment were delivered to
the Spanish Ground Forces for their vehicles.
Aeronautical Systems and Equipment
The Spanish Air Force has commissioned Amper with the supply of Aeronautical
Communications Equipment for the HAD Tiger and NH-90 helicopters to transport
troops.
Air Navigation Radio Aid Systems
The Spanish Air Force awarded Amper a contract to renew their radio navigation
systems for the Getafe air base, and AENA has awarded Amper a contract to maintain,
repair and supply the replacement parts for the corresponding equipment.
Air Force Protection Systems
During this period, the Spanish Air Force was supplied with a protection system that
integrates and controls any unattended sensors.

ACTIVITY BY DIVISIONS. COMMUNICATIONS AND SECURITY
For the 2011 financial year, the data of the division is detailed separately for the market
in Latin America and Spain.
Latin America
The table reflects the data for the market in Latin America, incorporating the figures of
eLandia to the Amper figures in Brazil from 1 April 2011. The 2010 financial year data
reflect only the Amper figures in Brazil.
Figures in Millions of Euros (M Euros)
América Latina 2011 2010
Ventas 210,2 76,3
Contratación 202,7 67,2
Ebitda 12,6 ‐0,9
Latin America
Sales
Contracts
EBITDA
During this financial year, the net sales in the Latin American market has amounted to
210 Million Euros, which is triple the 76 Million Euros made in the same period of the
previous year.
The contracts signed in Latin America, which has amounted to 203 Million Euros, has
also nearly tripled the contracts signed in 2010, which amounted to 67 Million Euros.
The EBITDA was 12.6 Million Euros, compared to the negative EBITDA figure of the
previous year.
Comparing the data from this financial year, in relation to those obtained in the
previous year, Brazil has increased its contracts by 11.5%, its turnover has increased
by 4% and the EBITDA has amounted to 6.3 Million Euros compared to the negative
EBITDA figure of the previous year.
Similarly, in an exclusive comparison of the figures of eLandia between the 2010 and
2011 financial years, the contracts signed in 2011 amounted to 158 Million Euros. This
entails an increase of 51.3% with respects to the previous financial year. The sales,
with a value of 159 Million Euros, entailed an increase of 39.3% with respects to 2010
and the EBITDA amounted to 8.3 Million Euros in 2011 compared to the negative value
of -5.7 Million Euros of the previous year.

Spain
The table reflects the data for the market in Spain:
Figures in Millions of Euros (M Euros)
España 2011 2010
Ventas 113,3 125
Contratación 112,7 118,5
Ebitda 1,2 ‐13,2
Spain
Sales
Contracts
EBITDA
In Spain, the Communications and Security Division has achieved, during the 2011
financial year, a turnover of 113 Million Euros which represents a decrease of 9% with
respects to the same period of the previous year.
This decline has been less than the decline obtained in 2010 with respects to the 2009
financial year. This entails a slowdown in the decline of business in Spain.
Contracts in 2011, totalling 113 Million Euros, have fallen by 5% compared to the 119
Million Euros obtained in the 2010 financial year.
The EBITDA has amounted to a value of 1.2 Million Euros during the period compared
to a negative value of -13.2 Million Euros in the previous financial year. This represents
a significant improvement.
This substantial increase of the EBITDA is due, among other things, to the effect of the
completed restructuring to adapt the structure of the company to the existing market.
The most notable events in Communications and Security
The Communications and Security Division offers solutions in Communications
Networks, Unified Communications and Collaboration, Data Processing Centres,
Mobile Communications, Connectivity, Next Generation Networks and Managed
Services, as well as in Cryptography Systems, Border Protection Systems, Emergency
Services Management Systems, Mobility Systems and Critical Infrastructure Protection
Systems. Their clients are located in the sectors of Public Administration,
Telecommunications Service Providers, Energy and Utilities, Industry, Services,
Transport, Health, Banking and Insurance.
Communication Networks
In Spain, Amper has strengthened its leadership with its contract with AENA to improve
their critical communications at the Airport of Palma de Mallorca with its TETRA mobile
radio communications system oriented for corporate networks, in addition to those
already deployed at the airports of Barcelona, Zaragoza and Alicante, as well as the
renovation of the secure communications with TETRA for Iberia.
Other contracts of network deployment and improvement, network migration to IP
technology, reengineering, network consulting services or the evolution of networks in
special buildings are obtained with Telefónica, Euskaltel, Bankia, the General Treasury

of Social Security, the University of Valencia and the Barcelona Municipal Transport
Services.
In Latin America, Amper has been awarded major contracts in Argentina, Brazil,
Colombia, Ecuador, Mexico, Panama and Venezuela, among others.
In Brazil, Amper has been chosen by Telebras, in a contract with a value greater than
24 Million Euros, to integration solutions for the IP network within the National
Broadband Plan promoted by the Government, which is to reach more than 3,000 cities
throughout the country. Also, in this country, contracts have been secured with
Telefonica, Petrobras, Globosat, TV Globo, the National Steel Company and the
Regional Electoral Courts.
In Ecuador, the National Telecommunication Corporation has commissioned Amper
with expanding its national IP / MPLS backbone in a contract with a value greater than
17 Million Euros for the mass access to quality Internet service for corporate and
government clients, within the key initiatives for the revitalization and transformation of
the Ecuadorian economy.
In Mexico, Comtelsat has awarded its network infrastructure project to Amper in a
contract with a value greater than 13 Million Euros
and others contracts worth noting in Latin America are the contracts signed in
Venezuela with Banco Mercantil and Banesco Banco Universal, in Argentina con
Standard Bank and Supercanal, in Colombia with Ecopetrol, Colpatria Red Multibanca,
and the Foster Wheeler Corporation and in Panama with the HSBC Bank.
Unified Communications and Collaboration
Telefónica has awarded Amper contracts in Spain, for the expansion of the Ibercom IP
network of Prosegur and of the General Treasury of Social Security.
Data Processing Centres
Amper has been commissioned by Banco Santander for the remodelling of the
intelligent structured cabling, the renovation of booths and monitoring the use of its new
Data Processing Centre of Cantabria in Spain.
In Brazil and Venezuela, contracts for the implementation and updating of the Data
Processing Centres with Telefonica, Prodabel and Banco Provincial have also been
awarded.
Digital Home
Telefónica has made Amper its reference supplier of WiFi routers and BHS gateways
with 11n technology for its multimedia Trio offer of home IPTV when it awarded Amper
the contracts to supply these elements in bulk for Spain, Chile and Peru.
Also, for Telefónica in Brazil, Chile, Peru and Venezuela, Amper has supplied
equipment for the reception and integration of DTH (Direct To Home) satellite TV.
Vietnam has also been the destination of this DTH television equipment.
Mobile Communications
Amper has won contracts in Spain to update the mobile networks of Telefonica and
Vodafone.
In Spain and Latin America, Telefonica signed a contract with Amper to provide the 3G
fixed wireless access terminals for the integration of the mobile and fixed
communications services, and to be the global supplier of satellite TV receivers with
SD resolution.
Next Generation Networks
In Spain, Amper was selected by Iberdrola for the implementation and modernization of
the communications system of 40 dams of its facilities.

In Brazil, Amper was awarded the supply of the fibre networks to the FTTH of
Telefónica of Sao Paulo, as well as the award of the modernization of stations of the
Electric Power Company.
Telefónica selected Amper for its MPLS network in Venezuela, and it has selected
Amper to carry out the wireless network routing improvement works in Colombia.
In Belize, the Public Administration has commissioned Amper with its MPLS next
generation network to 10 Gb in order to provide new services by integrating the existing
services in corporate and residential environments.
Managed Services
Lastly, Amper is working on the integration of its Network Operation Centres in Spain,
Brazil and Colombia with a view to creating a Global Network Operations Centre which
shall improve their competitiveness in the provision of these services to the operators.
Cryptography Systems
In 2011, Amper developed a dual IP Encryptor for the Spanish Government which will
be certified by NATO in 2012 for its use in networks that handle classified information
pertaining to the Alliance.
Border Protection Systems
In Spain, the Ministry of Interior (General Directorate of Police and the Civil Guard) has
awarded Amper the design and implementation of the necessary technology for the
Operations Room, from where the new Territorial Command and Control Centres shall
be coordinated and directed.
It shall also house the Centre for Coordination of maritime surveillance of coasts and
borders, where the information of the Comprehensive External Surveillance System
(SIVE) in Malaga, Granada, Cadiz, Algeciras and Ceuta will be integrated and where
the actions of the Civil Guard shall be coordinated nationally.
It shall also be the Point of Contact for the national and international agencies, whose
activities are related to the maritime environment.
Emergency Services Management Systems
In Spain, the Ebro River Basin Authority has awarded Amper the contract for the
maintenance of the Automatic Hydrological Information System (SAIH) of the Ebro
River.
The Autonomous Community of Madrid has commissioned a new Fire Services Control
Centre within the 112 emergency service building. It will integrate the new TETRA
network with the existing network and make the networks interoperable.
With Telefónica, the management of incidents shall be integrated in the SIRDEE
network of the Ministry of Interior, which shall increase its operational capacity.
In France, Amper has been commissioned with the provision of the Emergency System
for the SAMU network of Dijon.
In Venezuela, in the Municipal District of Baruta, the most advanced Emergency Care
Centre in the country was deployed, known as "Baruta 171," which integrates the local
health care services of Polibaruta, the Traffic Police, the Baruta Health Clinic and Civil
Protection to optimise the response time to any emergency involving police assistance,
road safety, health services, civil defence and fire services to a town with a population
of 700,000.
In Argentina, Amper executed a similar system, the 911 Emergency Services of the city
of Mendoza.
And in Mexico, the Mexico City Safe project, the largest Emergency Care Centre in the
world in terms in the number of positions of operators, was expanded by integrating its
communications and with similar characteristics to the above.

Mobility Systems
In Spain, Amper was been awarded several contracts for fleet control by means of a
comprehensive system of mobility for vehicles which incorporates video processing in
real time.
The contracts also include the corresponding control centres to ensure the system
management, and the contracts were signed with the Basque Government, with FCC,
with the Canal de Isabel II and with Grúas of Gran Canaria.
Critical Infrastructure Protection Systems
In Spain, Amper was selected by Repsol to implement its pipeline surveillance system.

Strategic cooperation agreements
In line with the ongoing search for alliances with the business opportunities not covered
by its own line of R & D + innovation, Amper signed important strategic cooperation
agreements over the 2011 financial year, which are listed below:
• With Telefónica, to offer Defence, Security and Communications solutions to the
Major Corporations and Public Administrations in Latin America.
• With Google Enterprise, to use the technology of Google Earth Enterprise Portable
and Google Earth Enterprise in security.
• With Quantenna, to use the 4×4 MIMO WiFi technology which will allow the home
wireless broadband services (HDTV, or any content in video format).
• With Fractalia Software, for the management of devices and the dynamic marketing
for operators and major clients in Latin America.
• With Infovista, for the management of network performance in network operation
centres for major operators.
• With Aspect Communications, for the management of client interactions.
• With Ciena, for the distribution of solutions based on optical networks.
• With Alcatel-Lucent, for the distribution of solutions of unified communications and
IP networks.
• With AST Modular, in end to end Data Processing Centres for services in private or
public clouds.
• With EMC, VCE, Citrix, CA and NetApp, for the revitalization and management of
infrastructure cloud services.
• With Accenture, for the integration and marketing of solutions of emergency
services management for the Security Forces and Bodies of the State.
• With Tecnalia, for the development of intelligent algorithms in data fusion
processes.
• With Arquero, for the integration of video and access control in critical infrastructure
protection systems.
• With Mistral, for the optimisation and manufacture of various elements in India of
the security solutions currently available in other markets. The agreement will
enable the entry of Amper in the Indian market, a country with a significant
business potential, and in which the first contract in this sector has already been
awarded.

HUMAN RESOURCES
The workforce grew by 80% in 2011 with respects to 2010, reaching 2,039 people in
December 2011. This increase of 907 persons is broken down in the follows manner:
(Figure in thousands €)
2011 2010 Variation
Spain 418 562 -144
Defence 276 289 -13
Brazil 205 201 4
Rest of Latin America 1.061 0 1.061
Corporation 79 80 -1
TOTAL 2.039 1.132 907
SUBSEQUENT EVENTS
There are no significant events subsequent to 31 December 2011.
RISKS AND UNCERTAINTIES
Amper has a Corporate Risk Map configured as a tool to facilitate the identification,
management and monitoring of all risks with a significant impact on the objectives of
the entity. The monitoring and update of the Corporate Risk Map is the responsibility of
the various Marketing and Product Managements and of the Internal Audit. The Audit
and Control Committee monitors and verifies this information to ensure further
alignment of the risks faced by the company with its strategy.
The main categories of risks referred to are as follows:
• Risks related to processes.
• Financial risks.
• Technological risks.
• Human Capital risks.
With regard to the 2012 fiscal year, there has been no identified risk or additional
significant uncertainty which is managed by the company in its field of business.

RESEARCH AND DEVELOPMENT
Amper, in its commitment to innovation as a fundamental value to acquire the
development of products and differential services with which to compete with the major
companies in the sector, both in the national and the international markets, develops
an active policy of promotion of R & D + innovation activities.
Amper has allocated to these operations 12.6 Million Euros, on a consolidated level,
and it has dedicated the efforts of 155 people from among all its subsidiaries. This
investment focuses on those areas in which Amper sees a clear potential in the
medium and long term development in the existing clients as well as in new markets.
To accomplish this, Amper not only seeks to improve its existing portfolio but it also
seeks the generation of new products and services in the areas of Command and
Control Systems, Emergency Services Management Systems, Border Protection
Systems, Cryptosystems and access to telecommunications services from areas with a
low population density.
These projects possess a dual technology approach, i.e., they are applicable both in
the civil as well as the military sphere. This enables us to be on the technological
cutting edge and to address a large number of markets.
Products like the ne.on family of command and control systems, simulation or the
nemesis family of border surveillance systems, emergency services management
and mobility have already been exported to countries such as Switzerland, France,
Serbia, Estonia, Chile, Mexico, Argentina, United Arab Emirates, etc. During the 2011
financial year, we continued to invest in adding new capabilities from the ne.on
family which are anticipated as an essential complement in the command and control
systems in the coming years, especially in the areas of planning and the integration of
sensors. An investment has been made in the area of communications leading to the
production of high added value products which simplify field operation and can be
marketed after the upcoming year.
In the longer term policy focused on the training in new technologies, continued
investment in projects which are addressed in consortium is made and which has
external funding, among which we can highlight the following:
• INTEGRA. This is a national project on the Control of Unregulated
Borders. It has an overall budget of 28.4 Million. Amper leads a consortium
of companies in which it has a participation of 31% therein. It is subsidised
by the CENIT Programme with 50% funding. The main objective of
INTEGRA is to raise the state of art of the technology, basis on which to
settle the comprehensive management of migratory movements with a
global outlook of the problem and an approach to a European solution.
Amper Systems leads the activities intended for the control of unregulated
borders, both land and sea, and is actively involved in the remaining
operations of the project.
• TECAMIS+. Technologies to improve crisis management in complex
scenarios. It entails an investment of 8 Million Euros over the next 3 years.
11% is subsidised and 50% is funded. For the TECAMIS project, the
Amper group has united three of its companies (Epicom, Amper
Programmes and Amper Systems), together with strategic partners in the
sector for the development of a new model of modular architecture
consisting of collaborative multi-agent environments integrated into the

paradigm of the Semantic Web which enables it to improve crisis
management in complex scenarios in which a large number of very diverse
organizations participate, all of this under strict security measures and
authentication.
• SINTONIA. The SINTONIA project (Unmanned Systems with Zero
Environmental Impact) includes the participation of 23 companies and 25
Research Bodies in the field of Aeronautics (UAS). Amper leads and
coordinates the work packages of Communications and Navigation.
In 2011, Amper received, along with 12 other entities, the award of the “HIT-GATE
Project: Heterogeneous Interoperable Transportable GATEway for First-
Responders” within the Seventh Framework Programme (FP7) funded with European
funds. The project will start during 2012 and it is scheduled to last for 3 years.
ENVIRONMENTAL ISSUES
The Company does not have any liabilities, expenses, assets, provisions or
contingencies of an environmental nature that may be significant in relation to the
assets, financial position and the results thereof. For this reason, specific disclosures
are not included in this Management Report regarding information on environmental
issues.
DERIVATIVES AND HEDGING TRANSACTIONS
The swap transaction on the interest rates is maintained to manage its exposure to the
fluctuations thereof in the syndicated loan, which is owned by Amper, S.A.
FUTURE OUTLOOK
The current situation of global economic and financial turmoil has a significant impact
on ongoing programmes and in future decisions in both the private sector as well as in
the public administration, and this constitutes an international stage of uncertainty.
However, the strategy of technological and geographical diversification followed by
Amper allows the Company to offset expected lower growth segments with others
whose estimate is more favourable, such as in the case of Latin America or Asia.
On the other hand, and regardless of the market conditions, Amper has continued with
its internal transformation programme for the optimisation of its resources and talents,
which has had and will continue to possess direct reflections in its size, and in the
improvement of its efficiency.
This allows us to think that, in 2012, Amper could reach an increase greater than 10%
in the turnover and an increase greater than 20% in EBITDA, considering a Euro / USD
exchange rate of 1.3.
AMPER IN THE STOCK MARKET
The share capital of Amper, S.A. amounts to 32,403,256 Euros and is represented by
32,403,256 nominal shares with a nominal value of one Euro each.
The shares had the following stock market performance during 2011:

• The last listed price was 1.66 Euros, with a maximum of 4.37 Euros in April and
a minimum of 1.19 Euros in November.
• The share had a trading frequency of 100%, trading in the 257 sessions of the
financial year.
• 12,072 thousands of shares were traded, the equivalent to 37% of the capital.
• The effective trading amounted to 36.049 Million Euros, with a daily average of
140 thousand Euros.
Amper, S.A. forms part of the "Communications and Information Services" Sector and
the "Electronics and Software" Subsector.
The shares of Amper have been included in the Ibex Small Cap since 1 July 2005.
Stock Market Evolution
Effective Trading Listed Prices (Euros)
Trading Thousand
s of
(Thousand
Euros)
Shares Days Maximum Minimum
January 2,147 734 21 3.08 2.76
February 8,616 2,488 20 3.95 2.90
March 3,694 1,025 23 3.95 3.21
April 5,929 1,438 19 4.37 3.79
May 4,592 1,156 22 4.21 3.72
June 1,837 513 22 4.10 3.20
July 1,408 430 21 3.68 3.00
August 671 232 23 3.23 2.57
September 928 377 22 2.95 2.15
October 1,983 947 21 2.23 1.96
November 2,249 1,502 22 2.15 1.19
December 1,995 1,229 21 1.91 1.25
2011 36,049 12,071 257 4.37 1.19

2011 2010 2009
Trading Frequency (%) 100 100 100
Number of shares traded (in thousands) 12,072 6,832 11,402
Traded volume (Millions of Euro in cash) 36.05 31.50 70.62
Average daily trading (shares) 46,972 27,772 44,893
Annual variation in the listed price - in percentage
30/12/11 30/12/10 Variation %
Amper, S.A. 1.66 2.90 -42.76
Ibex Small Caps 4,483 5,985.5 -25.10
Stock Market Indicators
Consolidated Data (*) 2011 2010
Closing price (Euros) 1.66 2.90
Dividend per share (Euros) -- --
Total shareholder remuneration (Euros) -- 0.02
Total remuneration / listed price (%) -- 0.69
Stock market capitalization (Millions Euros) 53.79 93.97
Major Shareholders
The share capital greater than 3% of the Social capital by 31 December 2011 was as
follows:
Number
of shares
Share
capital %
TVIKAP AB 7,132,290 22.01
CASTILLA LA MANCHA BANK 2,993,354 9.23
TELEFONICA, S.A. 1,873,144 5.78
CÍVICA BANK 1,652,566 5.10
NAROPA PORTFOLIO 1,638,929 5.05
LIQUIDAMBAR FINANCIAL INVESTMENTS 1,620,218 5.00

Board of Directors
(i) On 23 March 2011, the Board of Directors took note of the cessation of the
independent Director Mr. Juan Carlos Ureta Domingo and agreed to appoint Mr.
Ignacio López del Hierro Bravo as an independent Director to fill the vacancy, until
the next General Meeting of Shareholders is convened.
(ii) The Annual General Meeting of Shareholders held on 29 June 2011 agreed to the
following:
Re-elect Mr. Juan José Toribio Davila as an independent Director for a new term of
five years.
To ratify the appointment by co-option carried out by the Board of Directors, of Mr.
Alfredo Redondo Iglesias as the executive director, re-electing him for another term of
five years.
To ratify the appointment by co-option carried out by the Board of Directors, of Mr.
Ignacio López del Hierro Bravo as an independent director, re-electing him for another
term of five years.
To ratify the appointment by co-option carried out by the Board of Directors, of
TVIKAP AB as a Nominee Director, re-electing it for another term of five years.
Set the number of members to serve on the Board of Directors, within the minimum
and the maximum number provided for in Article 20 of the Articles of Association, at 10.
(iii) The Board of Directors Meeting held on 26 July 2011 agreed to appoint CCM
Renting, S.A. as a Nominee Director, following the cessation of Mr. Gorka Barrondo
Agudín by co-option, and to fill the vacancy, until the next Annual General Meeting is
held. CCM Renting, S.A. appointed Mr. Luis Suarez Banciella to act as its
representative.
(iii) The Board of Directors Meeting held on 25 January 2012 agreed to appoint Aralia
Asesores, S.L. as a Nominee Director, following the cessation of the Director
TVIKAP AB by co-option, and to fill the vacancy, until the next Annual General Meeting
is held. Aralia Advisors S.L. appointed Mr. Jose Manuel Arrojo Botija to act as its
representative.

In this way the Board of Directors of Amper, S.A., at 29 February 2012 is made up of
the following members:
Chairman
Chief Executive
Officer
Directors
Non-Director
Secretary
Non-Director Deputy
Secretary
Mr. Jaime Espinosa
de los Monteros
Mr. Alfredo Redondo
Date of the first
appointment
24-06-1999
26-07-2010
Number of shares
120,213 indirect
2 direct
1,100 direct
Aralia Asesores S.L.,
represented by Mr. 25-01-2012
José Manuel Arrojo
3,025 direct
CCM Renting, S.A.,
represented by Mr. 26-07-2011
Luis Suárez Banciella.
100 direct
Mr. Pedro Mateache 25-10-2007 8,644 direct
Mr. José F. Mateu 24-06-1999 1,288 direct
Mr. Luis Rivera 19-06-2008 3,210 direct
Mr. José Sancho 22-06-2010 147,400 indirect
Mr. Juan José Toribio 22-12-2005 4,838 direct
Mr. Ignacio López del
23-03-2011
Hierro
100 direct
Ms. Mónica Martín de
Vidales
Mr. José Martos
Treasury Stock
The number of shares on 31/12/2011 amounted to 811,025 shares (broken down into
743,540 direct shares and 67,485 indirect shares in Amper Programas, S.A.)
Disclaimer
This report contains estimates or projections regarding the expected evolution of
Amper. These estimates should be taken into account by analysts and investors only
as such, i.e., it does not imply a guarantee on what may be the future behaviour of the
results of Amper.
Those who interpret, and take these estimates as trustworthy, shall assume the risks
and uncertainties regarding the differences that occur between the aforementioned
estimates or projections, and the actual data obtained by Amper in the future.

ANNUAL CORPORATE GOVERNANCE REPORT OF AMPER S.A.
PUBLIC LIMITED COMPANIES
IDENTIFICATION DETAILS OF THE ISSUER
FINANCIAL YEAR END DATE: 31/12/2011
TIC: A-28079226
Corporate name: AMPER, S.A.

ANNUAL CORPORATE GOVERNANCE REPORT OF PUBLIC LIMITED COMPANIES’ MODEL
To understand and complete more precisely this model, please read the instructions attached to this effect at
the end of this document.
A. STRUCTURE OF THE OWNERSHIP
A.1 Complete this table about the Company’s Share Capital
Date last modified Share Capital (€) Number of Shares Number of Voting rights
27-10-2010 32,403,256.00 32,403,256 32,403,256
Specify whether there are different shares with different rights associated to them
NO
A.2 Specify the direct and indirect owners of significant holdings in your company at the end of the
financial year, excluding board members:
Name or company name of shareholder
Number of
Direct Voting
Rights
Number of
Indirect
Voting Rights(*)
% of Total
Voting
Rights
LIBERBANK S.A. 0 2,993,354 9.238
TELEFONICA S.A. 1,873,144 0 5.781
BANCA CIVICA S.A. 1,652,566 0 5.100
LIQUIDAMBAR INVERSIONES FINANCIERAS S.L. 1,620,218 0 5.000
DON MARCOS FERNÁNDEZ FERMOSELLE 191,291 1,330,370 4.696
Name or Company Name of the
indirect owner of the holding
LIBERBANK S.A.
Through: Name or Company
Name of he direct owner of the
stock
BANCO DE CASTILLA-LA
MANCHA S.A.
Number of direct
voting rights
% of total
voting
rights
2,993,354 9.238
DON MARCOS FERNÁNDEZ
FERMOSELLE
NAROPA CARTERA S.L.U. 1,330,370 4.106

Specify the most significant changes in the shareholder structure during the year:
A.3 Complete this tables about the Members of the company’s board of Directors who own voting rights in
the company:
Name or company name of Director
Number of
directly owned
voting rights
Number of
indirectly owned
voting rights (*)
% of total
voting rights
MR. JAIME ESPINOSA DE LOS MONTEROS
PITARQUE
2 120,213 0.371
MR. ALFREDO REDONDO IGLESIAS 1,100 0 0.003
CAJA CASTILLA LA MANCHA RENTING S.A.
100 0 0.000
MR. IGNACIO LOPEZ DEL HIERRO BRAVO 100
0
0.000
MR. JOSE FRANCISCO MATEU ISTURIZ
1,288
0 0.004
MR. JOSÉ SANCHO GARCÍA 0 147,400 0.455
MR. JUAN JOSÉ TORIBIO DÁVILA 4,838 0 0.015
MR. LUIS RIVERA NOVO 3,210 0 0.010
MR. PEDRO MATEACHE SACRISTÁN 8,644 0 0.027
TVIKAP AB 7,132,290 0 22.011
Name or Company Name of the
indirect owner of the holding
Through: Name or Company
Name of he direct owner of
the stock
Number of direct
voting rights
% of total
voting rights
Name or Company Name of the
indirect owner of the holding
MR. JAIME ESPINOSA DE LOS
MONTEROS PITARQUE
MR. JOSÉ SANCHO GARCÍA
Through: Name or Company
Name of he direct owner of the
stock
CATALECTIC CORPORATION
S.L.
INFORMATION BUSINESS
INTEGRATION A.G.
Number of direct
voting rights
% of total
voting
rights
120,213 0.371
147,400 0.455

% of total voting rights by the Board of Directors 22.890
Specify the following tables about the Company Directors who own options on shares in the company:
Name or company name of Director
Number of
directly
owned shares
Number of
indirectly
owned shares
Number of
equivalent
shares
% of the total
voting rights
MR. ALFREDO REDONDO IGLESIAS 80,000 0 80,000 0.247
A.4 Specify, where appropriate, the relationship of a family, commercial, contractual or corporate nature
among the owners of significant holdings, insofar as they are known to the Company, unless they are
intangible or arise out of the normal business dealings of the company.
A.5 Specify, where appropriate, the relevant relationships of a commercial, contractual or corporate
nature existing between the owners of significant holdings and the Company or its Group, unless they are
intangible or arise out of the normal business dealings of the company:
Type of relationship:
COM CON
Brief description:
Grupo Amper undertakes work with Grupo Telefonica under market conditions of transparency and competition. During the
2011 financial year it made sales to Grupo Telefonica to the value of €81,555,000 which represents 20.8% of its
consolidated turnover, compared to 36.5% in the 2008 financial year. Although once the transactions conducted through
the Telefónica Group, where it acts as a sales channel, have been deducted, the percentages would be 15.9% and 28.5%
respectively.
Related Name or Company Name
TELEFÓNICA S.A.
A.6 Specify whether agreements between shareholders have been notified to affect the Company under
article 112 of Stock Market Law. Where appropriate, give a brief description and relate the shareholders
bound by the agreement:

NO
Specify whether the Company is aware of any concerted actions among shareholders. Where
appropriate, describe them briefly.
NO
Specify whether said agreements or concerted actions have been modified or broken during the year:
A.7 Specify whether there is any individual or legal entity that exercises or may exercise control over the
Company pursuant to Article 4 of the Stock Market Law (Ley del Mercado de Valores). Where appropriate,
identify it:
NO
A.8 Complete the tables about the Company treasury stock:
As of year end:
Number of directly owned
shares
Number of indirectly owned shares (*)
% of total share capital
743,540 67,485 2.445
(*) Through:
Name or company name of direct owner of holding
AMPER PROGRAMAS DE ELECTRÓNICA Y COMUNICACIONES,
S.A.
Number of directly
owned shares
67,485
Total 67,485
Specify the significant changes, according to Royal Decree 1362/2007, made during the year:
Communication
Date
Total direct
shares
acquired
Total indirect
shares acquired
% total on
capital share

05/01/2011 300,044 6,135 0.995
Capital Gains/ (Losses) of the owned shares transferred during the exercise
(thousand Euros)
0
A.9 Detail the terms and condition(s) of the authorisation(s) in force of the Board of Directors in order to
acquire or transfer the Company’s treasury stock.
Resolution of the general shareholders’ meeting on 29 June 2011:
Authorising the Board of Directors so that, pursuant to article 146 of the Law on Joint-Stock Companies, they can
conduct the derivative sale and purchase of shares in the company under the following conditions:
a) Purchases may be carried out in any legally accepted form, either directly by Amper, S.A. or by a GROUP
company, up to the maximum amount permitted by the applicable legislation.
b) Shares may be bought at a price of not more than €20, there being no minimum price.
c) This authorisation shall be valid for 5 years.
A.10 Detail, where appropriate, the restrictions established either by law or the company articles on the
exercise of voting rights or on the acquisition or transfer of interests in the company share capital. Specify
whether there are the restrictions established either by law on the exercise of voting rights.
NO
Maximum Percentage of voting rights that the Directors can exercise by restrictions
established by law
0
Specify whether there are any restrictions established by the company articles on the exercise of voting
rights:
NO
Maximum Percentage of voting rights that the Directors can exercise by restrictions
established by the company articles
0
Specify whether there are any restrictions established by law on the acquisition or transfer of interests in
the company share capital.
NO
A.11 Specify whether the General Shareholders’ Meeting has agreed to take any neutralization actions to

address a public bid under 6/2007 Act.
NO
Where appropriate, specify the approved measures and conditions for the inefficiency of the restrictions:
B -
STRUCTURE OF THE COMPANY MANAGEMENT
B.1 Board of Directors
B.1.1 Specify the Maximum and minimum number of Directors envisaged in the company Articles of
Association:
Maximum number of Directors 15
Minimum number of Directors 7
B.1.2 Complete the following table with the Members of the Board:
Name or
company name
of Director
MR. JAIME
ESPINOSA DE
LOS
MONTEROS
PITARQUE
MR. ALFREDO
REDONDO
IGLESIAS
CAJA
CASTILLA LA
Representative
--
--
Office on
the board
Date first
appointed
Date last
appointed
Procedure of
election
CHAIRMAN 24/06/1999 19/06/2008 VOTED IN
SHAREHOLDERS
MEETING
MANAGING
DIRECTOR
26/07/2010 26/07/2010
VOTED IN
SHAREHOLDERS
MEETING
LUIS SUAREZ DIRECTOR 26/07/2011 26/07/2011 COOPTATION
Name or
company
name of
Director
Representative
Office on
the board
Date first
appointed
Date last
appointed
Procedure of
election
MANCHA
RENTING S.A.
BANCIELLA
MR. IGNACIO
LÓPEZ DEL
HIERRO
BRAVO
-- DIRECTOR 23/03/2011 29/06/2011
VOTED IN
SHAREHOLDERS
MEETING

MR. JOSE
FRANCISCO
MATEU
ISTURIZ
MR. JOSÉ
SANCHO
GARCÍA
MR. JUAN
JOSÉ TORIBIO
DAVILA
MR. LUIS
RIVERA NOVO
MR. PEDRO
MATEACHE
SACRISTÁN
-- DIRECTOR 24/06/1999 09/06/2009
-- DIRECTOR 24/07/2009 23/06/2010
-- DIRECTOR 22/12/2005 29/06/2011
-- DIRECTOR 19/06/2008 19/06/2008
-- DIRECTOR 25/10/2007 19/06/2008
VOTED IN
SHAREHOLDERS
MEETING
VOTED IN
SHAREHOLDERS
MEETING
VOTED IN
SHAREHOLDERS
MEETING
VOTED IN
SHAREHOLDERS
MEETING
VOTED IN
SHAREHOLDERS
MEETING
TVIKAP AB
JOSE MANUEL
ARROJO
BOTIJA
DIRECTOR 26/07/2010 29/06/2011
VOTED IN
SHAREHOLDERS
MEETING
Total Number of Directors 10
Specify the Resignations from the Board of Directors that have occurred during the period:
Name or Company Name of Directors
Status when resigned
Date of
Resignation
MR. JUAN CARLOS URETA DOMINGO INDEPENDENT 23/03/2011
MR. GORKA BARRONDO AGUDIN PROPIETARY 26/07/2011
B.1.3 Complete the following tables about the members of the board and their status:
EXECUTIVE DIRECTORS
Name or company name
of Director
Committee proposing appointment
Position in company
MR. ALFREDO REDONDO
IGLESIAS
APPOINTMENTS AND
COMPENSATION
MANAGING DIRECTOR
Total Number of Executive Directors
% of the board
1
10.000

EXTERNAL NOMINEE DIRECTORS
Name or company name
of Director
Committee
appointment
proposing
Name or company name of major
shareholder he/she represents or
who has proposed his/her
appointment
CAJA CASTILLA LA
MANCHA RENTING S.A.
--
BANCO DE CASTILLA-LA MANCHA
S.A.
MR. PEDRO MATEACHE
SACRISTAN
-- TVIKAP AB
TVIKAP AB -- TVIKAP AB
Total Number of External Nominee Directors
% of the board
3
30.000
EXTERNAL INDEPENDENT DIRECTORS
Name or company name of Director
MR. JAIME ESPINOSA DE LOS MONTEROS PITARQUE
Profile
Economist. Between 1981 and 1985 he worked at Manufacturer Hanover in
New York and London. From 1986 to 1988 he worked at Dillon Read Ltd in
London. In 1988 he developed his professional activity at Espinosa Partners
A.V.S.A and since 2000 he has held several offices at Kepler Equities, being
currently Chairman Advisory Board of Kepler Capital Markets. He is also
Director of Atlas Patrimonio S.L. and Zadig Fund.
Name or company name of the director
Profile
MR IGNACIO LÓPEZ DEL HIERRO BRAVO
Graduate in Economic Sciences. Civil Governor of Toledo (1977) and Seville
and Deputy Government Representative in Andalusia (1982)

Name or company name of the director
President of the public company Remolques Marítimos (1980 and 1984)
President of Soprea, public company for the economic promotion of Andalusia
(1984),
President of Cetursa, Sierra Nevada Ski Resort (Granada) (1986)
General Manager of H. Capital (1987), investment company.
Vice-President of the Interra real estate group (1990).
Executive Vice-President of BAMI, a real estate company listed on the Madrid
Stock Exchange.
Executive Director and member of the Executive Committee of Metrovacesa
while it was listed on the Ibex 35 (2003)
Deputy President of Gecina for Spain (2008)
Director of BAMI-Newco (2008)
Senior Advisor in Spain for Societe Genérale (2010)
Director of Renta Corporación (2010)
Profile
MR JOSÉ FRANCISCO MATEU ISTURIZ
State Attorney on leave. Former Vice-Secretary of the Board of Directors of
Repsol S.A., Secretary of the Board of Terra Lycos S.A. and Secretary and
Director of Altadis S.A.
Name or company name of Director
MR. JOSÉ SANCHO GARCÍA
Profile
Telecommunications Engineer (1970). He developed his professional activity as
Systems Engineer at Alcatel and Bull (1979-1974). He was Design and
Development Manager, as well as Data Processing Manager at Banco de
Bilbao (1975-1985), Later, he was CEO of Grupo Repsol (1985-1988).
Currently, he is Managing Director of Sopra Group and Panda Security.
Name or company name of Director
Profile
MR. JUAN JOSÉ TORIBIO DAVILA
Director of IESE. He was General Technical Secretary for La Caixa from 1986
to 1995 and General Director of Financial Policy in the Ministry of Economy
from 1977 to 1979. He has also worked in the International Monetary Fund.
Name or company name of Director
Profile
MR. LUIS RIVERA NOVO
Chairman of the Jose Manuel Entrecanales Foundation for innovation in charge
of the Sustainability Innovation department. Senior Advisor of KPMG and Senior
Advisor for the Global Business division of BBVA. He is Civil Engineer. He was
Partner of Mckinsey between 1986 and 1998. In 1998 he joined Endesa as
Chief Executive Officer of the Planification Department. Since 2006 he has
been Advisor-General Manager of Endesa Internacional.
Total Number of External Independent Directors
% of the Board
6
60,000
OTHER EXTERNAL DIRECTORS

Specify why they cannot be considered as external proprietary directors or external independent
directors, and their relationship, whether with the Company, its directors or shareholders.
Specify the modifications, where appropriate, made to the typology of each Director during the period.
B.1.4 Explain, where appropriate, the reasons why External Nominee Directors have been appointed at the
shareholders’ request and whose capital share is lower than 5% of the total capital share.
Specify whether there are no formal requests of attendance by the Board of Directors from the
shareholders whose equity ownership is equivalent or above the shareholders at whose request
external proprietary Directors have been appointed, have been rejected. Where appropriate, explain the
reasons why these formal requests have not been agreed.
NO
B.1.5 Specify whether any Director has resigned his position before the termination of appointment, if he
has explained his reasons to the Board and by what means, and, if he has done so by written notification
addressed to the whole Board, explain, at least his reasons for resignation:
Name of the director
Reason for the resignation
Name of the director
Reason for the resignation
YES
MR GORKA BARRONDO AGUDIN
Banco Castilla la Mancha, S.A., shareholder whose interests were represented by Mr
Barrando before the Board, he agreed that the company’s new representative in the
Amper Board would be Caja Castilla la Mancha Renting, S.A. , represented by Mr Luis
Suárez Banciella.
MR JUAN CARLOS URETA DOMINGO
Mr Ureta notified the Board of Directors of his resignation as a Director due to personal
and professional reasons.
B.1 .6. Indicate what, if any, powers have been delegated to the executive director/s:
Name or company name of the director
Brief description
MR ALFREDO REDONDO IGLESIAS
Wide ranging administrative and representative powers, in accordance with his position as
Managing Director.

B.1.7 Identify, where appropriate, the Members of the Board of Directors who are Directors or executives of
other companies belonging to the listed company group:
Name or company name of
Director
MR. ALFREDO REDONDO
IGLESIAS
MR. ALFREDO REDONDO
IGLESIAS
MR. ALFREDO REDONDO
IGLESIAS
MR. ALFREDO REDONDO
IGLESIAS
Company name of group entity
AMPER PROGRAMAS DE
ELECTRONICA Y
COMUNICACIONES, S.A.
AMPER SISTEMAS, S.A.
EPICOM, S.A.
S.A. DE FINANZAS Y
TELECOMUNICACION
Position
Director
Representative of joint director
Representative of joint director
Representative of joint director
B.1.8 Detail, where appropriate, the Directors of the company, who are Directors of other companies listed
on official stock exchanges in Spain other than those of the Group, who have been reported to the
company:
Name or company name of Director
MR. PEDRO MATEACHE
SACRISTAN
Company Name of the listed
company
SERVICE POINT S.A.
Position
DIRECTOR
TVIKAP AB SERVICE POINT S.A. DIRECTOR
B.1.9 Specify and, where appropriate, explain, if the Company has established Rules about the number of
boards which Directors can be part of:
YES
Explanation
Article 31 of the Regulations of the Board of Directors establishes that, except for the positions which can
be held in Group Companies, the Director cannot provide professional services, nor services of any other
nature, in entities which compete with their Company or any of the companies in its Group, unless he
has the express authorization of the Board of Directors, which, in any case, must respect the limitations
imposed by the Law. Before accepting a position as Director in another company or entity whose activity
is directly or indirectly related to the activity of the Company or by any of the companies in its
consolidated group, the Director must consult the Appointments and Remunerations Committee.

B.1.10 With regard to the recommendation number 8 of the Unified Code, specify and detail the general
policies and strategies of the Company which the Board of Directors has reserved to be approved:
Investment and financing policy
YES
Definition of the structure of the Group of Companies
YES
Corporate governance policy
YES
Corporate social responsibility policy
YES
Strategic or business plan, management objectives and annual budget
YES
Policy on remuneration and evaluation of the work of the top management
Policy on risk control and management, and periodical monitoring of the internal
systems of information and control
Policy on dividends, as well as treasury stock and, especially, their limits
YES
YES
YES
B.1.11 Complete the following tables about the directors’ aggregate remuneration accrued during the
financial year:
a) In the company covered by this report:
Compensation item
Data in thousands of Euros
Fixed compensation 648
Variable compensation 91
Allowances 245
Statutory fees 0
Stock options and/or other financial instruments 0
Other 0
Total 984
Other benefits
Data in thousands of euros
Advances 0

Other benefits
Data in thousands of euros
Loans given 0
Pension schemes and funds: Contributions 0
Pension schemes and funds: Contracted obligations 0
Life insurance premiums 7
Guarantees given by the company on behalf of
Directors
0
b) Remunerations for membership by the Company Directors of other boards of Directors and/or in the
senior management of Group companies.
Compensation item
Data in thousands of euros
Fixed compensation 0
Variable compensation 0
Allowances 0
Statutory fees 0
Stock options and/or other financial instruments 0
Other 0
Total 0
Other benefits
Data in thousands of Euros
Advances 0
Loans given 0
Pension schemes and funds: Contributions 0
Pension schemes and funds: Contracted obligations 0
Life insurance premiums 0
Guarantees given by the company on behalf of
Directors
0
c) Total compensation by type of Director:

Type of Directors By company By group
Executives 467 0
External Directors 149 0
Independent Directors 368 0
Other external Directors 0 0
Total: 984 0
d) Regarding earnings attributed to dominant company:
Total Directors’ compensation (in thousands of euros) 984
Total Directors’ compensation / earnings attributed to dominant company (as a percentage) 30.9
B.1.12 Identify the members of the Company’s senior management who are not executive Directors and
state the total compensation accruing to them during the year:
Name or company name
MR. RAFAEL POSADA DÍAZ-CRESPO
Position
General Manager, Defence Business Unit
MR. JUAN CARLOS CARMONA SCHMOLLING
MR. JORGE MUÑOZ PEINADOR
Manager, Financial Unit
Manager, Human Resources
MR. JOSÉ MARTOS MARTÍNEZ
MR. MIGUEL SANCHO CÁCERES
Manager, Legal Consultancy Department
Manager, Corporate Development
MR. EMILIO BLANCO MARTÍNEZ
MR. RAFAEL JOSÉ DE SOLÍS MONTES
MR. RAOUL DOMÍNGUEZ MANZANO
MR. PEDRO MUÑOZ LUNA
Manager, Access Equipments Unit
General Manager, Homeland Security Business
Unit
Manager, Export Unit
General Manager, Services Business Unit
MS. ESTHER GARCÉS ALONSO
Manager, Marketing Department (Spain)

MR. JUAN PORRO HERRERA
Manager, Communications Department
MR. OSMUNDO LUQUEZ
Manager, Sales Department (Latin America)
MR. HARLEY L ROLLINS
eLandia CEO and CFO
Total top-management compensation (in thousands of euros) 2,774
B.1.13 Specify, in aggregate form, if there are any Indemnity or severance payment provisions for the
benefit of senior management, including executive Directors, of the Company or its Group. Specify if these
agreements are to be communicated and/or passed by the bodies of the company or its groups:
Number of beneficiaries 1
Board of Directors
General Meeting
Body authorising the
provisions
YES
NO
Are the clauses notified to the General Meeting
YES
B.1.14 Specify the process whereby the compensation of the members of the board of Directors as well as
the relevant clauses of the articles of association are decided:
Process whereby the compensation of the members of the Board of Directors as well as the
relevant clauses of the articles of association are decided
PROCESS WHEREBY THE COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
IS DECIDED:
1º. Proposal by the Appointments and Remuneration Committee to the Board of Directors for submission
to the general shareholders’ meeting so that the latter decide the sums payable to Directors.
2º. Resolution of the Board of Directors regarding the proposal to put before the General Shareholders’
Meeting.
3º. Resolution by the General Shareholders’ Meeting determining the sums payable to Directors.
4º. Proposal by the Appointments and Remuneration Committee to the Board of Directors regarding the
exact sum to pay to the members of the Board of Directors, within the limits approved by the General
Shareholders’ Meetings, and how this amount is to be divided between the Directors.
5º. Resolution by the Board of Directors on the foregoing proposal.

Process whereby the compensation of the members of the Board of Directors as well as the
relevant clauses of the articles of association are decided
ARTICLES OF ASSOCIATION. Article 24 of the Articles of Association: The compensation payable to the
Members of the Board will consist of a monthly fixed sum and allowances for attendance of the meetings
of the Board of Directors and its Committees. The amount payable by the Company to its Directors as both
fixed compensation and allowances shall be that set for this purpose by the General Shareholders’
Meeting. These sums shall remain in force until a modification to these is agreed. The setting of the exact
amount payable within these limits and its distribution between the various Board Members shall be
decided upon by the Board of Directors. Furthermore and independently from the aforementioned
compensation, it is provided to set compensation schemes with a shares listing reference basis or those
causing the issuance of shares or call options for the Directors. The implementation of these
compensation schemes shall be agreed by the General Shareholders’ Meeting which shall establish the
share values to be taken as reference, the number of shares to be delivered to each Director, the strike
price of the call options, the period for this compensation system and any other appropriate conditions.
The compensation provided in this Section shall be compatible with and independent from the wage,
compensations, pensions or any other type of compensation of a general or specific nature established in
each contract, those established for Board of Directors members having an employment relationship with
the Company, both of ordinary or of a special nature as top-managers, or as renders of other types of
services subject to the fact that these amounts shall be registered in the Annual Report as provided in
Section 200,12 of the Spanish Limited Companies Act and other applicable provisions.
REGULATIONS OF THE BOARD OF DIRECTORS. On the advice of the Appointments Committee, the
Board of Directors will endeavour that the variable remuneration is in consonance with the professional
work of the beneficiaries and does not simply derive from the general evolution of the markets or the
business sector of the Company. It will also endeavour that the remuneration related to earnings take into
account the possible exceptions in the external Audit Report and that the remuneration of the external
Directors is adapted to the remuneration of the commitment, qualifications and responsibilities which the
post demands, and does not involve such a large amount that it might compromise their independence, in
the case of independent Directors.
Specify whether the approval of the following decisions has been reserved for a plenary meeting of the
Board of Directors:
On the proposal of the Managing Director of the Company, the appointment and
possible release of the top management posts, as well as their compensation clauses
The remuneration of the Directors, and, in the case of the executive Directors, the
additional remuneration for their executive functions and the other conditions which
must be respected in their contracts
YES
YES
B.1.15 Specify Whether The Board of Directors approves a detailed remuneration policy and detail the
issues on which it decides:
YES
The amount of the fixed items, with a possible breakdown of expenses due to
participation in the board and its Commitees and an estimation of the annual fixed
remuneration these might give rise to
Remuneration items of a variable nature
YES
YES

Principal features of the precautionary measures system, with an estimation of the
amounts or annual equivalent amount
Conditions which must be respected in the contracts of those who belong to the
top management as Executive Directors, among which will be included
YES
YES
B.1.16 Specify whether the Board submits a report on the policy of remuneration of the Directors to a vote
of the General Shareholders’ Meeting, as a separate point in the agenda and for consultation purposes.
Where appropriate, explain the aspects of the report regarding the remuneration policy approved by the
Board for the future years, the most significant changes of said policies comparing to the period and a
global summary of the remuneration policy application during the financial year. Detail the role of the
Remuneration Committee and whether external consultancy services have been used, and specify the
identity of the external consultants who performed that service:
YES
Questions which will be dealt with in the report on the policy on remunerations
In accordance with the stipulations in article 40 of the Regulations of the Board of Directors, the Board
submits a report on the policy of remuneration of the Directors to a vote of the General Shareholders’
Meeting, as a separate point in the agenda and for consultation purposes.
Compensation policy for future financial years
To maintain the current policy, unless changes occur in the composition of the Board of Directors that
make it necessary to modify it.
The compensation policy in force in the financial year 2011
The General Shareholders meeting held on 19 June 2008 agreed to set an annual payment of 750,000
euros to cover payment of the board members, comprising a fixed monthly payment and expenses for
attendance at Board meetings and its committees.
The Board of Directors, in accordance with that established in article 24 of the Articles of Association
agreed, in its meeting on 25 May 2011 the following distribution of the total sum established by the General
Shareholders Meeting, with effect from 1 July 2011 onwards:
- A fixed allocation of 6,375 euros a month for the Chairman of the Board
- A fixed allocation of 2,125 euros a month for each Board member
- Allowance for attendance of the Chairman at Board meetings: 3,825 euros
- Allowance for attendance of the Directors at Board meetings: 1,275 euros
- Allowance for attendance of the Chairman at Board committee meetings: 1,530 euros
-Allowance for attendance of the Directors at Board committee meetings: 510 euros.
It was also agreed to limit the maximum number of meetings paid to each Committee to six (6).
This agreement continues in effect.
The role of the Remunerations Committee
The functions of the Appointments and Remunerations Committee as regards remunerations are regulated
in articles 26, 39 and 40 of the Regulations of the Board of Directors in force which stipulates, among the
responsibilities of this Committee, the following:
The role of the Remunerations Committee

- To propose the system of remuneration to the Board of Directors:
a) of the Chairman and the Managing Director or possible Managing Directors, and
b) of the other Members of the Board of Directors.
- To review the system of remuneration of the Board of Directors periodically in order to ensure that the
system for the remuneration of the Board of Directors is adapted to the work carried out by each of its
Members and to draft an annual report on the remuneration of the Members of the Board and submit this
to the Board.
- Draft the proposals that the Board submits to the General Shareholders Meeting for approval regarding
the Board’s remuneration as well as the agreement adopted by the Board regarding the distribution of that
remuneration between Board Members.
- To propose to the Board of Directors the content of the Annual Report regarding the remuneration policy
for Board Members.
External consultants were used
YES
Identity of the External Consultants
Sagardoy Abogados
B.1.17 Specify, where appropriate, the Identity of the members of the Board of Directors, who are also
members of the Board of Directors or managers or employees of companies that hold a significant interest
in the listed company and/or in companies within its group Members:
Name or company name of
Director
MR. PEDRO MATEACHE
SACRISTÁN
Name of company of pertinent
shareholder
TVIKAP AB
Position
Mr Pedro Mateache is the
substitute Director of TVIKAP AB
Indicate, where appropriate, the pertinent relationships of the Board’s Members that differ from the
relationships specified in the foregoing epigraph and that bind them with the pertinent shareholders
and/or entities of its group:
Name or company name of the associated director
CAJA CASTILLA LA MANCHA RENTING, S.A.
Name or company name of the associated major shareholder
LIBERBANK SA.
Description of the relationship
Caja Castilla la Mancha Renting, S. A. is a company that is indirectly controlled by Liberbank,
S.A. which holds 2,993,354 shares in Amper, S. A., 9.24% of the share capital.

B.1.18 Specify whether any amendments were made during the financial year to the Regulations of the
Board of Directors.
YES
Description of the Modifications
At the meeting held on 25 May 2011, the Board of Directors agreed to modify Articles 10.1, 25.2 and 36.3
of its Regulations, in order to adapt them to the legal changes introduced by legislative Royal Decree
1/2010, dated 2 July, which repeals the Corporations Act and approves the Capital Companies Act and the
Securities Market Reform Act, Law 12/2010, as it refers to the Auditing Committee.
The General Shareholders’ Meeting held on 29 June 2011 was notified of this modification.
B.1.19 Specify the procedures for the appointment, re-election, evaluation and dismissal of Directors. List
the competent bodies, the procedures to be followed and the criteria applied in each of these procedures.
APPOINTMENT OF DIRECTORS PROCEDURE
a) Executive Directors
Appointments must be preceded by a report from the Appointments and Remuneration Committee.
The Board may appoint leading figures from the management team as executive Directors, and as a special case,
at least, the chief executive of the company.
b) Independent Directors
Appointments must be preceded by a report from the Appointments and Remuneration Committee.
Candidates for appointment must be competent, experienced individuals of good standing who are willing to devote
sufficient of their time to the Company.
c) External Directors
Appointments must be preceded by a report from the Appointments and Remuneration Committee.
Candidates for appointment must be proposed by the respective owners of the shares by which they are being
elected.
RE-ELECTION OF DIRECTORS PROCEDURE
A report from the Appointments and Remuneration Committee evaluating the quality of the Director’s work during
his term and dedication to his office shall be required.
The Board shall ensure that the Independent Directors perform their mandate for a maximum period of twelve
years.
EVALUATION OF DIRECTORS PROCEDURE
At the end of each financial year, the Board of Directors will devote a session to evaluate its performance and the
quality of its work, and, through a report from the Appointments and Remunerations Committee, the fulfilment of the
functions of the Chairman, the Director and the Managing Directors.

The Audit and Control Committee will devote one of its sessions to evaluating the efficiency of, and compliance
with, the company’s rules of governance.
PROCEDURE FOR THE DISMISSAL OF DIRECTORS
In the cases foreseen by law as well as in the Article 15 of the Board of Directors Regulation.
Article 15. Dismissal of Directors
1. Directors will be dismissed when the period they have been designated for has expired or when the General
Meeting agrees their dismissal.
2. The Board of Directors will request the Directors to submit their resignation, through their Chairman, in these
cases:
a. When the reasons for which they were appointed no longer obtain;
b. When they are affected by a case of incompatibility or prohibition laid down by the law, the Articles of
Association, this Regulation or other applicable rules.
c. When they are seriously reprimanded by the Audit and Control Committee for having failed to comply with one of
their obligations as a Director.
d. When their remaining on the Board could jeopardize the interests of the company.
3. The Board of Directors will not propose the resignation of any Independent Member before compliance with the
statutory period he has been designated for unless there is a just reason, appreciated by the Board of Directors
with the previous report of the Appointments and Remunerations Commitee.
The resignation of Independent Directors shall also be proposed as a result of tender offers, mergers and other
similar corporate operations which entail a change in the capital structure of the Company.
4. When a Director is dismissed before the period he has been designated for has expired, he must explain the
reasons for his resignation through a letter sent to the other members of the Board. The Company will include the
reasons giving rise to the dismissal of the Director before the expiration of his mandate.
B.1.20 Specify the circumstances under which Directors are obliged to resign.
In the cases foreseen by Article 15.2 of the Board of Directors Regulation.
B.1.21 Explain whether the function of Managing Director is held by the Chairman of the Board. Where
appropriate, specify the measures taken to limit the risk of cumulating powers in one person:
NO

Indicate and, if appropriate, explain whether rules have been established that enable an independent
board member to: request the Board to be convened; new points to be included on the agenda;
coordinate and reflect the concerns of the external directors, and to influence the Board of Director’s
evaluation.
YES
Explanation of the Regulations
Pursuant to article 20 of the Regulations of the Board of Directors, any Director can propose points to be
dealt with at the Board meeting and can seek the inclusion of additional points in the agenda of the meetings
convened. In addition, article 29 of the Regulations sets out that any Director can request the convening of
an extraordinary meeting of the Board or the inclusion of points in the agenda of the first meeting to be held
when, in his opinion, this is in the interest of the Company.
According to the provisions of the article 20 of the Regulations of the Board of Directors, the Chairman shall
necessarily convene a meeting of the Board when at least three Directors have requested so and specified
the topics to be discussed.
B.1.22 Is requested a reinforced majority, other than those which are legal, for any type of decision
Specify how the agreements of the Board of Directors are adopted, specifying, at least, the minimum
quorum and the type of majority necessary to adopt the agreements:
NO
Description of the agreement:
All types of agreements
Quorum %
Attendance of half plus one of the Directors (present or by proxy) 60.00
Type of majority %
Affirmative vote of the absolute majority of the directors who attend the meeting, except in the
cases in which the law requires a higher majority.
60.00
B.1.23 Explain whether there are specific requisites other than those concerning the Directors in order to
be appointed Chairman.
NO
B.1.24 Specify whether the Chairman has a casting vote:

NO
B.1.25 Specify if the Articles of Association or the Regulations of the Board of Directors do not lay down
any age limits for the Directors.
NO
Age limit for the Chairman Age limit for the Managing Director Age limit for the Directors
0 0 0
B.1.26 Specify whether the Articles of Association or the Regulations of the Board of Directors lay down a
limited mandate for the independent Directors.
NO
Maximum mandate 0
B.1.27 In case the number of female Directors is minimum or null, explain the reasons and the initiatives
adopted to amend that situation.
Explanation of the reasons and initiatives
The Appointments and Remuneration Commitee follows a totally objective and impartial criteria for the
selection of possible candidates to form part of the Board of Directors and proposes the candidates taking
into account their personal and professional qualities regardless of gender.
The Board of Directors at its meeting held on 17 December 2008 appointed Mrs. Mónica Martín de Vidales
Godino as Secretary of the Board.
Specify if the Appointments and Remuneration Commitee has established procedures to prevent implicit
bias in the selection processes which might hinder the selection of female Directors, and deliberately
seeks women candidates who have the required profile.
NO
B.1.28 Specify if there are formal procedures for proxy voting at meetings of the board of Directors. Where
appropriate, describe them briefly.
The Board of Directors Regulations establishes If, with good reason, a Director is unable to attend a meeting to
which he/she has been called he must appoint and instruct a Director to represent him, the representative of the
same class as the Director.

B.1.29 Specify the number of meetings of the Board of Directors held during the year. Likewise, specify,
where appropriate, the number of meetings of the Board of Directors held without the Chairman’s presence
Number of meetings of the board of Directors 13
Number of meetings of the Board of Directors without the Chairman’s attendance 0
Specify the number of meetings of the various board committees held during the year:
Number of meetings of the executive Commitee 7
Number of meetings of the Audit Committee 8
Number of meetings of the Appointments and Remuneration Commitee 4
Number of meetings of the Appointments and Remuneration Commitee 0
Number of meetings of the Remuneration Commitee 0
B.1.30 Specify the number of meetings of the Board of Directors during the year without the attendance of
all the Directors. In the computation of non attendance, the representations without specific instructions are
included:
Number of Director absences during the year 5
% of absences of the total votes during the year 3.970
B.1.31 Specify whether the annual individual and consolidated financial statements submitted to the Board
for their authorisation are previously certified.
YES
Identify, where appropriate, the person or persons who certified the annual individual and consolidated
financial statements for their preparation by the Board:
Name
Position
MR. ALFREDO REDONDO IGLESIAS
MANAGING DIRECTOR

B.1.32 Explain, where appropriate, the mechanisms adopted by the Board of Directors to prevent any
reservations in the audit report on the individual and consolidated financial statements submitted to the
General Shareholders’ Meeting and drafted by the Board of Directors.
The Board of Directors will endeavour to definitively draft the accounts so that the Auditor will not have any
reservations. To achieve this, the Individual and Consolidated Accounts are submitted to be checked by the
Company Audit and Control Commitee which is assigned, inter alia, the responsibility to maintain a relationship with
the external auditors, evaluating the results of each audit and the responses of the management team to its
recommendations as well as mediation in the event of discrepancies between these and in relation to the principles
and criteria applicable in the preparation of the financial statements.
The Audit Commitee will also be responsible for checking the Company Accounts and for taking care that the legal
requirements and the correct application of the generally accepted accounting standards are complied with.
B.1.33 Is the Secretary of the Board a Director
NO
B.1.34 Explain the procedures for the appointment and release of the Secretary of the Board, stating
whether the Appointments Commitee has been notified of his appointment and release and approved at a
plenary meeting of the Board of Directors.
Appointment and Release Procedure
The Secretary of the Board of Directors may not be a Director. When he/she is an Advisory lawyer
he/she must be designated among legal professionals with acknowledged experience and prestige. In
accordance with the Regulations in force of the Board of Directors the appointment and release of the
Secretary will be approved by the Board of Directors once a report is received from the Appointments
and Remunerations Commitee.
Does the Appointments Commitee notify the appointment
YES
Does the appointments Commitee notify the resignation
YES
Does a plenary meeting of the Board approve the appointment
YES
Does a plenary meeting of the Board approve the resignation
YES
Is the Secretary of the Board entrusted with the function of taking special care as regards the
recommendations of good governance
YES
Remarks
The Regulations of the Board of Directors set out that, among other functions, the Secretary must take
care that the operations of the Board are formally and materially legal and check that the procedures
and rules of governance are respected.

B.1.35 Specify, where appropriate, the mechanisms the Company uses to preserve the independence of
auditors, financial analysts, investment banks and rating agencies.
The Regulations of Amper S.A.’s Board of Directors, add these responsibilities of the Audit and Control Committee
to the basic ones:
- To propose the designation of the auditor, the contracting conditions, the scope of the professional mandate and,
possibly, the revocation or non-renovation.
- To maintain relations with the external auditors of the Company, to evaluate the results of each audit and the
responses of the management team to its recommendations and mediate in the cases of discrepancies between
the Auditors and the management team as regards the standards and criteria applicable to the preparation of the
financial statements.
- To receive information concerning the questions this might place the independence of the auditors at risk.
- To supervise the fulfilment of the Audit Agreement, ensuring that the wording of the statements and the principal
contents of the audit’s report is made in a clear and accurate way.
B.1.36 Specify if the Company has changed the external auditor during the year. Where appropriate,
identify the outcoming and the incoming auditor.
YES
Outcoming Auditor
Incoming Auditor
DELOITTE S.L.
KPMG AUDITORES SL
In case there have been disagreements with the outcoming auditor, explain their content:
NO
B.1.37 Specify whether Audit Company that carries out other non-auditing work for the Company and/or
your group and in that case, declare the value of the fees perceived for those works and the percentage on
the fees invoiced to the Company and/or your group:
YES
Company Group Total
Value of non-auditing
work (thousands of euros) 5 0 5
Value of non-auditing
work/ total invoiced by the
audit firm (%)
1.000 0.000 1.000

B.1.38 Specify whether the Audit Report on the Annual Accounts for the previous financial year has any
reservations. Where appropriate, specify the reasons alleged by the Chairman of the Audit Committee to
explain the contents and the scope of said reservations.
NO
B.1.39 Specify the consecutive number of years for which the current audit firm has been auditing the
annual financial statements of the Company and/or your group. Specify, likewise, the percentage that
represents the number of years audited by the current Audit Company on the total number of years that the
annual financial statements have been audited.
Company Group
Group
Number of years
uninterrupted
1 1
Company
Group
Number of years audited by
current audit firm / No.
years the company’s
accounts have been
audited (%)
3.6 3.6
B.1.40 Specify the interests of members of the Board of Directors in the capital of companies that engage
in the same, similar or complementary activities, both with respect to the Company and its Group, and
which have been reported to the Company. Specify, likewise, the Position or duties they have in these
companies:
Name or company
name of Director
Name of company
% shareholding
Post or
responsibilities
MR. JOSÉ
SANCHO GARCÍA
ALTITUDE 46.000 CHAIRMAN
MR. JOSÉ
SANCHO GARCÍA
PANDA SECURITY S.L. 5.000
MANAGING
DIRECTOR
B.1.41 Specify and detail, where appropriate, if the Directors have a procedure to obtain outside advice:
YES
Details of the Procedure

The Regulations of the Board of Directors stipulates the possibility that the External Directors can agree to
the contracting of legal advisers, accountants, financial and other experts in order to have assistance for
their work.
The Chairman of the Company must be notified of the decision to retain the services of experts and it shall
be subject to the veto of the Board of Directors when such services are not considered necessary for the
full exercise of the functions entrusted to external Directors or when its cost is not reasonable in view of
the importance of the problem, or when the technical assistance required can be provided by experts and
technicians within the Company.
B.1.42 Specify and detail, where appropriate, if the Directors have a procedure to obtain sufficiently in
advance the information they need to prepare for the meetings of management-level decision-making
bodies:
YES
Details of the Procedure
As stated in the Regulations of the Board of Directors, all Directors are obliged to collect any information
they consider necessary or appropriate for the proper execution of their tasks. To this end, Directors have
been vested with the broadest range of powers to obtain information on any issue related to the company, to
examine its books, records, documents and other supporting information for company operations to the
extent that is necessary or appropriate for the diligent exercise of their functions. This right of information
also extends to the various subsidiary companies that belong to the consolidated group of companies and
must be exercised in accordance with the requirements of good faith. The right of access to information will
be exercised through the Chairman or Managing Director, who shall attend the Directors’ requests and
provide them the information they require directly or offer them appropriate interlocutors at the relevant level
of the organisation.
B.1.43 Specify and detail, where appropriate, if the Company has established rules which oblige the
Directors to notify and, possibly, resign in those cases in which they might damage the credit and
reputation of the Company:
YES
Explain the Rules
Article 36.2 of the Regulations of the Board of Directors establishes the obligation of the Directors to notify
the Company of any fact or situation which might damage the credit or reputation of the Company and, in
particular, of any criminal proceedings he might appear in as defendant and the subsequent difficulties of the
case. As regards the cases of resignation, Article 15.2 of the Regulations of the Board of Directors in force
establishes that the Board of Directors will request Directors to place their posts at the disposition of the
Board, among others, in the following cases:- When the reasons for which they were appointed no longer
apply. - When they affected by a case of incompatibility or prohibition laid down by the law, the Articles of
Association, this Regulation or other applicable rules. - When they are seriously reprimanded by the Audit
and Control Committee for having failed to comply with one of their obligations as a Director.- When their
remaining on the Board could jeopardise the trustworthiness and reputation of the Company.
B.1.44 Specify whether any Member of the Board has notified that he/she is involved in legal proceedings
or that an oral hearing has been issued against him/her due to any of the offences included in article 124 of

the Law on Public Limited Companies.
NO
Specify if the Board of Directors has analyzed the case and, if so, explain the decision taken about the
potential release of the position of said Director.
NO
Decision
taken
Reasoned Explanation
B.2. Board of Directors Committees
B.2.1 Detail the Board of Directors Committees and their members:
APPOINTMENTS AND COMPENSATION COMMITTEE
Name Position Type
MR. JUAN JOSE TORIBIO DAVILA CHAIRMAN INDEPENDENT
MR. IGNACIO LÓPEZ DEL HIERRO BRAVO MEMBER INDEPENDENT
MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT
MR. PEDRO MATEACHE SACRISTAN MEMBER PROPIETARY
AUDIT AND CONTROL COMMITTEE
Name Position Type
MR. LUIS RIVERA NOVO CHAIRMAN INDEPENDENT
CAJA CASTILLA LA MANCHA RENTING S.A. MEMBER PROPIETARY
MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT
TVIKAP AB MEMBER PROPIETARY
EXECUTIVE COMMITTEE
Name Position Type

Name Position Type
MR. JAIME ESPINOSA DE LOS
MONTEROS PITARQUE
CHAIRMAN
INDEPENDENT
MR. ALFREDO REDONDO IGLESIAS MEMBER EXECUTIVE
CAJA CASTILLA LA MANCHA
RENTING S.A.
MEMBER
PROPIETARY
MR. JOSÉ SANCHO GARCÍA MEMBER INDEPENDENT
MR. LUIS RIVERA NOVO MEMBER INDEPENDENT
TVIKAP AB MEMBER PROPIETARY
B.2.2 Specify whether the following Functions concern the Audit Committee.
To control the drafting and the completeness of the financial statements related to the
Company and, possibly, to the group, and check compliance with legislative
requisites, the adequate delimitation of the perimeter of consolidation and the correct
application of the accounting criteria.
To periodically check the internal control systems and the risk management so that
the main risks can be identified, managed and properly notified.
To take care of the independence and efficacy of the internal auditing; propose the
selection, appointment and re-election and release of the person responsible for the
internal audit service; propose the budget for this service; receive periodical
information on its activities, and check that the top management take the
recommendations and conclusions of its reports into account.
To establish and supervise a mechanism which enables the employees to
communicate confidentially and, if they so wish, anonymously, the irregularities
which have potential importance, especially as regards finance and accounting which
they notice in the Company.
To submit the proposals regarding the selection, appointment, re-election and
replacement of the external auditor to the Board, as well as the contracting
conditions.
To regularly receive information from the external auditor on the audit plan and the
results of its execution, and verify that the top management take its recommendations
into account.
To ensure the independence of the external auditor.
In the case of groups, encourage the group auditor to assume the responsibility for
the auditing of the companies which make up the group.
YES
YES
YES
YES
YES
YES
YES
YES
B.2.3 Give a description of the rules of organisation and operation of each of the Board committees
and the responsibilities assigned to them.
Name of the Committee
EXECUTIVE COMMITTEE

Brief description
ORGANISATIONAL AND OPERATIONAL RULES. Regulated by article 24 of the Board of Directors
Regulations. Meetings are called by the committee Chairman. It will routinely meet for ordinary sessions,
once a month, and for extraordinary sessions, whenever it is deemed necessary by the Chairman, the
Managing Director or three of its members. A session is deemed valid when half plus one of the members
are present or represented at the meeting. Agreements shall be passed by a majority vote among those in
attendance. The delegation of permanent powers to the Executive Committee, by the Board of Directors
shall be expressly and specifically declared, the delegation agreement will include the enumeration and
description of each one of the powers that are the subject of delegation. RESPONSIBILITIES. The
committee will inform the Board of Directors of any matters discussed and any decisions taken, in the
exercise of the delegated powers.
In cases where, in the opinion of the Chairman or three committee members, it is deemed necessary due to
the importance of the matter at hand, the agreements reached by the committee will be subject to ratification
by a plenary session of the Board.
Name of the Commitee
AUDIT AND CONTROL COMMITTEE
Brief Description
RULES OF ORGANISATION AND FUNCTIONING
In accordance with article 25 in force of the Regulations of the Board of Directors approved by the Board, all
the members of this Commitee must be external Directors, and their knowledge of accounting, auditing and
risk management must be taken into account for this appointment.
The committee meets periodically as required (at least four times a year). One of its sessions will be devoted
to evaluating the efficiency and fulfilment of the rules and procedures of governance of the company, and to
preparing information for approval by the Board of Directors and inclusion with the reports on the company
published each year.
The meetings of the committee are called by the committee Chairman. The Chairman calls meetings when
so required by the Chairman of the Board of Directors or by two members of the Committee.
All members of the management team or of the Company’s are obliged to attend the sessions of the
Committee and to collaborate with its work and furnish it access to the information they have if so required.
The Committee may also require the Auditors to attend its sessions.
In order to ensure it is better able to carry out its functions the committee may be advised by external
professionals, whose contracting it shall apply for from the Board of Directors. The Board of Directors may
not refuse to retain the services of such professional experts unless it is able to give reasons to show that it
is not in the company interest to do so.
RESPONSIBILITIES
In accordance with the article 25.2. of the Regulations of the Board of Directors, the Audit and control
Commitee will have the following basic responsibilities without prejudice to the other commitments assigned
to it by the Law, the General shareholders’ Meeting or the Board of Directors:
a) Informing the Board on issues raised by shareholders and considering suggestions made by
shareholders, the Board and Managers.
b) Proposing the Appointment of an Auditor, the conditions under which the auditor is retained, scope of
mandate and its revocation or non- renewal.
c) Liaison with external auditors; evaluation of the results of audits and the response of the management
team to the auditor’s recommendations; mediation in cases of disagreement over the criteria and principles
applicable to the Company’s Financial Statements; receiving information on issues that may jeopardise the
independence of the auditors and other information as regards the development process of the financial
statements, as well as other communications provided by the legislation on audits of accounts and technical
regulations for audits. The Committee will support the auditors of the Group’s Parent Company in order to
audit all the rest of companies.

d) Supervision of the audit contract, watching over the clear and accurate drafting of the main contents and
accounts of their report.
e) Supervision of the Company’s Internal Audit Services of the Company and concretely:
- Checking the independence and efficiency of the process of internal audit.
- Suggest the selection, appointment, re-election and resignation of the internal audit’s manager
- Suggest the budget for this service;
- Review the annual plan for the internal audit and the annual report of its activities;
- Receive periodic information about its activities; and
- Verify that the Top Managers consider the conclusions and recommendations of their reports.
f) Reviewing the Company’s accounts and supervising fulfilment of legal requirements and the correct
application of accounting principles, and informing on proposals to suggestions made by management to
modify the accounting criteria and principles applied.
g) To know the financial information process and the internal control systems, and therefore:
- To supervise the drafting process and the completeness of the financial information concerning the
Company and the Group, checking compliance with the legislative requisites, the adequate delimitation of
the consolidation perimeter and the correct application of the generally accepted accounting criteria,
communicating this to the Board of Directors and informing on the proposals for the modification of
accounting standards and criteria suggested by the management. The Commitee will verify that the quarterly
and half yearly financial statement are drafted with the same accounting criteria as the yearly statements.
- To periodically review the internal control systems and the risk management, ensuring that this identifies
at least the following:
(a) The types of risks (operative, technological, financial, legal reputation …) the Company faces;
(b) The establishment of the level of risk the Company considers to be acceptable;
(c) The measures stipulated in order to mitigate the impact of the risks identified in the event that these
materialise;
(d) The information and internal control systems which will be used to control an manage the
aforementioned risks, including contingencies and risks not included in the Balance Sheet.
h) Reviewing and informing about brochures and periodic information sent to markets and supervisory
bodies.
i) Provide the Board with information before it adopts decisions on the creation or acquisition of
instrumental companies or companies with registered addresses in tax havens, as well as on any other
transactions or operations of a similar nature which, due to their complexity, might impair the transparency of
the Company.
j) To establish and supervise the functioning of a procedure which enables the employees to notify the
Commitee confidentially and, if it is considered to be appropriate, anonymously, of the irregularities which
are potentially important, especially financial and accounting irregularities, noticed in the functioning of the
Company
k) To examine compliance with the Internal Regulations of Conduct as regards the Stock Market, the
Regulations of the Board of Directors, the Regulations of the General Shareholders’ Meetings and, in
general, the rules of governance of the Company and make the proposals necessary for its improvement. In
particular, the Audit and Control Commitee is responsible for receiving information and, possibly, issuing a
report on disciplinary measures against members of the top management team of the Company.

Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief Description
RULES OF ORGANIZATION AND FUNCTIONING:
In accordance with article 25 in force of the Regulations of Board of Directors approved by the Board, the
majority of the members of the Appointments Committee must be independent.
The Appointments and Remuneration Committee will meet each time the Board of the Company or its Chairman
request a report or submission of proposals within the sphere of their competencies, provided that, in the opinion
of the Chairman of the Committee, it is appropriate for the proper exercise of the committee’s functions.
Additionally, the committee will meet once a year to prepare a report on the compensation paid to Directors.
This report must be submitted to the Board and included with the information it publishes annually.
RESPONSIBILITIES:
Without prejudice to any other commitment which might be assigned to it by the Board of Directors, the Appointments
and Remuneration Committee will have the following competences:
a) Informing the Board on proposed appointments of Directors, assessing the necessary competences,
knowledge and experience of the candidates to hold the vacancies and of the Top Managers of the
company and its subsidiaries.
b) Informing the Board on the proposals of appointment and resignation of the Secretary and, as the
case may be, the Deputy Secretary.
c) To examine and organise, as considered adequate, the succession of the Chairman and the
Managing Director and, possibly, make proposals to the Board so that this succession takes place in an
ordered, well planned fashion.
d) To organise and coordinate the periodical annual evaluation of the Board of Directors together with
the Chairman of the Board in accordance with the stipulations in article 20.4 of the Regulations.
e) To submit a report to the Board of Directors for the purposes of the annual evaluation of its work by
the Chairman of the Board and by the Managing Director of the Company.
f) To annually verify the maintenance of the character whereby each Director was appointed and
include this in the Annual Report on Corporate Governance.
g) To propose to the Board the system of compensation of
- the Chairman or the Managing Directors, as the case may be.
- The other members of the Board of Directors.
h) To periodically review the compensation paid to the Board in order to ensure their suitableness for the
functions fulfilled by each one of its members, and to propose the Board of Directors an annual report on
the compensation policy of the Directors.
i) To submit proposals to the Board for the scales of remuneration applicable to the Top Managers and
its subsidiaries.
j) To submit to the Board the standard contracts for Top Managers of the company and its subsidiaries.

k) To inform on the incentive plans.
l) To provide information on transactions that imply or may imply conflicts of interest.
m) To exercise the other competences assigned to this Committee in the Regulations.
B.2.4 Specify the Advisory and consulting powers and powers of delegation of each of the committees:
Name of the Committee
EXECUTIVE COMMITTEE
Brief description
The Board of Directors delegated the following duties to the Executive Committee:
1. Drafting the strategic or business plan and proposing the same to the Board of Directors.
2. Drafting the annual budget and proposing the same to the Board of Directors.
3. Analysing the group’s purchases or corporate operations and proposing the same to the Board of Directors.
4. Executing and monitoring the agreements reached by the Board of Directors.
Name of the Commitee
AUDIT AND CONTROL COMMITTEE
Brief Description
The Audit and Control Commitee shall inform the General Shareholders’ Meeting regarding issues over which it
has competence raised by shareholders at the General Shareholders’ Meeting and shall consider suggestions
by shareholders, the Board of Directors and the management of the company on such matters.
Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief Description
The Appointments and Remuneration Committee shall:
- Inform the Board on proposed appointments of Directors and Top Managers of the company and its
subsidiaries.
- Provide information on incentive schemes.
- Provide information on transactions that imply or may imply conflicts of interests.
B.2.5 Specify, where appropriate, the Regulations for the Board, the place where such regulations may be
consulted, and modifications made to them during the financial year. Specify, likewise, if an annual report on
the functions of each Committee has been wilfully drafted.
Name of the Committee
EXECUTIVE COMMITTEE
Brief description
The Executive committee is ruled by article 24 of the Board of Directors Regulations, a document that is
available on the company website.
Name of the Committee
AUDIT AND CONTROL COMMITTEE
Brief Description

The Committees of the Board of Directors of Amper, S.A. are regulated in article 25 of the Regulations of the
Board of Directors, this document is available and can be accessed for consultation on the Company
website.
Each year the Audit and Control Committee prepares a report on its functions and activities during the year.
This document is placed at the disposal of shareholders prior to the ordinary General Shareholders’ Meeting.
It is also available at the company’s web page.
Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief Description
The Appointments and Remuneration Committee of the Board of Directors of Amper, S.A. is regulated in
article 26 of the Regulations of the Board of Directors, this document is available and can be accessed for
consultation on the Company website.
Each year the Appointments and Remuneration Committee prepares a report on its functions and activities
during the year. This document is placed at the disposal of shareholders prior to the ordinary General
Shareholders’ Meeting. It is also available at the company’s web page.
B.2.6 Specify if the composition of the executive committee reflects the participation of the different
directors in the Board according to their condition.
YES
C - RELATED-PARTY TRANSACTIONS
C.1 Specify whether the plenary meeting of the Board has reserved the approval of the operations which
the Company carries out with Directors, significant shareholders, those represented on the Board and
persons linked to these with the previous favourable report of the Audit Committee or any other to which
this function has been entrusted.
YES
C.2 Detail the significant transactions that involve a transfer of resources or liabilities between the
Company or entities within its Group, and the company’s major shareholders.
Name or
corporate
name of the
major
shareholder
LIBERBANK
S.A.
Name or
corporate name
of the company
or entity in its
group
AMPER S.A.
Nature of the
relationship
Financial
Type of
operation
Financing
agreements,
loans and
provisions of
capital
Amount
(thousands
of euros)
2,550

C.3 Detail the significant transactions that involve a transfer of resources or liabilities between the
Company or entities within its Group, and the company’s Directors or executives.
C.4 Detail the relevant transactions of the Company with other companies belonging to the same group,
provided they are not eliminated in the preparation of the consolidated financial statements and they are
not part of the ordinary course of business of the Company as to their purpose and conditions.
C.5 Specify whether the Directors of the company have not faced any conflicts of interest pursuant to
section 127 – 3rd of the Companies Act (Ley de Sociedades Anónimas, LSA).
NO
C.6 Mechanisms to detect, determine and resolve possible conflicts of interest between the company
and/or group and its Directors or major shareholders.
The Regulations of the Board of Directors establishes that the Directors must notify the Board of Directors of any
direct or indirect conflictive situation which might be of interest to the Company. In case of conflict, Directors must
abstain from discussions on matters in which they have a direct or indirect interest.
A personal interest on the part of a Director is also deemed to exist when the matter affects a member of his family
or a company on which he has an executive post or in which he has a significant shareholding.
Directors may not enter into direct or indirect professional or commercial transactions with the company or any of
the companies in the Group when these activities are alien to the ordinary trading of the Company or are not carried
out in market conditions unless they inform the Board of Directors in advance and the Board, once it has been
informed by the Appointments and Remuneration Committee, approves the transaction with a favourable absolute
majority vote of the Directors attending the meeting.
C.7 Is there more than one company of the Group listed in Spain
NO
Identify the subsidiaries listed in Spain:
D - RISK CONTROL SYSTEMS

D.1 Description of the risk policy adopted by the company and/or your group, describing and assessing the
risks covered by the system, together with a justification for the adjustment of such systems to the profile of
each kind of risk.
Amper has a map of Corporate Risks configured as a tool to facilitate the identification, management and
monitoring of all the risks with significant impact on the objectives of the entity. The monitoring and updating of the
Map of Corporate Risks is the responsibility of the Business unit and Internal Auditing. The Audit and Control
Committee supervises and verifies this information and also ensures the alignment of the risks addressed by the
Company with its strategy.
During the 2011 the Board of Directors of the Amper Group approved a new framework policy that serves as the
basis for the internal control system for financial information (ISCFI), bringing it into line with new legal
requirements. Likewise, during the 2011 fiscal year the ICSFI was formally implemented.
The main risk categories included are the following:
- Risks related to processes
These risks are managed at Business Unit level and monitored in a centralised fashion by the Management Control
Department and verified by the Internal Audit Department.
The processes of an economic-financial nature are carried out in a centralised fashion under corporate criteria, and
the Annual Accounts of the Company, the Consolidated Accounts and those corresponding to each company
participated in with sufficient weight are verified by external auditors.
During the current year, some management processes have been reviewed according to the situation of the
market.
- Financial risks
The risks of a financial nature are managed through the Financial Risk Committee, and this Committee carries out a
detailed monitoring of the exposure to risk of the exchange rate and/or the interest rate for each Business Unit and
proposes policies and decisions on cover to the Audit and Control Committee.
As regards exposure to the credit risks, Amper has a solvent client portfolio, at both domestic and international level
and this is of little significance concerning the risk of credit.
- Technological risks
Given the activities of the Business Units of Amper, the protection of its technology and the developments is a
primary milestone for the maintenance of its competitive advantage. To this end, Amper has certain criteria and
policies for development, contracting of staff and subcontracting activities which guarantee this protection.
- Human Capital Risks
As was mentioned regarding technology, Amper is aware of the need to have the best human capital in order to
carry out its activities and maintain its competitive advantage, thus, all the companies of the group have a
remuneration policy of a variable nature linked to professional development and the achievement of personal
objectives, and so it identifies and rewards its best professionals.
Also,

- the Company has an anonymous, internal reporting channel created by the Auditing and Control Committee so
that any employee of the group may inform on issues related to internal control, accounting or auditing,
- The Company has an empowerment structure .which makes it possible to file all the guarantees and controls as
regards all legal acts,
- The Company has an internal Code of Conduct as regards the Stock Market.
D.2 Specify if during the period any type of risk (operative, technologic, financial, legal, reputation or taxes
related risks) has materialised that affected the Company and/or your group.
NO
If so, detail the circumstances that gave rise to them and if the control systems established have worked
properly.
D.3 Specify if there is any Committee or other decision-making body in charge of establishing and
supervising these control mechanisms.
YES
If so, detail its functions.
Name of the Committee or Body
INTERNAL AUDIT
Description of its functions
(a) To support the top management in its efforts to improve management in any area. (b)To verify the proper
use of all the resources of the Amper group in terms of economy, efficiency and efficacy. (c) To analyse the
level of compliance with the goals and objectives of the organisation. (d) To evaluate the efficiency of the
procedures and administrative and control systems. (e) To supervise the questions put forward through the
claims box. (f) To establish policies and procedures to guide the Internal Auditing work. (g)To evaluate the
functioning of the internal controls established in any field of activity and recommend the measures which
might increase their efficacy. (h) To control correct compliance with the policies, norms and instructions of
the Management, as well as the recommendations accepted by the Company or admitted by the Audit and
Control Committee. (i) To determine the level of economy, efficiency and efficacy at which the resources of
the Amper group are used. (j) To inform the management of the irregularities of any kind which have been
detected, and recommend how to eliminate these. (k) To carry out the functions of supervision and auditing
listed to the Annual Internal Audit Plan, and draft and distribute the reports related to its work. (l) To make
special studies it is put in charge of. (m) To propose the company relevant bodies the creation of Controlling
Rules and Procedures. (n) To coordinate with the external auditors all the issues related to the development
of its businesses. (o) To increase the quality of the information communicated, with the aim of transmitting
an “accurate image”.
Name of the Committee or Body
AUDIT AND CONTROL COMMITTEE
Description of its functions
a.- To inform the General Shareholders’ Meeting regarding issues over which it has competence, raised by
shareholders and to consider suggestions by shareholders, the Board of Directors and the managers. b.- To
propose the appointment of an auditor, the hiring conditions, the scope of the professional mandate and, if

equired, its renewal or non renewal. c.- The relations with external auditors. The evaluation of the audit
results and the answers of the management team to its recommendations. To intervene in case of
divergences among them as regards the applicable principles and criteria for drafting the annual accounts.
Also, to receive information on those questions which could endanger the independence of auditors as well
as any other question related to the performance of the audit of accounts or any other communications
provided by the rules of auditing of accounts and by the audit technical regulations. d.- To supervise the
performance of the audit agreement, trying that the opinion on the accounts and the main contents of the
audit report are drafted in a clear and accurate way. e.- To supervise the Company's internal audit services,
to know and check the fitness and integrity of the financial information process and of the internal control
systems. To review the appointment and replacement of those persons in charge. F.- To review the
Company’s accounts. To control the fulfilment of legal requirements and the correct enforcement of
accounting principles generally accepted. To inform on the proposals of modification of the accounting
principles and criteria as suggested by the managers. g.- To review the Prospectus and periodical financial
information that the Board must communicate to markets and their control bodies. h.- To control the
fulfilment of the Internal Behaviour Code as regards the Stock Market , the Regulations of the Administration
Board, the Regulations of the General Board of Directors and, in general, of the Company’s governance
regulations, making the required proposals in order to improve them. In particular, the Audit Committee shall
receive information and, if the case requires so, shall issue a report on disciplinary measures to members of
the Company's Top Management
D.4 Identification and description of the fulfilment processes of the different regulations affecting your
Company and/or your group.
The Company does not carry on its business in regulated markets.
In addition to the controls described above, and regarding compliance with any legal obligation or regulation
deriving from the Company’s activities, the Company has a General Secretary and a Legal Consultancy
Department responsible for overseeing such compliance.
E - THE GENERAL SHAREHOLDERS’ MEETING
E.1 Specify and, where appropriate, detail whether there are any differences with the minimum quorum
required by the Companies Act (LSA in Spanish) regarding the quorum required to hold valid a General
Meeting.
NO
% of quorum different from the
stipulated in art. 102 of LSA for
general assumptions
% of quorum different
from the stipulated in art.
103 of LSA for special
assumptions
Required quorum on first call 0 0
Required quorum on second call 0 0

E.2 Specify and, where appropriate, detail whether there are any differences with the rules envisaged in
the Companies Act (LSA) for the adoption of corporate resolutions.
NO
Describe the differences with the regime foreseen in the LSA.
E.3 Relate the rights of the shareholders regarding general shareholders’ meeting which are different from
the rights provided in the Companies Act (LSA).
There are no rights of the shareholders different from those stipulated in the Companies Act regarding general
shareholders’ meetings.
The rights of the shareholders related to this issue are detailed in the General Shareholders’ Meeting Regulations,
whose entire text is available at the company’s web page.
E.4 Specify, where appropriate, the measures adopted to encourage the participation of shareholders at
General Shareholders’ Meetings.
At its web page, the Company offers information to the shareholders about the General Shareholders Meeting, the
agenda, the resolution proposals that the Board subjects to the Meeting approval, the justifying reports on the
resolution proposals that the Board of Directors subjects to the Meeting in those cases required by Law or where
the company deems necessary, the Annual Accounts and the Management Report of the previous financial year,
the Annual Report of the Corporate Government of the previous financial year, as well as all relevant information
about the company that the Board of Directors deems interesting for the shareholders.
Further, shareholders are informed of the proceed they would have to follow in order to manage the representation
and the remote vote in the event they are not attending to the General Shareholders’ Meeting.
Due to the holding of the General Shareholders’ Meeting, the company has set up an Electronic Forum for
Shareholders on its website, for the purposes of facilitating communication between stockholders ahead of the
General Meeting.
E.5 Specify whether the chairman of the general shareholders’ meeting is also the Chairman of the Board
of Directors. Detail, where appropriate, the measures adopted to ensure independence and proper
operation of the General Shareholders' Meeting:

YES
Specify the measures adopted
The Articles of Association and the General Shareholders’ Meeting Regulations establish the way General
Shareholders’ Meeting must take place. The General Shareholders’ Meeting will be hold when agreed by
the Board of Directors, or upon request of a number of shareholders holding at least 5% of the share
capital, indicating in the application the issues to be discussed in the Meeting. Shareholders representing at
least 5% of the share capital may request the publication of a complement of the General Shareholder’s
Meeting adding one or more questions to the agenda. Any shareholder with right to vote may be
represented in the General Shareholders’ Meeting by any other person, shareholder or not, complying with
all legal requirements and formalities. Such representation must be granted by written and specially for
each Meeting.
Shareholders with assistance right may exercise their voting right: a) By attending, personally or by
representation, to the General Shareholders’ Meeting. b) By correspondence. Meetings will be chaired by
the Chairman of the Board, and the Secretary of the Board will act as the Secretary of the Meeting.
Shareholders, in compliance with Article 272 of the Companies Act (LSA) and other applicable provisions,
may examine at the head office (calle Marconi 3, Parque Tecnológico de Madrid, 28760 Tres Cantos) and
request the immediate and free-cost delivery or shipment, as of the publication date of notice of the
meeting, of the documents subject to approval of the Meeting mentioned in the notice.
Shareholders will have at their service all the information and documentation of the General Shareholders’
Meeting at the company’s web site, www.amper.es.
In accordance to the provisions of Article 197.1 of the LSA and article 18 of the General Shareholders’
Meeting, shareholders may request the Board of Administrators, up to the seventh day previous to the day
foreseen to held the Meeting, all the information or explanations they deem necessary, or ask by written the
questions they consider relevant about the issues in the agenda. Furthermore, they may request all
information or explanations or ask the questions they deem relevant about the information available to the
public that the company might have provided to the National Committee of the Stock Exchange (Comisión
Nacional del Mercado de Valores) since the last General Shareholders’ Meeting.
The Chairman will guide the debate and interventions by shareholders in order to ensure that the session
proceeds in an orderly way and is of reasonable duration. He will close debates when he feels the subject
has been discussed sufficiently, call for a vote and resolve any doubts arising regarding the agenda. In a
general way he will have whatever powers are needed for the session to proceed correctly. He may call
order or challenge shareholders who express themselves in offensive terms regarding either persons or
institutions, use inappropriate language or wander off the point motivating their intervention. He may also
limit the time shareholders are allowed to speak. Throughout the session he will be at shareholders’
disposal in a visible position at a table where shareholders can put down their names for a turn to speak.
Shareholders can also register to speak in advance of the session. The Chairman will decide if
shareholders’ are to be given the chance to speak at the end of the discussion of each point, or when all of
them, or a list of points, have been debated. Shareholders speaking during the meeting may request that
their contribution to the discussion, as transcribed from the tape recording of the session, be entered in the
minutes. Shareholders may also request that the transcription of their contribution to the discussion be sent
to their home address.
Each of the points on the agenda will be voted on separately. Resolutions will be adopted by a majority of
shareholdings present or represented at the meeting. Each share entitles its holder to one vote.
From 2007, the Board of Directors has requested the attendance of a Notary to the General Meeting so as
to take the minutes of the meeting.

E.6 Specify, where appropriate, the amendments that have been made during the financial year to
the Regulations of the General Shareholders’ Meeting.
The General Shareholders’ Meeting held on 29 June 2011, to adapt the Regulations of Shareholders’
Meetings to the regulatory changes that arose, which centred mainly on:
(i) The repeal of the Corporations Act and its substitution by the Capital Companies Act, the text of which
was approved by Royal Legislative Decree 1/2010 of 2 July.
(ii) The amendments to said Capital Companies Act, introduced by Royal Decree Law 13/2010 of 3
December and by the Sustainable Economy Act.
Agreed to modify articles 2, 5, 6, 12, 13, 24, 27 and 28 of the Regulations of Shareholders’ Meetings, the
new text of which is on the company’s website.
E.7 Specify the data on attendance at the General Shareholders’ Meetings held during the financial
year to which this report refers:
Attendance Data
Date of the
General
Meeting
% attending in
person
% represented
by proxy
% voting remotely
Electronic vote
Other
Total
29/06/2011 54.690 4.760 0.000 0.000 59.450
E.8 Briefly describe the resolutions adopted at the General Shareholders’ Meetings held during the
financial year referred to in this report and the percentage of votes by which each resolution was
passed.
AMPER, S.A.’s Ordinary General Shareholders’ Meeting held on 9 June, 2011, on it's second session,
adopted the following agreements:
First
To approve the Annual Accounts and Management Report both of AMPER S.A. and of its Consolidated
Group of Companies as well as to approve the management of the Board of Directors, for the financial yea
ending 31st December 2010.
This agreement was approved by a vote in favour by shareholders owning 18,484,254 shares,
representatives of 100% of the capital attending the shareholders’ meeting.
Second
To approve the proposal for the application of the profits and the distribution of the dividends proposed by
the Board, and that is reflected in the report for the financial year made available to the Board, and which is
as follows:
BALANCE FOR THE PURPOSE OF DISTRIBUTION
Euros

Amper, S A losses for the fiscal year (45,131,073.75)
APPLICATION
Accumulated losses (45,131,073.75)
TOTAL (45,131,073.75)
This agreement was approved by a vote in favour by shareholders owning 18,484,254 shares, representatives of
100% of the capital attending the shareholders’ meeting
Third
3.1.1. To re-elect Mr. Juan José Toribio Dávila as Independent Director for a new period of five years.
This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares,
representatives of 99.06% of the share capital, with the negative vote of 148,375 shares, representatives of
0.94% of the share capital.
3.1.2. To ratify the Board of Directors’ appointment by cooptation of Mr Alfredo Redondo Iglesias as executive
director, re-electing him for a new term of five years.
This agreement was approved with the vote in favour of shareholders who are owners of 15,652,418 shares,
which represent 99.04% of the share capital present at the General Shareholders’ Meeting, with 151,202 shares
voting against the motion, which represent 0.96 % of the share capital present at the General Shareholders’
Meeting.
3.1.3. To ratify the Board of Directors’ appointment by cooptation of Mr Ignacio López del Hierro Bravo as
independent director, re-electing him for a new term of five years.
This agreement was approved with the vote in favour of shareholders who are owners of 15,654,885 shares,
which represent 99.06% of the share capital present at the General Shareholders’ Meeting, with 148,735 shares
voting against the motion, which represent 0.94 % of the share capital present at the General Shareholders’
Meeting.
3.1.4. To ratify the Board of Directors’ appointment by cooptation of TVIKAP AB as nominee director, re-electing
the same for a new term of five years.
This agreement was approved with the vote in favour of shareholders who are owners of 15,621,256 shares,
which represent 98.85% of the share capital present at the General Shareholders’ Meeting, with 182,364 shares
voting against the motion, which represent 1.15 % of the share capital present at the General Shareholders’
Meeting.
3 2. To establish the number of members needed to make up the Board of Directors, in keeping with the
maximum and minimum thresholds provided by article 20 of the Articles of Association, at 10 members.
This agreement was approved with the vote in favour of shareholders who are owners of 15,798,905 shares,
which represent 99.97% of the share capital present at the General Shareholders’ Meeting, with 4,715 shares

voting against the motion, which represent 0.03 % of the share capital present at the General Shareholders’
Meeting.
Fourth
To modify articles 6, 13, 14, 15, 20, 24 and 26 of the Articles of Association of AMPER, S. A. to bring them into
line with legislative changes. The Articles of Association new text can be read on the company website.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Fifth
To modify articles 2, 5, 6, 12, 13, 24, 27 and 28 of the Regulations of Shareholders’ Meetings to bring them into
line with legislative changes. The new text of the Regulations of Shareholders’ Meetings can be read on the
company website.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Sixth
To put to consultative vote the report on the Compensation Policy made available to the shareholders.
This agreement was approved with the vote in favour of shareholders who are owners of 18,459,639 shares,
representatives of 99.87% of the capital attending the Board, with the negative vote of 24,615 shares,
representatives of 0.13% of the capital attending the Board.
Seventh
To appoint KPMG Auditores S.L, a company registered under number S0702 in the Official Registry of Account
Auditors of the Institute of Accounting and Account Auditing, which has its registered address in Madrid, at Paseo
de la Castellana, no. 95, and which is registered in the Commercial Registry of Madrid in Volume 11.961, Sheet
M-188.007, and is the holder of Company Tax No. (CIF) B-78510153, as Account Auditors of Amper, S.A. and
its Consolidated Corporate Group, for a three-year period, to audit the corresponding accounts for the 2011, 2012
and 2013 fiscal years, pursuant to what is established in article 263 of the Capital Companies Act.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares,
which represent 100% of the share capital present at the General Shareholders’ Meeting.
Eight
To agree on a Stock Option Scheme in favour of the company’s management team under the terms and
conditions and with the features stated in the document provided to the shareholders on the company website,
the main aspects of which are the following:
Description: The Scheme consists of the promise to provide the Beneficiaries with the option to buy shares in
Amper S.A. (the company being thereby obligated to sell), on a certain date and under the basic conditions
mentioned below. The Scheme shall be settled against the delivery of shares by the Company. Cash settlements
are not allowed.

Beneficiaries: The Managing Director and any Group employees designated by the same during the second half
of 2011, following a positive report by the Appointments and Remuneration Committee regarding the selection
criteria for the same and the way the shares will be distributed among them.
Maximum number of Amper, S.A. shares included in the Scheme: up to a maximum of 408,000 shares, which
represent 1.38% of the total share capital. The Managing Director would be entitled to a maximum 80,000 of
these shares.
Term: The Scheme shall come into effect in 2011 and ends on 31 December 2015. Instalments shall be as
follows: during the second half of 2011 the options shall be assigned among the Beneficiaries. These options can
be exercised from 1 July 2014, provided that the Conditions for Exercising the Options are in place.
Exercise Term: 18 months, from 1 July 2014 to 31 December 2015.
Conditions for Exercising the Options: The options can be exercised subject to compliance with the following
conditions: (i) that the Total Shareholder Return (TSR) target linked to the Ibex or small caps index is reached, as
established by the Board of Directors, following a positive report by the Appointments and Remuneration
Committee, during the second half of 2011 and (ii) that the accumulated EBITDA target is reached for 2011, 2012
and 2013 in the amount established by the Board of Directors, following a positive report by the Appointments
and Remuneration Committee, during the second half of 2011.
Exercise Price: Once the options have been allocated, the managers shall be entitled to buy those corresponding
to them at a price that is equal to the average cost of the Amper Treasury Stock, taking into account the average
Amper share value during the month of June 2011.
Coverage: 408,000 Amper, S.A. treasury stock shares have been allocated for this purpose. Notwithstanding this,
Amper, S.A. may also in future be covered by other financial instruments.
To enable the Board of Directors to develop, formalize, execute and settle the Scheme, entering into any
agreements and signing any documents that might be required for the Scheme to be fully effective, being able to
correct, rectify, modify or complement this agreement.
This agreement was approved with the vote in favour of shareholders who are owners of 18,481,787 shares,
which represent 99.99% of the share capital present at the General Shareholders’ Meeting, with 2,467 shares
voting against the motion, which represent 0.01 % of the share capital present at the General Shareholders’
Meeting.
Ninth
9.1. To ratify any acquisitions made up to the date of this General Meeting within the limits allowed by law.
9.2. To render void the unused part of the authorisation granted by the General Meeting on 23 June 2010.
9.3. To authorise the Board of Directors, pursuant to article 146 of the Capital Companies Act, to carry out the
derivative acquisition of the Company’s Treasury Stock, under the following conditions:

a) Shares can be acquired by any legally means, directly by Amper, S.A. or by one of its group’s companies, up to
the maximum provided by Law.
b) The maximum price per share shall be of twenty (20) euros. There will not be a minimum price.
c) This authorisation shall be valid for 5 years.
This agreement was approved with the vote in favour of shareholders who are owners of 18,327,654 shares, which
represent 99.15% of the share capital present at the General Shareholders’ Meeting, with 156,600 shares voting
against the motion, which represent 0.85 % of the share capital present at the General Shareholders’ Meeting.
Tenth
To approve the merger of AMPER, S.A. (Acquiring Company) and HEMISFERIO NORTE, S. A. (Acquired
Company fully owned by AMPER, S.A. at the time of the merger) with the extinction of the absorbed company and
the block transfer of its assets, universally, to the acquiring company, pursuant to the merger project approved by
the executive bodies of the companies involved, and which was deposited in the Commercial Registry of Madrid,
specifically:
10.1. Approval of the merger balance closed on 31 December 2010.
To take the balance sheets of Amper, S.A. and Hemisfero Norte, S.A.U., both closed on 31 December 2010, as the
basis of this merger operation, pursuant to what is established in article 36 of Act 3/2009.
In accordance with what is established in article 37 of Act 3/2009, the merging balance of Amper, S.A. has been
verified by Corporate account auditors. That of Hemisferio Norte, S.A.U. has not been verified by an account
auditor as the company was not obligated to audit its accounts.
No significant changes took place in either the composition or the value of the assets and liabilities existent in
either of the companies merging between the date on which the merger project was drafted and the date on which
these agreements are signed.
10.2. Approval of the Merger Proposal merging Amper S.A. and Hemisferio Norte, S.A.U (Acquiring Company).
To approve in its entirety the merger proposal merging Hemisferio Norte S.A.U. (Acquired Company) and Amper,
S.A, (Acquiring Company), presented before the Commercial Registry of Madrid on 11 May 2011.
10.3 Endorse the merger agreement.
To approve the merger of AMPER, S.A. as acquiring company and HEMISFERIO NORTE, S.A. as acquired
company, with the block transfer of the assets of the acquired company, which will be extinguished, the acquiring
company thereby assuming the rights and obligations of the acquired company through universal succession.
This agreement was approved with the vote in favour of shareholders who are owners of 18,477,865 shares, which
represent 99.97% of the share capital present at the General Shareholders’ Meeting, with 6,389 shares voting
against the motion, which represent 0.03 % of the share capital present at the General Shareholders’ Meeting.
Eleventh
According to the provisions of Article 1 of Act 26/2003 dated 17 July, by virtue of which Article 115.1 is added to the
Securities Exchange Act 24/1988 dated 28 July, the General Shareholders' Meeting is informed that, with the
purpose of facilitating the work of the Executive Committee, the Board of Directors did on 29 September 2010
unanimously approve the amendment to Article 24.2 of the Regulations of the Board of Directors, providing that the
Vice-Secretary of the Board of Directors could also act as Secretary of this Committee.

Likewise, in its session of 25 May 2011 the Board of Directors agreed to modify articles 10.1, 25.2 and 36.3 to bring
them into line with legislative changes.
Twelfth
To delegate to the Board of Directors the powers necessary to request from the Stock Exchange Governing Body
(Sociedad Rectora de las Bolsas de Valores) and the Spanish Securities and Exchange Comission (Comisión
Nacional del Mercado de Valores) the admission of the new shares, securities and other titles that may be issued,
if applicable, to official quotation on the Stock Exchange by virtue of the authorisation given to the Board of
Directors. The Board will draft the informative leaflets and comply with the legal and regulatory procedures, and
adopt necessary agreements for the Company’s shares, securities and other titles in circulation to remain quoted.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which
represent 100% of the share capital present at the General Shareholders’ Meeting.
Thirteenth
To delegate to the Board of Directors, with express powers of substitution, the widest powers which in law are
necessary for it to proceed to set, complete, develop and modify the agreements adopted by this General
Shareholders’ Meeting. The Board will carry out whatever administrative procedures are necessary before the body
responsible for the registration of account entries, the Ministry for the Economy and Finance, the Spanish
Securities and Exchange Comission and any other public or private bodies. It will also draw up and publish the
announcements required by law. In addition it will be given powers for compliance with as many legal requirements
as necessary to complete this work satisfactorily. It will be able to complete and correct omissions or defects in
these agreements. It will also have the power to authorise as many public or private documents considered
necessary to adapt these to the verbal or written requirements for the Companies Registrar and any authority or
institution responsible, carrying out as may acts as are necessary to complete this satisfactorily and, in particular,
to achieve the registration in the Companies Register of those agreements that can be registered.
This agreement was approved with the vote in favour of shareholders who are owners of 18,484,254 shares, which
represent 100% of the share capital present at the General Shareholders’ Meeting.
E.9 Specify whether there is any limitation in the Articles of Association establishing any number of
shares required to attend the General Shareholders’ Meeting.
NO
Number of shares required to attend the General Shareholders Meeting
E.10 Specify and justify the policies followed by the Company with respect to proxy-voting at the
General Shareholders’ Meeting.
As aforementioned, any shareholder with attendance right may be represented in the Meeting by any other
person, shareholder or not, complying with all legal requirements and procedures. Such representation must
be granted by written and specially for each Meeting.
The representation is revocable. Attendance in person at the Meeting by the principal shall constitute the
revocation of the representation granted.

The documents in which the representations and delegations for the Meeting are recorded, including those
which are made in favour of a member of the Board of Directors, shall contain instructions with regard to the
how to vote on the points of the order of the day at the Meeting, with the understanding that if these are not
provided, the proxy shall vote in favour of the resolutions formulated by the Board of Directors.
E.11 Specify if the company is aware of any policy of institutional investors as to participating or not
in the decisions of the Company.
NO
E.12 Specify the address of and access to the corporate-governance-related content on your web
site.
Address: www. amper.es
Content relating to corporate governance is currently located in the section entitled “Accionistas”
[shareholders] f the company’s web site.
F - DEGREE OF COMPLIANCE WITH GOOD GOVERNANCE RECOMMENDATIONS
Specify the degree of compliance of the Company with good governance recommendations of the
Unified Code of Good Governance. In case the Company does not comply with any of them, explain the
recommendations, rules, practices or criteria that the same applies.
1. The Articles of Association of the listed companies must not limit the maximum number of votes
which may be cast by a single shareholder, nor contain other restrictions which impede the taking of
control of the company by way of purchase of its shares on the stock market.
See captions: A.9, B.1.22, B.1.23 and E.1, E.2.
Complies
2. When a parent company and an affiliate are both listed, both will publicly and precisely define:
a) The respective areas of activity and possible business relationships between them, as well as
possible business relationships between the listed affiliate and other group companies;
b) Anticipated mechanisms for the resolution of possible conflicts of interest which could arise.
See captions: C.4 and C.7

Not applicable
3. Although Commercial Law does not so expressly require, operations which involve a structural
modification of the company, specifically the following modifications, must be submitted to the General
Shareholders Meeting of Shareholders for approval:
a) The transformation of listed companies into holding companies, by means of "affiliation" or the
incorporation into affiliate entities of essential activities undertaken until that moment by the company
itself, even when the company maintains full control of the affiliates;
b) The acquisition or transfer of essential working assets, when this involves the effective
modification of the corporate purpose;
c) Operations whose effect is equivalent to the liquidation of the company.
Complies
4. The proposals listed which are included in the resolutions to be adopted by the General Meeting,
including the information referred to in Recommendation 28, must be made public at the moment of
publication of the announcement of the calling of the Meeting.
Complies
5. Those matters which are substantially independent should be voted upon separately in the General
Meeting, so that shareholders can separately exercise their voting preferences. Said rule should
particularly apply to the following:
a) To the appointment or ratification of directors, which must be voted upon case by case;
b) In the event of amendment of the Articles of Association, the rule must be applied to each article
or group of articles which are substantially independent.
See caption: E.8.
Complies
6. The companies must allow splitting of the vote so that financial intermediaries who appear as
legitimate shareholders, but act on behalf of different clients, can cast their votes in accordance with the
instructions of these.
See caption: E.4
Complies
7. The Board of Directors must perform its functions with a unitary purpose and with independent
criteria, giving equal treatment to all shareholders, and said board must act in accordance with the
interest of the company, understood as acting in such a way as to continuously maximize the
company's financial value.
It must likewise ensure that the company acts in accordance with the law and with regulations in its
dealings with stakeholders, that it fulfils its obligations and contracts in good faith, respects uses and
good practices in the sectors and regions in which it engages in its activity, and observes those
additional principles with regard to social responsibility, which it has voluntarily accepted.

Complies
8. The Board accepts, as the core of its mission, the approval of the company's strategy and the precise
organization for its implementation, as well as the and the Board will supervise and control the
Directorate in order to ensure that it fulfils established objectives and respects the company's corporate
interest. To this effect, the full Board reserves the power to approve:
a) The general policies and strategies of the company, and, in particular:
i) The strategic or business plan, as well as management objectives and annual budgets;
ii) Investment and financing policy;
iii) The definition of the structure of the corporate group;
iv) Corporate governance policy;
v) Policy with regard to corporate social responsibility;
vi) Policy with regard to the remuneration and the evaluation of the performance of senior level staff;
vii) Policy with regard to the control and management of risks, as well as periodic monitoring of
internal information and control systems.
viii) Policy with regard to dividends, as well as with regard to bought back shares, especially with
regard to limits.
See captions: B.1.10, B.1.13, B.1.14 and D.3
b) The following decisions:
i) At the proposal of the chief executive officer of the company, the appointment and possible
dismissal of senior level staff, as well as their compensation clauses.
See caption: B.1.14.
ii) The remuneration of directors, as well, in the case of executives, as the additional remuneration
on account of their executive functions and additional conditions found in their contracts.
See caption: B.1.14.
iii) The financial information which, due to its status as a listed company, the company must
periodically make public.
iv) The investments and operations of all types which, due to their high amount or special
characteristics, are of a strategic nature, unless their approval corresponds to the General Meeting;
v) The creation or purchase of shareholdings in special purpose entities or in entities with
headquarters in countries or regions which have the status of tax havens, as well as any other
analogous transactions or operations which, due to their complexity, could act to the detriment of the
group’s transparency.
c) The operations which the company performs with directors, major shareholders or represented
parties on the Board of Directors or with persons connected to them (“related party transactions).
That authorization by the Board shall not be deemed necessary, nevertheless, for those related party
transactions which simultaneously fulfil the following three conditions:
1. They are performed pursuant to contracts whose conditions are standardized and are applied in
mass to many customers;
2. Those transactions which are performed at prices or rates established in general by the individual
who is supplying the good or service involved;
3. Those transactions whose amount does not exceed 1% of the Company’s annual income.
It is recommended that the Board approve related party transactions after a favourable report by the
Audit Committee or, if warranted, by any other committee to whom that function is entrusted, and that

the directors concerned, in addition to not exercising or delegating their right to vote, are not present in
the meeting hall, when the Board of Directors discusses and votes on this matter.
It is recommended that the powers which here are attributed to the Board be non delegable, with the
exception of those mentioned in letters b) and c), which may be adopted under urgent circumstances by
the Delegated Commitee, with subsequent ratification by the full Board.
See captions: C.1 and C.6
Complies
9. The Board must have the optimum number of members so as to ensure efficient and participative
functioning, which makes it advisable for it to include at least five but not more than fifteen members.
See caption: B.1.1
Complies
10. External directors representing substantial shareholders must be a large majority on the Board and
the number of executive directors must be the minimum necessary, taking into account the complexity
of the corporate group and the shareholding percentage of the executive directors in the Company’s
capital.
See captions: A.2, A.3, B.1.3 and B.1.14.
Complies
11. In the event that there is an external director who can not be considered to be a director
representing substantial shareholders nor as independent, the Company must explain said
circumstance and his relationships, whether with the Company or its directors, or with its shareholders.
See caption: B.1.3
Not Applicable
12. Amongst external directors, the relationship between the number of directors representing
substantial shareholders and independent directors must reflect the ratio existing between the
company's capital represented by directors representing substantial shareholders and the remaining
capital.
This criterion with regard to strict proportionality may be loosened, so that the weight of the directors
who represent substantial shareholders may be greater than that which would correspond to the total
percentage of capital which they represent:
1 In companies with high levels of capitalization in which shareholdings which have the legal status of
significant are scarce or nonexistent, but there are shareholders with stock holdings possessing high
absolute value.
2 When the companies involved are those in which a majority of shareholders, whether represented on
the Board or not, are interrelated.
See captions: B.1.3, A.2 and A.3
Complies

13. The number of independent directors must represent at least one third of the total number of
directors.
See caption: B.1.3
Complies
14. The Board must explain the nature of every director before the General Meeting of Shareholders
which must effect or ratify appointments, with the appointments being confirmed, or if warranted,
reviewed annually in the Annual Corporate Governance Report, after verification by the Appointments
Committee. Said report must set forth the reasons why directors representing substantial shareholders
have been appointed at the request of shareholders whose shareholding stakes constitute less than 5%
of capital; and must set forth the reasons, if warranted, why the formal requests for presence on the
Board, by shareholders whose shareholding stake is equal to or greater than that of other shareholders
on whose behalf, upon their request, directors representing substantial shareholders were designated,
was not granted.
See captions: B.1.3 and B.1.4
Complies
15. When the number of women directors is scarce or zero, the Board of Directors must explain the
reasons why and the initiatives adopted to correct said situation; and, in particular, the Appointments
Committee must ensure that when there are vacancies:
a) The selection procedures do not contain implicit biases which hinder the selection of women
directors;
b) The company deliberately looks for, and includes women who fit the professional profile sought
amongst its potential candidates.
See captions: B.1.2, B.1.27 and B.2.3.
Please explain
There is no woman director on the Amper S.A. Board of Directors but the post of Legal Advisor and Company
Secretary is held by a woman.
The Remuneration and Appointments Commitee ensures that when new vacancies arise on the Board an
impartial and objective selection procedure is followed independently of the gender of the candidates.
16. The Chairman, as the person in charge of the efficient functioning of the Board, must ensure that
directors receive sufficient information prior to meetings; he must stimulate debate and active
participation by directors during Board sessions, ensuring their free holding and expressing of opinions,
and he must organize and coordinate the periodic evaluation of the Board with the relevant Commitee
chairpersons, including, if warranted, of the chief executive officer or executive director.
See caption: B.1 42
Complies
17. When the Chairman of the Board of Directors is also the Chief Executive Officer of the Company,
one of the independent directors is authorized to request the holding of the Board of Directors meeting
or the inclusion of new points in the order of the day, in order to coordinate and provide a forum for the
concerns of the external directors and to manage the evaluation of the Chairman by the Board.

See caption: B.1.21
Not applicable
18. The Secretary of the Board of Directors must take particular care to ensure that the actions of the
Board have the following characteristics:
a) They conform to the letter and spirit of the Laws and regulations, including those approved by
regulatory entities;
b) They are in agreement with the Company’s Articles of Association and with the Regulations of the
General Meeting, of the Board of Directors and other regulations of the company;
c) They take into account the recommendations with regard to good governance contained in this
Unified Code accepted by the company.
In addition, in order to ensure the independence, impartiality and professionalism of the Secretary, his
appointment and dismissal must be communicated by the Appointments Commitee and approved by
the full Board of Directors, and said process of appointment and dismissal must be recorded in the
Regulations of the Board.
See caption: B.1.34
Complies
19. The Board of Directors must meet with the frequency necessary to efficiently perform its functions,
in accordance with the schedule of dates and matters which it establishes at the beginning of the
financial year, with each Director having the right to propose other points which were not initially
anticipated for inclusion in the order of the day.
See caption: B.1.29
Complies
20. Non-attendance on the part of the directors must be limited to situations of absolute necessity and
must be quantified in the Annual Corporate Governance Report. If representation is essential, it must be
conferred with instructions.
See captions: B.1.28 and B.1.30
Complies
21. When the directors or the Secretary express concerns with regard to a proposal or, in the case of
the directors, with regard to the company’s performance, and such concerns are not resolved at a Board
of Directors meeting, these concerns are recorded in the minutes at the request of the party who
expresses them.
Complies
22. The full Board of Directors must evaluate the following once a year:
a) The quality and efficiency of the Board’s functioning;
b) Based on the report submitted by the Appointments Committee, the performance of their functions

y the Chairman of the Board and by the Company’s Chief Executive;
c) The functioning of the Board’s Committees, based on the report which these Committees submit
to the Board.
See caption: B.1.19
Complies
23. All of the directors may exercise the right to collect the additional information which they judge to be
necessary with regard to matters which fall within the competence of the Board of Directors. Unless the
Articles of Association or Regulations of the Board of Directors stipulate otherwise, they shall direct their
request for information to the Chairman or Secretary of the Board.
See caption: B.1.42
Complies
24. All of the directors have the right to obtain whatever guidance or advice is necessary from the
Company in order to fulfil their functions. In addition, the Company must provide the channels
necessary for the exercise of this right, which, under particular circumstances may include the right to
external consultancy which is debited to the Company.
See caption: B.1.41
Complies
25. The companies must establish an orientation programme which rapidly provides new directors with
sufficient knowledge with regard to the business, as well as with regard to its corporate governance
rules. The companies must also offer the directors programmes for updating their knowledge when
circumstances so warrant.
Complies
26. The companies must require the directors to dedicate the time and effort to their functions
necessary to efficiently perform them and therefore:
a) The directors must inform the Appointment Committee with regard to their remaining professional
obligations in the event that they might interfere with amount of dedication required;
b) The companies must establish rules with regard to the number of Boards of Directors which their
directors may serve on.
See captions: B.1.8, B.1.9 and B.1.17
Complies
27. The proposal for appointment or re-election of directors which the Board of Directors submits to the
General Meeting of Shareholders, as well as their temporary appointment through co-optation, are
approved by the Board of Directors:
a) On the proposal of the Appointments Committee, in the case of independent directors.
b) After the submission of a report by the Appointments Committee, in the case of the remaining
directors.
See caption: B.1.2

Complies
28. The companies must make public and maintain the following information on their directors, updated
by way of their Web page:
a) Professional and biographical profile;
b) Other Boards of Directors on which the directors serve, whether the companies are listed or not;
c) The category of director under which the director falls, indicating, in the case of directors
representing substantial shareholders, the represented shareholder or the shareholder with whom he
has the relationship.
d) Date of first appointment as director of the Company, as well as subsequent dates, and;
e) Company shares, or stock options, which the director holds.
Complies
29. Independent directors must not remain independent for a continuous period of more than 12 years.
See captions: B.1.2
Please explain
Despite the fact that article 13.3 of the Regulations of the Board of Directors of Amper, S.A. establishes that the
Board of Directors will ensure that the independent Directors do not remain as such for a period of more than
12 years, said Board of Directors has decided that, given the important contribution they make to the company
with their professionalism, experience and knowledge of the company, the Directors Mr. Jaime Espinosa de los
Monteros and Mr. José F Mateu Istúriz, both independent Directors since 1999, should continue to hold their
posts. For this reason, their reelection, for a term of five years, was proposed to the General Shareholders’
Meetings held in 2008 and 2009, respectively.
30. The directors representing substantial shareholders must resign when the represented shareholder
sells his entire equity ownership. The directors representing a substantial shareholder must also resign,
when said shareholder decreases his equity ownership to a level which requires the reduction in the
number of directors representing substantial shareholders.
See captions: A.2, A.3 and B.1.2
Complies
31. The Board of Directors may not propose the dismissal of any independent director before the end of
the statutory period for which he was nominated, except when the Board considers that there is just
cause after an Appointments Committee report. Specifically, just cause will be understood to exist when
the director has failed to fulfil the obligations inherent in his office or has incurred in any of the
circumstances described in caption 5 of section III of definitions of this Code.
The dismissal of independent directors can also be proposed as a result of a Public Takeover Bid,
mergers or other similar corporate operations which presuppose a change in the company’s capital
structure, when said changes in the structure of the Board of Directors are favoured by the
proportionality criterion indicated in Recommendation 12.
See captions: B.1.2, B.1.5 and B.1.26
Complies

32. Companies must establish rules which oblige directors to provide notification and, if warranted,
resign in those cases in which their presence can harm the credit and reputation of the company, and
specifically, they must notify the Board of any criminal cases in which they appear as suspects, as well
as with regard to their subsequent legal difficulties.
If charges are brought against a director or if a judge's order for a hearing to commence is brought
against him for any of the offences indicated in section 124 of the Public Limited Companies Act, the
Board of Directors must examine the case as soon as possible and, in view of the specific
circumstances, must decide whether it is appropriate or not for the director to continue in his position.
The Board of Directors must report all of this in a reasoned manner in the Annual Corporate
Governance Report.
See captions: B.1.20, B.1.43, B.1.44
Complies
33. All of the directors must clearly express their opposition when they consider that any proposal for a
decision submitted to the Board may be contrary to the Company’s interest. In particular, independent
directors and other directors not affected by the potential conflict of interest must do so, when the
decisions involved may be harmful to the interests of shareholders not represented on the Board.
When the Board adopts important or repeated resolutions with regard to which a director has serious
reservations, said director shall draw the appropriate conclusions, and if he chooses to resign, should
explain his reasons in the letter referred to in the following recommendation.
This Recommendation also applies to the Secretary of the Board, although he does not hold the office
of director.
Complies
34. When a director, whether due to resignation or another reason, leaves his office before the end of
his term, he should explain his reasons in a letter which he will send to all Board members. Without
prejudice to said termination being presented as an important event, the reason for the termination shall
be reported in the Annual Corporate Governance Report.
See caption: B.1.5
Complies
35. The remuneration policy approved by the Board must at minimum address the following issues:
a) The amount of the fixed remuneration items, with a breakdown, if warranted, of the fees for
participation on the Board and its Committees and an estimate of the annual fixed remuneration
which results from the above;
b) Variable remuneration items, including, in particular:
i) Types of directors to which they apply, as well as an explanation of the relative importance of
variable remuneration items as opposed to fixed remuneration items.
ii) Evaluation criteria with regard to performance upon which all rights to remuneration in the form
of shares, stock options or any variable component are based;
iii) Basic parameters and foundation for any system of annual bonuses or other compensation not
paid in cash; and
iv) An estimate of the total amount of variable remuneration which would result from the proposed
remuneration plan, depending on the degree of fulfilment of the reference objectives or
assumptions.

c) Main characteristics of occupational welfare schemes (for example, supplementary pensions, life
insurance and similar), with a calculation of their amount or equivalent annual cost.
d) Conditions which must be included in the contracts of those who perform senior management
functions as executive directors, amongst which the following are included:
i) Length;
ii) Time periods for prior notification; and
iii) All other clauses relative to engagement bonuses, as well as to indemnity for early termination
or ending of the contractual relationship between the Company and the executive director.
See caption: B.1.15
Complies
36. The forms of remuneration by way of the delivery of company shares or of shares from companies
in the group, stock options or instruments tied to share value, variable remuneration linked to the
company’s performance or occupational welfare schemes must be limited to executive directors.
This recommendation shall not include the delivery of shares, when a requirement is that directors
maintain the shares until they leave their office.
See captions: A.3 and B.1.3.
Complies
37. The remuneration of external directors must be sufficient to reflect the dedication, qualification and
responsibility required by their office, but it should not be so high as to compromise their independence.
Complies
38. The forms of remuneration tied to the Company’s performance must take into account the possible
qualifications recorded in the external auditor’s report, which reduce said performance.
Complies
39. In the case of variable remuneration, remuneration policy must incorporate the necessary technical
precautions in order to ensure that said forms of remuneration are connected to the professional
performance of the beneficiaries and do not merely stem from general market or corporate activity
sector trends or other similar circumstances.
Complies
40. The Board must put to a vote by the General Shareholders Meeting, by way of a consultative vote
and as a separate point in the agenda, a report on the compensation policy for Board members, and
that this report must be made available to the shareholders either separately or in any other way that
the company considers to be suitable.
This report will focus on the compensation policy approved by the Board for the current year, as well as,
if applicable, that planned for future years. It will cover all the questions to which Recommendation 35

efers, except in those cases that would involve revealing commercially sensitive information. It will
stress the most significant changes to these policies applied during the last financial year to which
General Meeting of shareholders relates. It will also include an overall summary of how the
compensation policy was applied during the last financial year.
The Board of Directors must additionally report on the role played by the salaries committee in drawing
up the salaries policy and, if external consultants were used, the name of the external consultants.
See captions: B.1.16
Complies
41. The Annual Report must break down the individual remuneration of the directors during the financial
year and must include the following:
a) The individual breakdown of each director's remuneration, which will include, if the case requires
so:
i) Attendance fees and other fixed remuneration as a director;
ii) Additional remuneration as Chairman or member of a Board committee;
iii) Any remuneration for participation in the form of compensation or bonuses, and the reason
why it was granted.
iv) Contributions in favour of the director to defined contribution pension plans, or an increase in
the director's consolidated rights, when contributions to defined contribution plans are involved;
v) Any compensation agreed upon or paid in the event of termination of duties;
vi) The remuneration received as a director of other companies in the group;
vii) The remuneration for the performance of Senior Management functions by executive
directors;
viii) Any other remuneration item different from the above, whatever its nature or the group entity
which pays it, especially when it has the status of a swap, or its omission distorts the accurate
reflection of the total remuneration received by the director.
b) The individualized breakdown of possible deliveries to directors of shares, stock options or any
other instrument tied to share value, with a list of:
i) The number of shares or options granted during the year, and the conditions for their exercise;
ii) The number of options exercised during the year, with an indication of the number of shares
affected and the price of the exercise;
iii) The number of options pending exercise at the end of the year, with an indication of their price,
date and other requirements for exercise;
iv) All modifications during the year of the conditions regarding the exercise of the options
granted.
c) Information with regard to the relationship between said past financial year, between the
remuneration obtained by the executive directors and the results or other indicators of the
Company's performance.
Complies
42. When a Delegated or Executive Commitee exists (hereinafter, “Delegated Commitee”), the structure

of the participation in the different categories of directors must be similar to that of the Board itself and
its Secretary must be from the Board.
See captions: B.2.1 and B.2.6
Complies
43. The Board of Directors must always have knowledge of the matters dealt with and the resolutions
adopted by the Delegated Committee and all members of the Board must receive a copy of the minutes
of the Delegated Committee’s sessions.
Complies
44. In addition to the Audit Committee required by the Stock Market Act, the Board of Directors must
create within itself a Committee or two separate Committees, which handle Appointments and
Remuneration.
The rules with regard to the make-up and functioning of the Audit Committee and the Committee or
committees on Appointments and Remuneration are set forth in the Board Regulations,
and include the following:
a) The Board must designate the members of these Committees, taking into account the knowledge,
aptitudes and experience of the directors and the tasks of each Committee, discuss their proposals
and reports, and before the Board of Directors, the members of these Committees must report, at
the first full meeting of the Board of Directors, subsequent to the Committees’ meetings, on their
activity, and they must justify the work performed by the Committees.
b) Said Committees must be composed exclusively of external directors, with a minimum of three.
The foregoing is understood to be without prejudice to the attendance of executive director or senior
management, when Committees members expressly assent thereto.
c) Their Chairmen must be independent directors.
d) They may resort to external consulting, when they consider it to be necessary for the
performance of their functions.
e) Minutes must be taken in the meetings, and a copy of said minutes must be sent to all Board
members.
See captions: B.2.1 and B.2.3
Complies
45. The Audit Committee, the Appointments Committee, or, if they exist separately, Compliance
Committees or Corporate Governance Committees, are responsible for supervising compliance with
internal codes of conduct or with corporate governance regulations.
Complies
46. The members of the Audit Committee, and especially its Chairman, are designated taking into
account their knowledge and experience with regard to accounting, audits and risk management.
Complies

47. Listed companies have an internal auditing function available which, under the supervision of the
Audit Committee, ensures the proper functioning of the information and internal control systems.
Complies
48. The person in charge of the internal audit function must present his annual work plan to the Audit
Committee; said person must directly inform the audit committee with regard to incidents which occur in
its development, and must submit an activities report at the end of every financial year.
Complies
49. Risk management and control policy must at least identify the following:
a) The different types of risk (operative, technological, financial, legal, reputation…) which the
company confronts, including amongst economic and financial risks, indirect liabilities and other risks
not in the balance sheet;
b) The setting of the level of risk which the company considers to be acceptable;
c) The measures forecast for the mitigation of the impact of identified risks, should they come to
pass;
d) The internal control and information systems which are used to control and manage the
aforementioned risks, including indirect liabilities or risks off the balance sheet.
See caption: D
Complies
50. The following corresponds to the Audit Committee:
1. In connection with the internal control and information systems:
a) To supervise the process of creation as well as the integrity of the financial information relative to
the Company and, if warranted, relative to the group, reviewing compliance with the regulatory
requirements, the adequate demarcation of the consolidation perimeter and the correct application of
accounting criteria.
b) To periodically review the risk management and internal control systems, so that the main risks
are identified, managed and adequately recognized.
c) To ensure the independence and efficiency of the internal audit function; propose the selection,
appointment, re-election and termination of the Internal Audit Service Supervisor, propose the
budget of that internal Audit Service, receive periodic information with regard to its activities; and
verify that senior management takes into account the conclusions and recommendations of its
reports.
d) To establish and supervise a mechanism which permits employees to communicate confidentially,
and if it is considered appropriate, anonymously, with regard to irregularities of potential importance,
particularly with regard to accounting and finances, which they observe inside the Company.
2. In connection with the external auditor:

a) To submit proposals with regard to the selection, appointment, re-election and replacement of the
external auditor, as well as with regard to his contracting conditions, to the Board of Directors.
b) To regularly receive information on the audit plan and the results of its execution from the external
auditor, and verify that senior management takes its recommendations into account.
c) To insure the independence of the external auditor, and to this effect:
i) To ensure that the Company communicates the change of auditor, as an important event, to the
CNMV (National Stock Market Committee), and that this communication is accompanied by a
declaration with regard to the possible existence of disagreements with the outgoing auditor, and,
in the event that said disagreements occurred, with regard to their nature.
ii) The audit committee must ensure that the Company and the auditor respect the rules which
are in force with regard to the rendering of services different from audit services, the limits as
regards the consolidation of the auditor’s business, and, in general, the remaining rules
established to ensure the independence of the auditors.
iii) In the event that the external auditor steps down, the Audit Committee must examine the
circumstances which motivated said action.
d) In the case of groups, the Audit Committee must favour the group auditor’s assumption of
responsibility for the audits of the companies comprising the group.
See captions: B.1.35, B.2.2, B.2.3 and D.3
Complies
51. The Audit Committee must be able to summon all company directors or employees, including
ordering them to appear with out any other director present.
Complies
52. The Audit Committee must inform the Board, prior to the Board's adoption of the corresponding
resolutions, with regard to the following issues indicated in Recommendation 8:
a) The financial information which, due to its status as a listed company, the Company must
periodically make public. The Committee must ensure that the clearing accounts are formulated with
the same accounting criteria as the annual accounts and, to this effect, the Committee must consider
the origin of an external auditor’s limited revision.
b) The creation or acquisition of shareholdings in special purpose entities or in entities with
headquarters in countries or regions which have the status of tax havens, as well as all other
transactions or operations of a similar nature which, due to their complexity, could be to the
detriment of the group's transparency.
c) Swaps, except when the prior report function has been attributed to another Committee from
amongst those dealing with supervision and control.
See captions: B.2.2 and B.2.3
Complies
53. The Board of Directors must attempt to present the accounts to the General Meeting without
reservations or qualifications in the audit report, and, under the usual circumstances that they exist, both
the Chairman of the Audit Committee as well as auditors must clearly explain the content and scope of
said reservations and qualifications to shareholders.

See caption: B.1.38
Complies
54. The majority of the members of the Appointments Committee or the Appointments and
Remunerations Committee, if they are combined in single entity, must be independent directors.
See caption: B.2.1
Complies
55. In addition to the functions indicated in the preceding Recommendations, the following correspond
to the Appointments Committee:
a) The evaluation of the skills, knowledge and experience which are necessary for the Board, to
consequently define the functions and aptitudes which the candidates who are to cover vacancies
must possess, and evaluate the time and dedication which are necessary for the excellent
performance of their tasks associated with these positions.
b) Examine or organize, in a manner deemed suitable, the succession of the Chairman and Chief
Executive Officer, and, if warranted, make proposals to the Board of Directors, so that said
succession takes place in an orderly and well planned manner.
c) Provide notification with regard to the appointments and dismissals from office of senior level staff
which the Chief Executive Officer proposes to the Board.
d) Inform the Board regarding issues of gender diversity indicated in Recommendation 14 of this
Code.
See caption: B.2.3
Complies
56. The Appointments Committee must consult the Company’s Chairman and the Chief Executive
Officer, especially when matters relative to executive directors are involved.
Any director may request that the Appointments Committee takes into consideration potential
candidates, if he considers them to be suitable, for the filling of vacancies left by directors.
Complies
57. In addition to the functions indicated in the preceding Recommendations, the following correspond
to the Remuneration Committee:
a) To propose to the Board of Directors:
i) The remuneration policy for directors and senior level staff;
ii) The individual remuneration for executive directors and other conditions of their contracts.
iii) The basic contract conditions of senior level staff.
b) To ensure the observance of the remuneration policy established for the Company.
See captions: B.1.14 and B.2.3
Complies
58. The Remuneration Committee must consult the Chairman and the Company's Chief Executive
Officer, especially when issues relative to the executive directors and senior level staff are involved.
Complies

G - OTHER INFORMATION OF INTEREST
If you consider that there is some issue that is relevant to the practices of Corporate Governance
applied by the Company that has not been explained in this report, please mention it below and
explain its content.
NOTE on section A.3. of this ACGR: The Nominee Director CCM RENTING, S. A. represents
the shareholding interests of LIBERBANK, S.A. indirect holder of 2,993,354 shares in Amper,
S.A., the Nominee Director Mr Pedro Mateache Sacristán represents the shareholding interests
of TVIKAP AB, holder of 7,132,290 shares in Amper, S.A.
NOTE on section A.3. of this ACGR: As of 25 January 2012, TVIKAP AB stopped being a
company Director, ARALIA ASESORES S.L., represented by Mr José Manuel Arrojo Botija,
being appointed Nominee Director by cooptation, representing the shareholding interests of
TVIKAP AB.
NOTE on section A.8. of this ACGR: Between 1 January 2011 and 31 December 2011 the
company bought treasury stock. However, since the acquisition did not reach 1% of the stock it
did not send, not being required to do so, the corresponding document known as Appendix 6:
Draft for notification of operations involving treasury stock. However, having signed a liquidity
contract with Renta 4 S.V. S. A. on 6 August 2009, the company informs the Spanish Securities
and Exchange Commission of the operations carried out every quarter through the Relevant
Developments form.
NOTE on section C.2. of this ACGR: Liberbank, as part of Amper, S.A.’s Banking Syndicate
Group, signed with the latter;
a) A credit line of 1.2 million Euros, for which Amper, S.A. provided a pledge over shares in
subsidiary companies as guarantee.
b) A syndicated loan of 550,000 euros (Tranche A of the Syndicated Loan), for which Amper,
S.A. provided a pledge over shares in subsidiary companies as guarantee.
c) A syndicated loan of 800,000 euros (Tranche B of the Syndicated Loan), for which Amper,
S.A. provided a pledge over shares in subsidiary companies as guarantee.
Within this section you may include any other information, clarification or explanation related to the
above sections of the report insofar as it is necessary and does not repeat information already provided.

Specifically, indicate if the Company is subject to legislation other than Spanish legislation in relation to
corporate governance and, if it is, include the information that you are obliged to supply and that is
different from that required in this report.
Definition of an independent Board member:
Indicate if any of the independent Board members have or have had any relationship with the Company,
its major shareholders or directors that is or was sufficiently significant or substantial for it to be
determined that the Board member could not be considered to be independent in accordance with the
definition stated in Section 5 of the Unified Code of Good Governance:
Date and signature:
NO
This Annual Corporate Governance Report was approved by the Company’s Board of Directors in its
meeting held on
29/02/2012
Indicate whether any Board members voted against or abstained in relation to approving this Report.
NO

APPENDIX TO THE ANNUAL CORPORATE GOVERNANCE REPORT FOR AMPER, S.A.,
FISCAL YEAR 2011
The Sustainable Economy Act, 2/2011, has modified the existing legal framework, incorporating
new obligations in terms of information on listed corporations. Specifically, the Sustainable
Economy Act modified the Securities Exchange Act 24/1988, dated 28 July, introducing a new
chapter, Chapter VI, entitled "On the Annual Corporate Governance Report”. This Chapter VI
contains the new article 61 bis, which regulates the content of the Annual Corporate
Governance Report and which repeals and amends the content of articles 116 of the Stock
Market Act as regards the annual corporate governance report and article 116 bis, which
established the obligation to include additional information in the Management Report. Likewise,
it requires the Annual Corporate Governance Report to include a description of the main
features of the internal control and risk management systems as regards the process of issuing
financial information.
The template and form used to draft the Annual Corporate Governance Report for the 2011
fiscal year were the current versions established in Circular 4/2007, dated 27 December, of the
Securities and Exchange Commission. However this appendix was used to incorporate the
contents of the Sustainable Economy Act as regards corporate governance that were not
included in the current template and form.
This Appendix includes the following information required by the new article 61 bis of the Stock
Market Act:
1) Stocks that are not negotiated on a regulated EU market, stating, where applicable, the
different types of shares involved and, for each type, the rights and obligations taken on.
All of the shares issued by Amper, S.A. are negotiated on a regulated EU stock market.
2) Restrictions on the transferability of shares and the right to vote.
All of the shares issued by Amper, S.A. are freely transferable.
There are no restrictions on the right to vote mentioned in the Articles of Association.
3) Rules that apply to the modification of the Articles of Association.
Those rules provided by the Capital Companies Act are applied.
In order for the General Shareholders’ Meeting to be able to modify the Articles of Association it
will have to be attended, at first calling, by shareholders, present or represented, who hold at
least 50% of the share capital with a right to vote. On a second calling it will be sufficient for just
25% of the share capital to be present or represented. When shareholders who together hold
less than 50% of the subscribed share capital with a right to vote are in attendance any
agreement reached will only be valid if it receives the vote in favour of two thirds of the share
capital present or represented at the Meeting.

4) Any major agreements entered into by the Company and that come into force, are
amended or conclude in the event that the Company comes under new control as a
result of a public offer to acquire the same and the effects of such agreements.
The two major agreements are:
• "Shareholders Agreement" dated 9 January 1993, signed by Amper, S.A. and Thomson-
CSF (currently Thales France), covering both companies’ stake in Amper Programas de
Electrónica y Comunicaciones, S.A. Pursuant to the "Shareholders Agreement" it is
considered that Amper, S.A. has “come under new control” if (i) there is a change in at least
25% of the share capital of Amper, S.A. and if (ii) the Telefónica Group and the SEPI (State
Industrial Holding Company) have a right to appoint more than half of the directors of
Amper, S.A.
If the Company “comes under new control”, Thales will have the right to buy the totality of
the shares owned by Amper, S.A. in Amper Programas de Electrónica y Comunicaciones,
S.A. at a price to be agreed by the parties, or failing that, at by the price set by an
independent auditor taking the book value of Amper Programas de Electrónica y
Comunicaciones, S.A. as the basis for the valuation.
• “Long Term Syndicated Financing Contract" dated 8 September 2011, signed by Amper,
S.A., four of its fully-owned subsidiaries and a syndicate of twenty-eight financial entities,
with the Spanish branch of HSBC Bank Plc. acting as agent. By virtue of this contract, and
of a Framework Contract for a Non-Extinguishing Amendment of the Financial Instruments
Used by Amper, S.A., also dated 8 September 2011, the terms and conditions of the
syndicated loan signed on 15 December 2006 were amended and the bank debt of Amper,
S.A. was refinanced. Clause 7.7.1 of the Long Term Syndicated Financing Contract
establishes obligatory anticipated amortization in the event of a change in the control of
Amper, S.A. Taking control is understood to refer to an entity, a group or several entities
acting in unison, holding, directly or indirectly, a number of shares that are equal to or higher
than 30% of the voting rights in Amper, S.A. If such a change of control comes about, the
financial entities that make up the banking syndicate can terminate the contract and request
the reimbursement of the totality of their stake in the financing of Amper.
5) Any agreements between the Company and its executives and management or any
employees who receive compensation when they resign or are unfairly dismissed, or
when the employment relationship comes to an end due to a public purchase offer.
The agreements established by the Company to cover employment terminations due to unfair
dismissal or a public purchase offer are the following:
- As regards the Managing Director, his contract specifies that he will be entitled to a gross
severance payment of two years’ pay, taking (as the basis to calculate this total) his last fixed
salary + the average of his variable pay over the previous two years + the last payment in kind
declared to the Tax Authorities + the amount deposited in his account for said payment in kind.

- In the case of all other employees, nothing is mentioned in this regard in their employment
contracts, and in these cases the payment will be based on whatever is established by
employment law at the time of the termination, except in the case of employees whose
contracts establish a severance payment of three times their gross salary (fixed + variable) for
unfair dismissal and termination.
6) The powers of the members of the Board of Directors, particularly those relating to the
possibility of issuing or rebuying shares.
Powers of the members of the Board of Directors
The Managing Director, Mr Alfredo Redondo Iglesias, is the only member of the Board of
Directors who has powers.
He has "Level 1" powers, which are the most ample powers granted by the company.
In order to exercise these powers he will in some cases require the joint signature of another
power of attorney, whereas in other cases he will be able to act alone.
Powers relating to the possibility of issuing or rebuying shares
The Board of Directors has the following powers granted by different General Shareholders’
Meetings:
Meeting held on 19 June 2008:
• Ability to issue shares pursuant to the provisions of article 153 of the previous
Corporations Act, without the need for prior approval from the General Shareholders’
Meeting, once or on several occasions and at any time, within a term of five years of the
date on which the Meeting is held, for a maximum amount of 14,728,753 euros, by issuing
new shares, be they ordinary, redeemable or of any other kind in accordance with the
applicable legal requirements – with or without a premium – with the new shares having a
monetary value. Likewise, the Board will also be able to set the terms and conditions for an
increase in capital, to freely offer the new shares that have not been subscribed within the
preferential subscription term, to establish that in the event of an incomplete subscription the
capital will only be increased in the amount of the subscribed shares and to redraft the
Articles of Association dealing with share capital. The Board of Directors will be able to
exclude, either in part or in full, the right to preferential subscription under the terms of
article 159.2 of the previous Corporations Act.
Meeting held on 29 June 2011:
• Ability to rebuy treasury stock, pursuant to what is established in article 146 of the Capital
Companies Act, under the following conditions:
• The purchases can be made by any method permitted by law, either directly by
Amper, S.A. or through a company it its Group, up to the maximum permitted by
law.
• Purchases are carried out at a maximum price per share of twenty (20) euros, with
no minimum purchase price.

• This authorization will be valid for 5 years.
7) Description of the main features of the internal control and risk management systems
as regards the process of issuing financial information.
THE ENTITY’S CONTROL ENVIRONMENT
What bodies and/or capacities are responsible for: (i) the existence and maintenance of
an adequate and effective ICSFI; (ii) its implementation; its (iii) supervision.
Article 5 of the Regulations of the Board of Directors of Amper, S.A., establishes that the
Board of Directors is intended to be a supervision and control body and that among its duties
is to approve the risk control policy, as well as the regular monitoring of internal information
and control systems.
Furthermore, in the last quarter of 2011 the Board of Directors of Amper, S.A. approved a new
framework policy that will be the basis for any future developments of the internal control
system for financial information (ICSFI) ("Guidelines of the ICSFI of the Amper Group). Among
other issues, this framework policy places the ultimate responsibility for the existence of an
adequate ICSFI at Amper, S.A. with its Board of Directors. This policy also establishes
responsibility for its practical implementation with the Economic-Financial Management, while
its supervision is the responsibility of the Audit Commission.
What departments and/or mechanisms are responsible for: (i) the design and revision of
the organisational structure; (ii) clearly defining the lines of responsibility and authority,
with an adequate distribution of tasks and functions; and (iii) ensuring that there are
suitable procedures in place to achieve knowledge of the structure in the entity,
especially as regards the process of drafting financial information.
The performance of high-level review of the organisational structure the Amper Group is the
responsibility of the Board of Directors.
Furthermore, the Amper Group has a new policy ("Procedure for reviewing the organisational
structure”) that was approved in the last quarter of 2011, whose main aim is to establish which
reviews need to be carried out, how often and by whom in order to maintain an organisational
structure that facilitates the issuance of financial information that is exhaustive, reliable,
appropriate and timely.
Said policy establishes that the Economic-Financial Management will have to, on an annual
basis, review (i) the current structure in terms of organisation and resources, (ii) the functions
and duties of all individuals involved in the process of preparing and issuing financial
information and (iii), the compatibility of the organisational structure with the other internal
processes in place in the Amper Group.
Likewise, said policy establishes that the reviews carried out must be made known to the
corporate human resources division, which is responsible for implementing any organisational

changes approved, as well as formally notifying those affected and – through the
corresponding updated organisational diagrams – the rest of the entity, and also updating any
documentation that describes work positions.
Finally, and as regards the process of drafting financial information, the performance of
reviewing the organisational structure is the responsibility of Financial Management in
conjunction with the Corporate Head of Human Resources, and is subject to the final approval
of the Group’s Managing Director.
If the following elements are in place – especially with regard to the process of drafting
financial information:
- Code of conduct: approving body, degree of dissemination and instruction, principles
and values included (stating whether there is specific mention of the records for
operations and the drafting of financial information), body responsible for analysing
non-compliance and proposing corrective actions and penalties.
The Amper Group has a Code of Values (Code of Conduct), which was approved in November
2009 by the Management Committee, and which is available through the company intranet.
The Amper Code of Values applies to all of the people working in the Group. Such people
receive a copy of the Code, as well as having it available to them at all times in both the
internal regulations and on the company website.
The Code is subject to updates whenever circumstances require. We are currently working on
an update of the Code of Values to bring it into line with the new requirements and the new
dimension of the Amper Group.
The Code establishes the following obligation as regards financial information and the
recording of operations: the commitment to provide information that is exhaustive, truthful,
accurate and clear in order to ensure compliance with any requirements of the authorities and
the market, and to ensure that all financial transactions are correctly and properly recorded in
said books.
The Auditing Committee will, through the Internal Auditing Management, direct and coordinate
any investigations carried out regarding possible breaches, proposing, where applicable, any
corrective actions and/or penalties that might apply.
- Channel for complaints, allowing for the communication of potentially significant
irregularities, especially financial and accounting irregularities, as well as possible
breaches of the code of conduct and any irregular activities carried out by the
organisation, specifying whether such breaches involve confidential information.
Amper has implemented and encourages the use of a complaints channel to gather, among
other things, information on potentially significant irregularities in the organisation, breaches of
internal and external regulations, and any irregular accounting or financial practices, as well as
breaches of the Code of Values.
The complaints channel is confidential, and provides the possibility of lodging complaints in two
different ways: by email or on hard copy to be deposited in the complaints boxes available at the
Group’s different premises.
The Internal Auditing Department, as the body responsible for implementing the decisions of the

Auditing Committee, is responsible for and is the only member of the organisation with access to
the complaints, receiving the same through the channels put in place for that purpose. The
confidentiality of complaints is guaranteed, as any personal data that appears on the complaint
will be treated in accordance with the Organic Law on the Protection of Data 15/1999, being
included in a file of internal complaints, with medium-level security measures, protected by
Information Security Policies, to which only the Internal Auditing Department will have access.
The Internal Auditing Department will study the suitability of the complaint and the need to
investigate further within 15 days of receiving the complaint, and depending on the seriousness
of the matter reported will decide whether or not to inform the Auditing Commission.
- Training programmes and regular refreshers for staff involved in preparing and revising
financial information, as well as in evaluating the ICSFI, these courses covering, at least,
aspects like accounting standards, audits, internal control and risk management.
Amper’s training policy is intended to structure training activity in order to cover employees’
training and know-how requirements pursuant to the Group’s strategic objectives.
As regards the ICSFI, the Amper Group has a new Training Policy that was approved in the last
quarter of 2011 and which was specifically intended to ensure that all of the staff involved in
preparing and reviewing financial information have the training required to perform their duties
correctly.
Said policy ascribes to the Economic-Financial Management the responsibility for ensuring that
every fiscal year (in the last quarter of the previous fiscal year) the areas that require training are
identified in order to ensure that the employees receive training on (i) new standards for
preparing financial information that apply to the Group, (ii) modifications in the reporting
regulations established by the capital market regulator as they apply to the Group, (iii)
modifications in the Amper, S.A. internal reporting practices and procedures and (iv),
modifications in Amper’s internal policies.
Furthermore, this Training Policy establishes that there should be an individual training plan for
every member of staff involved in preparing and reviewing financial information, which should be
revised on an annual basis and which should indicate both the areas that training is
recommended for and the specific training plan aimed at covering these.
The Human Resources division of the Amper Group is responsible for monitoring the execution
of training activities and individual training plans.
Among the subjects taught in the 2011 fiscal year were the following training programmes:
refresher course on IFRS standards and the General Accounting Plan, as well as general tax
law and fiscal and accounting results for the 2011 fiscal year.

EVALUATING RISKS IN FINANCIAL INFORMATION
Analysis of the main features of the process involved in identifying risks, including the
risk of errors or fraud, as regards:
• Whether the process exists and is documented.
• Whether the process covers the totality of the objectives of the financial information
(existence and occurrence; integrity; valuation; submission, breakdown and
comparability; rights and obligations) whether it is updated and, if so, how often.
• The existence of a process for identifying the consolidation perimeter.
• Whether the process takes into account the effects of other types of risks (operative,
technological, financial, legal, reputational, environmental, etc.) in as much as these
affect the financial statements.
• Which of the entity’s governing bodies supervises the process.
The Amper Group has a Corporate Risk Map that has been set up to act as a tool to facilitate
the identification, management and monitoring of any risks that could have a significant impact
on the entity’s objectives. Monitoring and updating the Corporate Risk Map is the responsibility
of the different Market and Product Managers, as well as of Internal Auditing. The Auditing and
Control Commission supervises and verifies said information, also ensuring that the risks faced
by the company are in line with its strategy.
The main risk categories dealt with are the following:
• Risks relating to processes.
• Financial risks.
• Technological risks.
• Human capital risks.
The process for identifying the risks of errors being present in the financial information that is
used by the Amper Group for the 2011 financial year covers the totality of the objectives in terms
of financial information and is documented in one of the policies that make up the ICSFI, the
“Policy for Identifying The Risk of Errors in the Financial Information of the Amper Group”. This
is one of the internal policies that the Amper Group considers vital as part of its ICSFI strategy.
The main objective of this policy is to develop in detail the basic guidelines approved by the
Board of Directors (see Section 1) in terms of the staff involved in identifying the risk of errors.
Said basic guidelines can be summarised as follows:
- Responsibilities: Financial Management is responsible for designing, executing and
supervising the process of identifying the risk of errors existing in the financial
information of the Amper Group. Amper’s Auditing and Control Commission ultimately
oversees the process based on the reports issued by Internal Auditing.
- Frequence: In order for the risks to be identified sufficiently in advance, the process by
which they are identified will be performed on, at least, an annual basis (and, in any
case, whenever there is knowledge of relevant facts that affect the Company’s
operations, or of other circumstances that have a substantial impact on the

information to be submitted by the Amper Group we will evaluate the existence of risks
that need to be added to those already identified).
- Types of risks: The risks to be highlighted in the risk identification process put in place
by the Amper Group break down as follows:
○
○
○
Risks of a general nature: these affect the organizational structure and might
potentially affect all of the processes related to the preparation of financial
information.
Risks relating to the proper registering of the Group’s specific operations.
Risks relating to the process of preparing regular and regulated financial
information.
○
Risks relating to the IT systems used by the Amper Group.
As is evident from the different types of risks (quantitative and qualitative) covered by the “Policy
for Identifying The Risk of Errors in the Financial Information of the Amper Group”, the Group
considers the possibility of the risk of errors existing in certain processes that are not linked to
specific types of transactions, but which are especially relevant bearing in mind their importance
in preparing reported information (such as the closing process, the process involved in operating
information systems, reviewing significant decisions and policies, among other processes).
Among these is the consolidation process, which is why the Amper Group has established
procedures aimed at ensuring both the correct configuration and execution of the process, and
the correct identification of the consolidation perimeter (said procedures are part of the
corporate closing of accounts Procedure). It should also be noted that the process of identifying
risks includes the possible effects of other types of risks (operative, technological, financial,
legal, reputational, environmental, etc.) inasmuch as these could affect the financial statements.
CONTROL ACTIVITIES
Documentation describing the flow of activities and controls (including those relating to
the risk of fraud) for the different types of transactions that could affect the financial
statements in a material way, including the procedure of closing the accounts and the
specific review of relevant decisions, estimates, valuations and projections.
With regard to activities and controls relating directly to transactions that might have a material
effect on the financial statements, the Amper Group has established controls to mitigate the risk
of material errors (intentional or otherwise) in the information reported to the markets. During
fiscal year 2011 we revised, updated, formalised and documented our control activities in
accordance with the recommendations of the Spanish Securities and Exchange Commission in
its Guide for preparing descriptions of the internal control system for financial information, this
process being fully applicable to the account closing process.
Said descriptions contain information on what the control activity should consist of, what it is
being executed for, who should execute it, how often, as well as any other information on which
information systems or which activities carried out by third parties are relevant for the efficacy of
the corresponding control activity.

The descriptions cover controls for the most relevant transactions, among which we find: the
generation of revenue, the purchase and later valuation of other fixed assets, analyses of the
recoverability of investments, the registering of the impact on profits or the correct presentation
of the Group’s financial operations.
The Amper Group also has policies intended to mitigate the risks of errors in processes not
related to specific transactions. In particular, it has documented policies on (i) processes for
closing the accounts (both at a corporate level – which includes the consolidation process – and
at a subsidiary level), (ii) revising contracts policies or (iv) policies for identifying and
establishing approval levels for relevant decisions and estimates. As regards said relevant
decisions and estimates, the Amper Group provides information in its annual accounts
regarding especially significant areas of uncertainty. Any key hypotheses posted by the Group
with regard to these are specifically analysed and reviewed by the Auditing Commission and the
Board of Directors.
Internal control policies and procedures for information systems (for, among others,
secure access, tracking of changes, performing changes, operational continuity and
segregation of duties) that are used to support the entity’s relevant processes as regards
the drafting and publication of financial information.
The Amper Group has put in place policies aimed at ensuring the correct operation of the
relevant systems and applications for the process of preparing financial information, the proper
coverage and documentation of which is revised annually. The policy covers both physical and
logical security, with regard to access, verification procedures, the design of new systems or
modifications to existing ones, and the continuity of their operation (or the coming into operation
of alternative systems and applications) when faced with unforeseen events that could threaten
their operation.
The systems and applications that are considered relevant when it comes to preparing financial
information include those directly used to prepare the same and those that are significant for the
efficacy of the controls that mitigate the risks of errors in the information. The systems and
applications that the Group has identified also include both complex systems and applications
that have been developed at a user level (such as spread sheets), when these are relevant for
preparation and control activities.
Control policies and procedures for supervising the management of activities
subcontracted to third parties, as well as any aspects of evaluation, calculation or
assessment entrusted to independent experts, which could have a material effect on the
financial statements.
The Amper Group analyses which activities carried out by third parties are relevant to the
process of preparing financial information. To date, the Group has not contracted out any
processes that give rise to financial information that could be relevant for the financial
statements, therefore not requiring reports regarding the efficacy of the controls established by
entities outside the Group. The Group uses reports from independent experts on a recurring
basis in order to evaluate litigation or assess its financial instruments. In this regard, the Group
has a policy ("Internal control policies and procedures for supervising the management of
activities subcontracted to third parties") whose objective is to fundamentally evaluate the work
performed by independent experts, and by virtue of which the competence, capacity,
accreditation and independence of such experts has to be verified, as does the validity of the
data and methods used and the reasonableness of the hypotheses employed.

Procedures for reviewing and approving financial information and the description of the
ICSFI to be published in the stock markets, stating who are the people responsible for
these.
The Amper Group’s procedures for reviewing and approving financial information to be
published in the stock markets begin with the revision and certification, on the part of the Head
of Finance at each subsidiary, of the financial information reported in each quarter. The
individual and consolidated annual accounts, the half-yearly financial reports, and the financial
information contained in Amper’s quarterly statements are revised and certified by the
Economic-Financial Management and then made known to the Managing Director of the Group,
before being sent for the approval of the Board of Directors. Likewise, the Auditing Commission
has established a protocol for reviewing this information prior its review by the Board of
Directors. The review protocol used by the Auditing Commission establishes that the information
is read and then discussed with the Economic-Financial Management, the Managing Director,
Internal Auditing and, when applicable, any External Auditors.
Likewise, as regards the process of reviewing and supervising the ICSFI, as stated in section 1,
in the last quarter of 2011 the Board of Directors of Amper, S.A. approved a new framework
policy that will be the basis for any future developments of the internal control system for
financial information (ICSFI) ("Guidelines of the ICSFI of the Amper Group). Among other
issues, this framework policy places the ultimate responsibility for the existence of an adequate
ICSFI at Amper, S.A. with its Board of Directors. This policy also establishes responsibility for its
practical implementation with the Economic-Financial Management, while its supervision is the
responsibility of the Auditing Commission.
INFORMATION AND COMMUNICATION
A specific function that is responsible for maintaining the accounting policies up to date
(accounting policies division or department), and for resolving any doubts or differences
of opinion arising from the interpretation of the same, maintaining fluid communication
with the operational heads of the organisation.
Economic-Financial Management and, in particular, the Head of Consolidation and Reporting
are responsible for identifying, defining and updating any accounting policies that affect the
Group, as well as for resolving any doubts or differences of opinion arising from the
interpretation or application of the accounting policies in any of the Group’s subsidiary
companies.
Updated accounting policies manual to be provided to the units that the entity operates
through.
The Amper Group has a manual of accounting policies (implemented in the 2011 fiscal year)
that describes the policies to follow for the Group’s typical types of transactions. The need to
have such an accounting manual became evident in the 2011 fiscal year when the Group
acquired the company Elandia with all of its subsidiaries, given that in previous years there was
no relevant dispersion of reporting units.

The manual establishes that its updating will be the responsibility of Economic-Financial
Management (in particular, of the Head of Consolidation and Reporting), and that such updating
must take place at least on an annual basis, in such a way that:
• It describes the accounting policies applicable to any new transactions that are not
covered by previous versions.
• It is corrected whenever any new regulations come into force that oblige the Group to
modify its policies to bring them into line with the International Financial Reporting
Standards adopted by the European Union (IFRS-UE)
• It is duly corrected when there are changes in the accounting policies approved by
Economic-Financial Management.
Any significant amendments that take place are to be reported to the dependent companies that
they apply to via e-mail or by holding specific meetings with the heads of the same.
Mechanisms for gathering and preparing financial information using homogenized
formats, applicable to and used by all of the units in the entity of Group, which support
the main financial statements and the notes, as well as any information required for the
ICSFI.
Ever since the 2011 fiscal year the Group has had a standard format that applies to all of the
entities within the Group, which contains all of the vital information handled at a subsidiary level
for the preparation of the consolidated Group financial information.
Said format was implemented for the first time this year, given that it was this year that the
Group experienced substantial growth in terms of reporting units thanks to the acquisition of
eLandia and its subsidiaries.
SUPERVISION OF THE SYSTEM OPERATION
The Group has an internal auditing function that has among its aims to support the
Auditing Commission in its job of supervising the internal control system, including the
ICSFI.
The Amper Group has, as required by the Regulations of the Board of Directors, an Internal
Auditing function that reports directly to the Auditing Commission. Its functions include, among
others, that of supervising the Group’s Internal Auditing services.
Also, during the 2011 fiscal year the Amper Group developed a policy for supervising its ICSFI,
which establishes the criteria that said supervision must adhere to, as well as which tasks are
reserved for the Auditing Commission and which are delegated to the Internal Auditing service.
Said policy reserves the following functions for the members of the Auditing Commission:

i) Approval of the auditing plans
ii)
iii)
iv)
Establishing who is to execute the same
Evaluating whether work performed is sufficient
Revising and evaluating the results and considering the effect of the same on the
financial information
v) Establishing the order of priority of the corrective actions and monitoring them
The Internal Auditing managers are responsible for supporting the Auditing Commission in its
supervision of the correct design, implementation and operation of the information and internal
control systems, including the ICSFI.
There is a discussion procedure through which the accounts auditor (pursuant to what is
established in the NTA), the internal auditing service and other experts can inform upper
management, the Auditing Commission or the Company Directors of any significant
weaknesses in internal control identified during the review process for the annual
accounts or any other aspects entrusted to them. Likewise, this procedure will provide
information on whether or not there is an action plan to correct or mitigate the
weaknesses observed.
The Auditing Commission meets at least once every three months (prior to the publication of the
standardised information) in order to obtain and analyse the information needed to comply with
the duties entrusted to it by the Board of Directors.
At said meetings the Annual and Half-Yearly Accounts are analysed in depth, as are the
Group’s intermediate quarterly statements and any other information made available to the
market. In order to carry out this process, the Auditing Commission firstly receives all of the
documentation and holds meetings with Financial Management (those responsible for the
drafting of the financial information), the Heads of Internal Auditing and the Accounts Auditor in
the case of Annual and Half-Yearly Accounts, in order to ensure the correct application of
current accounting standards and the reliability of financial information. Furthermore, during this
discussion process any possible weaknesses identified in the ICSFI are analysed and, where
appropriate, the ways of correcting these are discussed and the status of any existing measures
is discussed. Thus, on a yearly basis and within the framework of the ICSFI, the Auditing
Commission reviews and approves any action plans proposed by Internal Auditing in order to
correct or mitigate any weaknesses observed.
For his part, the Group’s accounts auditor has direct access to the Group’s Upper Management,
holding regular meetings, both to obtain the information required to do his work and to make
known any weaknesses in control detected during the same. Regarding this last aspect, every
year the external auditor submit a report to the Auditing Commission, outlining the weaknesses
in internal control detected during the performance of his work. This report includes the
comments of Group Management and, where applicable, the action plans put in place to
address the corresponding problems in internal control.

A description of the scope of the evaluation of the ICSFI carried out during the tax year
and of the procedure by which the person responsible for performing the procedure
makes the results known, if the entity has an action plan that outlines possible
corrective actions, and whether its impact on the financial information has been taken
into account.
The scope of the evaluation carried out in 2011 included the supervision of the formal
implementation of the ICSFI on the part of the Economic-Financial Management, as well as the
review of the key controls in the close of accounts process and the review of the procedures for
decision-making and estimates for all units in the Amper Group in Spain.
With regard to the Elandia Group, the 2011 fiscal year was one of transition in terms of
integrating Group processes, which will continue in 2012 and subsequent fiscal years. We
should point out that the Elandia Group, which has a US parent company, was obliged to
comply with the Sarbannes-Oxley (SOX) regulations.
The 2011 evaluation process included analyses of controls for the areas that were considered
relevant within the Group and checks to ensure that these operated as intended from the
moment when they were formalised. We detected control flaws and opportunities for
improvement in the design and formalisation of some of the controls, leading to
recommendations and suggestions for improved practices.
The Internal Auditing service has a multi-year plan for supervising the ICSFI, which was
approved by the Auditing Commission at the start of the 2012 fiscal year. The Plan includes the
realisation of tests on areas that were considered relevant within the Amper Group, taking in the
totality of the same during the three-year period covered by the Plan, excluding certain areas or
processes that were considered to be especially relevant, among which were the process for
the closing of accounts and the review of decisions and estimates, the evaluation of which takes
place on an annual basis.
A description of the ICSFI supervision activities carried out by the Auditing Commission
During the 2011 fiscal year the Amper Group implemented a supervision policy for its ICSFI,
which establishes the criteria that such supervision should be ruled by, as well as the tasks
reserved to the Auditing Commission and the activities delegated to the Internal Auditing
service. Said policy reserves the following functions for the members of the Auditing
Commission:
i) Approval of the auditing plans
ii)
iii)
iv)
Establishing who is to execute them
Evaluating whether work performed is sufficient
Revising and evaluating the results and considering the effect of the same on the
financial information
v) Establishing the order of priority of the corrective actions and monitoring them
The Internal Auditing managers are responsible for supporting the Auditing Commission in its
supervision of the correct design, implementation and operation of the information and internal
control systems, including the ICSFI.
The Internal Auditing reviews included total coverage of relevant risks for 2011 for all units in the
Amper Group in Spain and placed special emphasis on risks of an operational-accounting
nature. To this end, the Group has its own risk map, which allows it to plan the work to be
performed on all of the units in accordance with the main risk parameters for each process, unit
or area, also facilitating the later development of the annual plan.

Likewise, in its meeting of 22 February 2012 the Auditing Commission approved the Multi-Year
Plan for supervising the ICSFI for the Amper Group. The Plan includes the realisation of tests
on areas that were considered relevant within the Amper Group, taking in the totality of the
same during the three-year period covered by the Plan, excluding certain areas or processes
that were considered to be especially relevant, among which were the process for the closing of
accounts and the review of decisions and estimates, the evaluation of which takes place on an
annual basis.
If the ICSFI information provided to the markets has been subject to review by the
external auditor. If not, please state why.
The Amper Group has submitted the ICSFI information provided to the markets for the 2011
fiscal year to review by an external auditor. The scope of the review procedures on the part of
the auditor was in accordance with the Draft Action Guidelines dated 28 October 2011 and the
corresponding orientation model of the auditor’s report made public by the account auditor’s
representatives
Additionally, on 25 January 2012 the Spanish Institute of Certified Account Auditors established
certain additional considerations for the same in its Circular E 01/2012, which were also taken
into consideration in the procedures applied by the external auditor.

KPMG
KPMG Auditores S.L
Edificio Torre Europa
Pº de la Castellana, 95
28046 Madrid
Auditors report related to the Amper, S.A. Internal Control System for Financial Information
(ICSFI), for fiscal year 2011.
To the administrators of Amper, S.A.
In accordance with the request made by the Amper, S.A. Board of Directors (the Company)
and with our proposal letter dated the 24 th of February 2012, we have applied specific
procedures to the Information related to the ICSFI, contained in the Annual Amper, S.A.
Corporate Governance Report, for fiscal year 2011, which summarises the company’s internal
control procedures concerning the annual financial information.
Following the modifications made under the Sustainable Economy Act 2/2011 dated 4 March,
the Securities Market Act 24/1988 dated 28 July, now requires that, starting from the business
years that begin on the 1 st of January 2011, the Annual Corporate Governance Report
(hereinafter, ACGR) must include a description of the main characteristics of the internal
control and risk management systems, in relation to the issuance of regulated financial
information. With reference to this particular matter, the Spanish Securities and Exchange
Commission (CNMV) advocated the establishment of an Internal Control Work Group
(hereinafter, ICWG), to oversee the Financial Information of listed companies, with the aim of
drawing up a set of recommendations relating to the ICFSI. As a result of the work carried out
by the ITWG, in June 2010 an Internal Control document was published, dealing with the
Financial Information of listed companies (hereinafter, the ICWG document). Section III of this
document includes a “Guide for preparing a description of the Internal Control System for
Financial Information”, which is made up of sixteen basic guidelines, which in the opinion of
ICWG, should be employed by every firm when describing the main characteristics of their
ICSFI. In a letter 28 December 2011, the CNMV reminds companies of the aforementioned
legal amendments, which must be taken into account when drawing up any Information
related to the ICSFI, which they intend to publish, until such time as the CMNV publishes the
final version of its bulletin, defining a new ACGR model.
For the purposes of the provisions contained in guideline number 16, in section III of the
ICWG document, which requires the companies to indicate whether or not the ICSFI
description has been reviewed by the external auditor, and if so, they are instructed to include
the relevant report, on 28 October 2011, the Corporations that represent the account auditors,
made public their draft for the Guidelines, together with the corresponding procedural guide
for preparing the auditor’s report (hereinafter, Guidelines Draft). In addition, on 25 January
2012, the Spanish Institute of Chartered Accountant’s bulletin number E01/2102 establishes
certain additional considerations related to this same matter.
KPMG Auditores SL, a Spanish limited liability company Companies Register, Madrid T 11961, F 90
is a subsidiary if KPMG Europe LLP, a member company of Section 8.H (V) 188007, Entry 9
the KPMG network of independent companies, allied to KPMG NIF B 78510153
International Cooperative (KPMG INTERNATIONAL)
a Swiss company
The Board of Directors is responsible for adopting suitable measures that reasonably
guarantee the implementation, maintenance and oversight of an appropriate internal control
system, as well putting in place improvements to said system and the preparation and

establishment of information related to the attached ICSFI.
In this regard, it must be kept in mind that regardless of the quality of design and efficiency of
the internal control system adopted by the Company, in relation to its annual financial
information, this can only provide reasonable assurances, not an absolute guarantee, with
regard to its pursued objectives, due to the inherent limitations of any internal control system.
In the course of our work auditing the annual accounts in accordance with the Technical
Regulations for Auditing, the sole purpose of our evaluation of the Company’s internal control
system was to allow us to establish the scope, nature and timing of the auditing procedures
carried out on the Company’s annual accounts. Consequently, our evaluation of the internal
control system, carried out for the purposes of said auditing of accounts, did not have
sufficient scope to allow us to issue a specific opinion concerning the efficiency of the said
internal control of regulated annual financial information.
For the purposes of the issuance of this report, we have only applied the specific procedures
described below, as indicated in the Guidelines Draft, which establishes the tasks to be
carried out, the minimum scope of this work, as well as the content of this report. As the work
resulting from these procedures, in any case has a reduced scope, which is substantially
smaller than that of an audit or a review of the internal control system, we do not express an
opinion concerning its effectiveness, its design or its operational efficiency, in relation the
Company’s annual financial information for fiscal year 2011, which is described in the
information related to the attached ICSFI. Consequently, if we had applied additional
procedures, over and above those listed below, or if we had performed an audit or a review of
the internal control system for regulated annual financial information, other facts or issues
may have come to light and we would have informed you about them.
Likewise, given that this special task does not constitute an audit of accounts, it is not
subjected to Consolidated Text of the Law of Account Auditing, approved under Legislative
Royal Decree 1/2011, dated 1 July. We do not express our opinion as auditors in the terms
stipulated under said legislation.
There follows a list of the procedures applied:
1. Read and review the information provided by the company in relation to the attached
ICSFI, and make an evaluation regarding whether or not said information fully
satisfies the minimum requirements described in section III of the ICWG document,
Guide for preparing a description of the ICSFI.
2. Question the staff who are in charge of drawing up the information mentioned in point
1 above, in order to: (I) Gain an understanding of the process that was followed when
the information was put together; (ii) Obtain information that allows us to assess
whether or not the terminology employed is in line with the definitions provided in the
framework reference; (iii) Obtain information regarding the status of the control
procedures described, have they been implemented and put into operation in the
company.

3. Review the explanatory documentation, which supports the information detailed in
point 1 above, which primarily consists of documents placed directly at the disposal of
the staff responsible for preparing the descriptive information contained in the ICSFI.
In this regard, said documentation includes reports prepared by the Internal Auditing
department, upper management and other internal and external specialists as part of
the support functions they provide to the auditing committee.
4. Comparison of the information described in point 1 above, with our knowledge of the
company’s ICSFI, obtained as a result of carrying out procedures related to the
auditing of the annual accounts.
5. Read the minutes from the meetings of the board of directors, auditing committee and
other company commissions, for the purpose of evaluating the level of consistency
between the issues discussed with regard to the ICSFI and the information outlined in
point 1 above.
6. Obtain a letter of representation in relation to the task performed, which is correctly
signed by those responsible for formulating the information detailed in point 1 above.
Following the application of these procedures to the information related to the ICSFI, no
inconsistencies or incidents arose, which could put into question the validity of said system.
This report has been prepared exclusively in the context of the requirements established
under Securities Market Act 24/1988, dated 28 July, amended by the Sustainable Economy
Act 2/2011 dated 4 March and the provisions of the ICWG document dated June 2010,
published by the Spanish Securities and Exchange Commission for the purposes of
establishing standard procedures regarding the ICSFI description contained in the Annual
Corporate Governance Reports.
KPMG Auditores S.L
[Signature]
Borja Guinea López
29 th of February 2012

EVOLUTION OF THE AMPER GROUP
Consolidated year-end data
In thousands of euros 2011 2010 2009 2008 2007 2006
Sales 392,715 261,812 285,575 359,061 310,171 247,632
Sales in other countries 240,8 95,447 88,794 124,146 98,73 93,723
Cash-Flow 2,385 20,748 -10,865 20,748 18,488 15,443
Ordinary profit/loss 187 -21,529 -11,76 24,248 11,315 18,088
After tax profit/loss -8,338 -33,772 -17,446 14712 13,051 11,213
Total Assets 441,215 346,217 363,068 381,627 371,312 325,597
Equity Capital 54,917 57,121 85,759 99,174 91,22 60,714
Share Capital 32,403 32,403 29,458 29,458 29,458 27,909
Personnel in Spain (Employees) 773 931 1,024 1,045 1,017 934
Personnel abroad (Employees) 1,266 201 218 244 216 203

Principal Companies of the Amper Group
Key Data
(Financial Figures expressed in thousands of euros)
Net Business
Participation Assets turnover Profit and Loss
at 31.12.11 in 2011 in 2011
Amper S.A. Parent Company 51,253 17,078 1,55
Amper Programas 51 14,34 69,177 5,257
Amper Sistemas, S.A. (Unipersonal) 100 35,294 103,335 494
Hemisferio Norte Brasil, S.A. (Unipersonal) 100 54,719 --- -23
Grupo Medidata Informática (*) 88,96 76 179 10
Landata Comunicaciones de Empresa, S.A. 80,1 7,412 8,728 422
Epicom, S.A. 100 1,927 3,12 198
eLandia International, Inc. (**) 85 42,206 130,781 -2,519
Consolidated Data --- 54,917 392,715 -8,338
(*) Financial figures in thousands of Reais
refer to the period between 31 March 2011 (the date
Board of Directors
24/07/2012

Personnel
at 31.12.11
78
276
360
---
205
31
27
1,062
2,039
Board of Directors
24/07/2012

AMPER, S.A.
Balance Sheets
(Thousands of euros)
Assets 2011 2010 2009 2008
NON-CURRENT ASSETS 202.281 201.705 239.910 269.325
Intangible fixed assets 469 450 431 171
Tangible fixed assets 597 765 716 894
Long-term financial investments 184.575 183.595 215.693 243.857
Other non-current assets 16.640 16.895 23.070 24.403
CURRENT ASSETS 7.561 12.971 9.195 10.340
Inventory --- --- --- ---
Trade and other current assets receivable 7.561 12.971 9.195 10.340
Total Assets 209.842 214.676 249.105 279.665
Liabilities 2011 2010 2009 2008
NET ASSETS 51.253 45.185 89.878 104.036
Capital 32.403 32.403 29.458 29.458
Reserves 17.300 57.913 69.799 68.474
Financial year profit and loss 1.550 (45.131) (9.379) 6.104
NON-CURRENT LIABILITIES 91.365 7.541 26.798 41.923
CURRENT LIABILITIES 67.224 161.950 132.429 133.706
Total Liabilities 209.842 214.676 249.105 279.665

AMPER, S.A.
Income Statement
(Thousands of euros)
2011 2010 2009 2008
Net Business Turnover 17.078 16.899 23.840 27.028
Changes in inventory --- --- --- ---
Supplies --- --- --- ---
Gross profit and loss 17.078 16.899 23.840 27.028
Other operating revenue 629 611 248 59
Personnel expenses (8.053) (6.836) (5.967) (6.056)
Other operating expenses (4.698) (9.470) (6.375) (5.778)
Depreciation of fixed assets (315) (404) (334) (288)
Operating profit and loss 4.641 800 11.412 14.965
Financial profit and loss (8.080) (4.787) (6.680) (9.320)
Profit and loss due to impairment/reversal of assets 5.557 (34.448) (12.568) (4.510)
Pre-tax profit and loss 2.118 (38.435) (7.836) 1.135
Profit tax (568) (6.696) (1.543) 4.969
Financial year profit and loss 1.550 (45.131) (9.379) 6.104

AMPER PROGRAMAS DE ELECTRÓNICA Y COMUNICACIONES, S.A.
Balance Sheets
(Thousands of euros)
Assets 2011 2010 2009 2008
NON-CURRENT ASSETS 10.507 10.318 9.333 9.220
Intangible fixed assets 1.798 1.973 1.935 2.019
Tangible fixed assets 1.621 2.437 3.379 4.051
Long-term financial investments 2.548 1.678 1.349 1.289
Other non-current assets 4.540 4.230 2.670 1.861
CURRENT ASSETS 61.809 72.068 81.768 85.231
Inventory 2.288 13.181 13.174 12.813
Trade and other current assets receivable 59.521 58.887 68.594 72.418
Total Assets 72.316 82.386 91.101 94.451
Liabilities 2011 2010 2009 2008
NET ASSETS 14.340 20.145 21.299 22.880
Capital 3.005 3.005 3.005 3.005
Reserves 6.078 13.586 13.337 12.050
Financial year profit and loss 5.257 3.554 4.957 7.825
NON-CURRENT LIABILITIES 1.359 1.375 166 319
CURRENT LIABILITIES 56.617 60.866 69.636 71.252
Total Liabilities 72.316 82.386 91.101 94.451

AMPER PROGRAMAS DE ELECTRÓNICA Y COMUNICACIONES, S.A.
Income Statement
(Thousands of euros)
2011 2010 2009 2008
Net Business Turnover 69.177 60.475 66.363 74.823
Changes in inventory (7.146) 509 1.376 459
Supplies (31.642) (34.070) (37.354) (39.007)
Gross profit and loss 30.389 26.914 30.385 36.275
Other operating revenue 2.593 3.149 2.742 1.893
Personnel Expenses (15.681) (16.059) (16.354) (17.976)
Other Operating Expenses (6.169) (6.811) (6.591) (6.841)
Depreciation of fixed assets (2.801) (2.855) (3.380) (2.976)
Operating profit and loss 8.331 4.338 6.802 10.375
Financial profit and loss (567) 37 115 328
Profit and loss due to impairment/reversal of assets (620) --- --- ---
Pre-tax profit and loss 7.144 4.375 6.917 10.703
Profit tax (1.887) (821) (1.960) (2.878)
Financial year profit and loss 5.257 3.554 4.957 7.825

AMPER SISTEMAS, S.A. (Unipersonal)
Balance Sheets
(Thousands of euros)
Assets 2011 (*) 2010 2009 2008
NON-CURRENT ASSETS 17.091 7.025 4.635 3.568
Intangible fixed assets 5.275 5.041 2.942 1.943
Tangible fixed assets 1.379 1.062 1.018 1.120
Long-term financial investments 149 71 50 47
Other non-current assets 10.288 851 625 458
CURRENT ASSETS 87.084 20.757 16.890 16.452
Inventory 7.541 1.115 293 24
Trade and other current assets receivable 79.543 19.642 16.597 16.428
Total Assets 104.175 27.782 21.525 20.020
Liabilities 2011 (*) 2010 2009 2008
NET ASSETS 35.294 (357) 4.457 5.002
Capital 751 751 751 751
Reserves 32.286 3.424 3.834 3.802
Financial year profit and loss 494 (6.167) (1.009) 111
Grants, donations and legacies received 1.763 1.635 881 338
NON-CURRENT LIABILITIES 7.559 2.308 1.233 1.302
CURRENT LIABILITIES 61.322 25.831 15.835 13.716
Total Liabilities 104.175 27.782 21.525 20.020
(*) On 30 June 2011 for legal purposes, with accounting effect on 1 January 2011, there was a takeover merger involving
Amper Sistemas, S.A, Amper Servicios de Comunicación, S.A.U. and Amper Soluciones, S.A.U., with the first as the
acquiring company and the last two, the companies being acquired. Therefore, the financial data for financial year 2011
refers to the three aforementioned merged companies.

AMPER SISTEMAS, S.A. (Unipersonal)
Income Statement
(Thousands of euros)
2011 (*) 2010 2009 2008
Net Business Turnover 103.335 27.786 23.560 23.392
Changes in inventory 7.382 (736) 347 (217)
Supplies (76.997) (13.835) (17.781) (13.844)
Gross profit and loss 33.720 13.215 6.126 9.331
Other operating revenue 2.722 1.889 1.849 1.382
Personnel Expenses (20.516) (15.140) (6.717) (6.656)
Other Operating Expenses (13.720) (4.611) (1.846) (3.656)
Depreciation of fixed assets (1.955) (1.163) (822) (535)
Operating profit and loss 251 (5.810) (1.410) (134)
Financial profit and loss (354) (242) 213 201
Profit and loss due to impairment/reversal of assets --- ---
Pre-tax profit and loss (103) (6.052) (1.197) 67
Profit tax 597 (115) 188 44
Financial year profit and loss 494 (6.167) (1.009) 111
(*) On 30 June 2011 for legal purposes, with accounting effect on 1 January 2011, there was a takeover
merger involving Amper Sistemas, S.A, Amper Servicios de Comunicación, S.A.U. and Amper
Soluciones, S.A.U., with the first as the acquiring company and the last two, the companies being
acquired. Therefore, the financial data for financial year 2011 refers to the three aforementioned merged
companies.

HEMISFERIO NORTE BRASIL, S. L. (Unipersonal)
Balance Sheets
(Thousands of euros)
Assets 2011 (*)
NON-CURRENT ASSETS 54.742
Intangible fixed assets ---
Tangible fixed assets ---
Long-term financial investments 54.742
Other non-current assets ---
CURRENT ASSETS 5
Inventory ---
Trade and other current assets receivable 5
Total Assets 54.747
Liabilities 2011 (*)
NET ASSETS 54.719
Capital 54.742
Reserves ---
Financial year profit and loss (23)
NON-CURRENT LIABILITIES ---
CURRENT LIABILITIES 28
Total Liabilities 54.747
(*) The company was established on 28 March 2011 by Amper, S.A. through the
disbursement of the total share capital. The above financial data refers to the
period between 28 March 2011 and 31 December 2011.

HEMISFERIO NORTE BRASIL, S.L. (Unipersonal)
Income Statement
(Thousands of euros)
2011 (*)
Net Business Turnover ---
Changes in inventory ---
Supplies ---
Gross profit and loss 0
Other operating revenue ---
Personnel Expenses ---
Other Operating Expenses (23)
Depreciation of fixed assets
Operating profit and loss (23)
Financial profit and loss ---
Profit and loss due to impairment/reversal of assets ---
Pre-tax profit and loss (23)
Profit tax ---
Financial year profit and loss (23)
(*) The company was established on 28 March 2011 by Amper, S.A. through the disbursement
of the total share capital. The above financial data refers to the period between 28 March 2011
and 31 December 2011.

GRUPO MEDIDATA INFORMÁTICA
Balance Sheets
(Millions of reais)
Assets 2011 2010 2009 2008 2007 2006
NON-CURRENT ASSETS 20 21 21 21 18 18
Goodwill --- --- --- --- --- ---
Intangible fixed assets --- --- --- --- --- ---
Tangible fixed assets 2 2 4 6 5 5
Long-term financial investments 1 3 1 2 --- ---
Other non-current assets 17 16 16 13 13 13
CURRENT ASSETS 147 152 142 201 158 122
Inventory 17 12 15 15 14 8
Trade and other current assets receivable 130 140 127 186 144 114
Total Assets 167 173 163 222 176 140
Liabilities 2011 2010 2009 2008 2007 2006
NET ASSETS 76 111 103 101 79 74
Capital 21 21 21 21 21 21
Reserves 45 86 79 51 50 42
Financial year profit and loss 10 4 3 29 8 11
Minority shareholders --- --- --- --- --- ---
NON-CURRENT LIABILITIES 28 8 8 11 8 4
CURRENT LIABILITIES 63 54 52 110 89 62
Total Liabilities 167 173 163 222 176 140

GRUPO MEDIDATA INFORMÁTICA
Income Statement
(Millions of reais)
2011 2010 2009 2008 2007 2006
Income 179 177 198 302 216 198
Sales 179 177 198 302 216 198
Operating Expenses (164) (175) (189) (258) (204) (183)
Cost of goods sold (134) (119) (158) (236) (174) (160)
Business expenses --- --- --- --- --- ---
General and administrative expenses (30) (56) (31) (22) (30) (23)
Operating profit and loss 15 2 9 44 12 15
Financial profit and loss --- 3 (4) --- --- ---
Profit and loss due to impairment/reversal of assets --- --- --- --- --- ---
Profit and loss of companies consolidated by the equity method --- --- --- --- --- ---
Pre-tax profit and loss 15 5 5 44 12 15
Profit tax (5) (1) (2) (15) (4) (4)
Minority Interest --- --- --- --- ---
Profit and loss attributable 10 4 3 29 8 11

EPICOM, S.A.
Balance Sheets
(Thousands of euros)
Assets 2011 2010 2009 2008
NON-CURRENT ASSETS 1.659 1.824 1.757 1.291
Intangible fixed assets 1.445 1.550 1.270 800
Tangible fixed assets 51 83 128 168
Long-term financial investments 92 123 139 153
Other non-current assets 71 68 220 170
CURRENT ASSETS 4.682 5.697 2.810 4.689
Inventory 315 453 1.090 1.292
Trade and other current assets receivable 4.367 5.244 1.720 3.397
Total Assets 6.341 7.521 4.567 5.980
Liabilities 2011 2010 2009 2008
NET ASSETS 1.927 1.901 1.600 1.861
Capital 217 217 217 217
Reserves 1.455 1.383 1.156 1.148
Financial year profit and loss 198 72 227 496
Grants, donations and legacies received 57 229 --- ---
NON-CURRENT LIABILITIES 2.141 1.072 451 573
CURRENT LIABILITIES 2.273 4.548 2.516 3.546
Total Liabilities 6.341 7.521 4.567 5.980

EPICOM, S.A.
Income Statement
(Thousands of euros)
2011 2010 2009 2008
Net Business Turnover 3.120 3.016 3.304 5.926
Changes in inventory (83) (90) (121) 80
Supplies (655) (880) (871) (1.418)
Gross profit and loss 2.382 2.046 2.312 4.588
Other operating revenue 835 1.229 1.143 1.010
Personnel Expenses (1.745) (2.373) (2.023) (2.507)
Other Operating Expenses (921) (392) (889) (1.324)
Depreciation of fixed assets (386) (294) (198) (110)
Operating profit and loss 165 216 345 1.657
Financial profit and loss 64 3 10 43
Profit and loss due to impairment/reversal of assets --- --- --- ---
Pre-tax profit and loss 229 219 355 1.700
Profit tax (31) (147) (128) (1.204)
Financial year profit and loss 198 72 227 496

LANDATA COMUNICACIONES DE EMPRESA, S.A.
Balance Sheets
(Thousands of euros)
Assets 2011 2010 2009 2008
NON-CURRENT ASSETS 1.015 1.111 1.947 1.616
Intangible fixed assets 3 5 3 21
Tangible fixed assets 290 365 412 443
Long-term financial investments 722 738 1.529 1.149
Other non-current assets --- 3 3 3
CURRENT ASSETS 9.876 15.817 20.978 20.146
Inventory 770 1.840 3.418 4.915
Trade and other current assets receivable 9.106 13.977 17.560 15.231
Total Assets 10.891 16.928 22.925 21.762
Liabilities 2011 2010 2009 2008
NET ASSETS 7.412 6.991 12.628 13.688
Capital 11.537 11.537 11.537 11.537
Reserves (4.547) 1.092 2.151 2.785
Financial year profit and loss 422 (5.638) (1.060) (634)
NON-CURRENT LIABILITIES 202 --- --- ---
CURRENT LIABILITIES 3.277 9.937 10.297 8.074
Total Liabilities 10.891 16.928 22.925 21.762

LANDATA COMUNICACIONES DE EMPRESA, S.A.
Income Statement
(Thousands of euros)
2011 2010 2009 2008
Net Business Turnover 8.728 13.710 19.481 21.038
Changes in inventory (354) (707) (611) (2.079)
Supplies (4.794) (6.778) (10.016) (8.347)
Gross profit and loss 3.580 6.225 8.854 10.612
Other operating revenue 2 42 --- 270
Personnel Expenses (1.672) (8.931) (7.182) (8.085)
Other Operating Expenses (1.603) (2.406) (2.963) (3.507)
Depreciation of fixed assets (92) (98) (147) (227)
Operating profit and loss 215 (5.168) (1.438) (937)
Financial profit and loss 225 63 2 265
Profit and loss due to impairment/reversal of assets --- --- --- ---
Profit and loss of companies consolidated by the e --- --- --- ---
Pre-tax profit and loss 440 (5.105) (1.436) (672)
Profit tax (18) (533) 376 38
Profit and loss attributable 422 (5.638) (1.060) (634)

AMPER GROUP
Balance Sheets
(Thousands of euros)
Assets 2011 2010 2009 2008 2007 2006
NON-CURRENT ASSETS 180.932 139.255 144.808 149.535 145.345 121.592
Goodwill 95.857 83.746 81.127 87.823 92.797 85.293
Intangible fixed assets 10.426 9.392 8.494 6.211 4.806 4.694
Tangible fixed assets 34.569 6.003 7.956 9.630 9.264 9.230
Long-term financial investments 2.925 7.935 8.325 9.139 9.172 7.938
Other non-current assets 37.155 32.179 38.906 36.732 29.306 14.437
CURRENT ASSETS 260.283 206.962 218.260 232.092 225.967 204.005
Inventory 29.465 37.867 37.440 39.805 35.531 34.558
Trade and other current assets receivable 230.818 169.095 180.820 192.287 190.436 169.447
Total Assets 441.215 346.217 363.068 381.627 371.312 325.597
Liabilities 2011 2010 2009 2008 2007 2006
NET ASSETS 54.917 57.121 85.759 99.174 108.236 78.020
Capital 32.403 32.403 29.458 29.458 29.458 27.909
Reserves 985 41.808 56.038 36.099 48.711 21.592
Financial year profit and loss (8.338) (33.772) (17.446) 14.712 13.051 11.213
Minority shareholders 29.867 16.682 17.709 18.905 17.016 17.306
NON-CURRENT LIABILITIES 153.403 32.205 47.160 57.933 66.011 77.588
CURRENT LIABILITIES 232.895 256.891 230.149 224.520 197.065 169.989
Total Liabilities 441.215 346.217 363.068 381.627 371.312 325.597

AMPER GROUP
Income Statement
(Thousands of euros)
2011 2010 2009 2008 2007 2006
Net Business Turnover 392.715 261.812 285.575 359.061 310.171 247.632
Changes in inventory (172) 4.018 2.337 6.478 11.762 8.193
Supplies (246.898) (164.939) (180.678) (225.649) (198.322) (161.662)
Gross profit and loss 145.645 100.891 107.234 139.890 123.611 94.163
Other operating revenue 4.786 6.417 5.912 5.538 4.745 4.532
Personnel Expenses (89.250) (88.091) (80.639) (83.619) (71.376) (54.621)
Other Operating Expenses (38.009) (28.387) (23.710) (28.625) (26.497) (20.333)
Depreciation of fixed assets (10.723) (6.454) (6.581) (6.036) (5.437) (4.230)
Operating profit and loss 12.449 (15.624) 2.216 27.148 25.046 19.511
Financial profit and loss (12.451) (3.518) (7.217) (3.154) (4.543) (2.834)
Profit and loss due to impairment/reversal of assets 189 (2.501) (6.607) --- (10.000) ---
Profit and loss of companies consolidated by the eq --- 114 (152) 254 812 1.411
Pre-tax profit and loss 187 (21.529) (11.760) 24.248 11.315 18.088
Profit tax (4.587) (11.212) (3.316) (3.375) 6.752 (3.122)
Minority Interest (3.938) (1.031) (2.370) (6.161) (5.016) (3.753)
Profit and loss attributable (8.338) (33.772) (17.446) 14.712 13.051 11.213

eLandia INTERNATIONAL, INC.
Balance Sheets
(Thousands of euros)
Assets 2011
NON-CURRENT ASSETS 81.444
Goodwill 8.568
Intangible fixed assets 1.189
Tangible fixed assets 30.131
Long-term financial investments 37.228
Other non-current assets 4.328
CURRENT ASSETS 92.209
Inventory 11.644
Trade and other current assets receivable 80.565
Total Assets 173.653
Liabilities 2011
NET ASSETS 42.206
Capital 1
Reserves 34.710
Financial year profit and loss (2.519)
Minority shareholders 10.014
NON-CURRENT LIABILITIES 22.730
CURRENT LIABILITIES 108.717
Total Liabilities 173.653
Note 1: Exchange rate used: 1.2939 $ / €

AMPER, S.A.
Annual General Meeting of Shareholders
By agreement of the Board of Directors of the Company, the Annual General Meeting
of Shareholders is called and shall be held at the Hotel Foxá 3 Cantos, Ronda de
Europa No. 1, 28760 Tres Cantos, Madrid, on 26 June 2012 at 12:00 on first call, and
on 27 June 2012 at 12:00 on second call with the following:
AGENDA
1. Examination and approval, if necessary, of the Annual Accounts and of the
Management Report of Amper, S.A., as well as its Consolidated Group of
Companies, and the management of the Board of Directors, all corresponding to
the financial year which ended on 31 December 2011.
2. Application of the result corresponding to the financial year which ended on 31
December 2011.
3. Resignation and appointment of Board Members. Ratification and re-election of the
Board Members appointed by cooptation. Setting the number of Board Members.
3.1. Ratification of the appointment and re-election of Aralia Asesores, S.L.
3.2. Ratification of the appointment and re-election of Veremonte España, S.L.
3.3. Termination and appointment of Board Members.
4. Articles of Association: Amendments to the Articles 13 (Types of General Meetings),
14 (Call for General Meeting), 19 (Resolutions passed at General Meetings) and 22
(Call for Board of Directors meetings) and the introduction of a new Article 16 b
(Right to information) to adapt it to the latest policy changes and to introduce
technical and editorial improvements.
5. Regulations governing the General Meeting of Shareholders: amendment of the
Preamble and Articles 2 (Web page), 6 (Announcements), 7 (Call at the request of
shareholders), 8 (Right to attend), 10 (Representation), 11 (Agenda), 14 (Right to
information), 18 (Individual request for information), 23 (Minutes of the Board
Meeting. Publication of the Resolutions) and 28 (Disclosure) to adapt it to the latest
policy changes and to introduce technical and editorial improvements.
6. Authorisation given to the Board of Directors to increase the share capital in one or
more times and at any time and without prior consultation with the Board for a term
commencing from the date of this Meeting until the date on which the next Annual
General Meeting of Shareholders is held, and for the maximum amount provided
for by law, in accordance with the provisions of Article 297.1.b) of the Companies
Act Capital. Authorisation for the exclusion of preferential subscription rights, as
established in Article 506 of the Capital Corporations Act.
1

7. Delegation, in favour of the Board of Directors for a term commencing from the date
of this Meeting until the date on which the next Annual General Meeting of
Shareholders is held, of the power to issue debentures, bonds and other fixed
income securities, both simple and exchangeable and / or convertible, as well as
"warrants" on newly issued shares or outstanding shares of the company.
Establishment of criteria for determining the basis and methods of conversion and /
or exchange and / or exercise of the "warrants." Authorisation given to the Board of
Directors to increase capital by the amount required and to exclude the preferential
subscription rights of the shareholders and holders of convertible securities and
"warrants".
8. Delegation of powers in favour of the Board of Directors in connection with the
trading of securities issued by the Company. 9. Advisory vote on the Annual Report
on remuneration of the Board Members.
9. Advisory vote on the Annual Report on the remuneration of the Board Members.
10. Approval, if necessary, given to the Amper Group of a medium to long term
incentive plan by means of the issue of options or shares of the Company.
11. Information to the General Meeting regarding the amendments made to the
Regulations governing the Board of Directors.
12. Ratification of the creation of the corporate website of the Company, www.amper.es
for the purposes of the provisions of Article 11 b of the Capital Corporations Act.
13. Delegation of powers to develop, interpret, execute, rectify and formalise the
resolutions adopted by the General Meeting of Shareholders.
BRIEFING NOTES
THE RIGHT TO INCLUDE NEW ITEMS ON THE AGENDA
In accordance with the provisions set out in Articles 172 and 519 of the Capital
Corporations Act, the shareholders who represent at least five percent of the share
capital may request the publication of a supplement to the call for this Annual General
Meeting, including one or more items on the agenda.
The request shall be conveyed to the Secretary of the Board of Directors of Amper,
S.A. in a reliable way and shall be received at the registered office (Calle Marconi, No.
3, Parque Tecnológico of Madrid, 28760 Tres Cantos, Madrid) within the five days
following the publication of the call of this Board Meeting.
The written request shall clearly and expressly state the items in the agenda which the
shareholders wish to include in the call, with a justification or, where appropriate, a
justified agreement proposal and the identity of the applicant. Also, his condition as a
shareholder shall be accredited and, where appropriate, the individual's capacity to
represent the shareholder.
The supplement of the call will be published at least fifteen days prior to the date
indicated for the holding of this General Meeting on first call.
Also, in accordance with the provisions set out in Article 519 of the Capital
Corporations Act, the shareholders who represent at least five percent of the share
2

capital may, within the five days following the publication of the call, submit wellfounded
proposals for resolutions on matters already included or which may be
included in the agenda of the Board Meeting convened.
RIGHT TO ATTEND
In accordance with the Articles of Association and the Regulations governing the
General Meeting, the shareholders may attend the General Meeting convened if, within
five days prior to the Meeting held on first call, at the very least, the shareholder has his
/ her shares registered in the corresponding Book Entry Registries, and if this is
evidenced by the appropriate attendance card or certificate issued by any of the
Participating Depository Institutions in the Management Company of the Securities
Registration, Clearing and Settlement Systems (IBERCLEAR).
RIGHT TO REPRESENTATION
Every shareholder entitled to attend may be represented at the General Meeting by
another person, even if this other person is not a shareholder, if the requirements and
formalities required by law are met. The proxy must be conferred in writing and specific
for each Board Meeting.
The proxy is revocable. The personal attendance to the Board Meeting by the proxy
shall entail the revocation of the representation granted.
The documents which indicate the proxies or delegations for the Board Meeting,
including those made on behalf of any member of the Board of Directors, will contain
the instructions regarding the intention of the vote with respect to the items of the
agenda of the Board Meeting, it is understood that if they are not communicated, the
proxy will vote in favour of the resolutions proposed by the Board of Directors.
If the person to whom the shareholder grants his representation is not specifically
indicated in the delegation form, it shall be deemed granted in favour of the Chairman
of the Board of Directors of the Company or in favour of the person, where appropriate,
replaces him as Chairman of the General Meeting.
THE RIGHT TO VOTE
The shareholders entitled to attend may exercise their right to vote through:
a) His attendance, in person or by means of a proxy, to the General Meeting, or
b) Postal Voting.
To vote via mail, the shareholder must send the postal vote to the registered office
(Department of Investor Relations, Calle Marconi, 3. Parque Tecnológico of Madrid,
28760 Tres Cantos, Madrid) in a sealed envelope with the attendance card enclosed,
clearly stating the identity of the shareholder, the number of shares that is owned by
the shareholder and the intention of the vote with respects to each item of the agenda.
For the postal vote to be valid, it must be received at the registered office within ten
days from the date of call of the General Meeting.
The vote may only be deprived of effect:
3

a) By the subsequent and express revocation by the same means used to issue
the vote, and within the prescribed period for this, or
b) By the attendance to the meeting of the shareholder who issued the vote, or
c) By the sale of the shares whose ownership confers the right to vote, to which
the Company has knowledge of, at least five days prior to the date set for the
General Meeting to be held.
RIGHT TO INFORMATION
The shareholders, in compliance with the provisions set out in Articles 197, 272.2 and
520 of the Capital Corporations Act and other applicable regulations, may proceed with
the examination at the registered office (Calle Marconi, no. 3, Parque Tecnológico of
Madrid, 28760 Tres Cantos, Madrid) and request the immediate, and free of charge,
delivery or shipping of the following documents from the date of publication of the
notice of call of the General Meeting:
a) Notice of the call.
b) Total number of shares and voting rights at the time of the call.
c) The full text of the agreements that the Board of Directors proposes to the
General Meeting in relation to the items on the agenda of the General Meeting.
d) Comprehensive Annual Financial Report of the following documents:
• The Annual Accounts and the Individual Management Report corresponding to
the 2011 financial year, together with the corresponding Audit Report of Amper,
S.A.
• The Annual Accounts and the Consolidated Management Report corresponding
to the 2011 financial year, together with the corresponding Audit Report of
Amper, S.A.
• Declaration of responsibility of the Board Members.
e) The Annual Corporate Governance Report of Amper, S.A. corresponding to the
2011 financial year together with an annex which contains the information
required by Article 61 b of the Securities Market Law. Both documents are
included in a separate section of the Management Report.
f) The professional and biographical profile of the Board Members whose
appointment, ratification and re-election is proposed in the General Meeting.
g) Report on the remuneration of the Board Members.
h) Directors' Report required for the adoption of the agreements covered by items
4, 5, 6, 7 and 8 of the Agenda.
i) Full text of the Articles of Association and the Regulations governing the
General Meeting of the Shareholders and the Regulations governing the Board
of Directors.
j) Annual Report of the Audit and Control Committee regarding the functions and
activities carried out during the 2011 financial year.
4

k) Annual Report of the Appointments and Remuneration Committee regarding the
functions and activities carried out during the 2011 financial year.
l) Report of the Accounts Auditor and the Board Members regarding the capital
increase with exclusion of the preferential subscription rights granted by the
Board of Directors in accordance with the provisions set out in Article 506.4 of
the Capital Corporations Act.
The shareholders will have all the information and documentation of the General
Meeting at their disposal on the website of the Company www.amper.es.
In accordance with the provisions set out in Article 197 and 520 of the Capital
Corporations Act and Article 18 of the Regulations governing the General Meeting, the
shareholders may request from the Board of Directors in writing, and up to seven days
prior to the date the Meeting is to be held, or orally during the Meeting, the information
or explanations they consider necessary with regards to the items on the agenda and
with regards to the publicly available information which the Company may have
facilitated the National Securities Market Commission from 29 June 2011, date the last
General Meeting was held, and regarding the auditor's report.
Any other information relating to the General Meeting held which is not expressly
stated in this announcement may be consulted in the Regulations governing the
General Meeting which is available on the website of the Company.
LEGAL ADVISER
For the purposes of the provisions set out in Decree 2288/1977 of 5 August, it is stated
that the Legal Adviser of the Company has advised the Board of Directors regarding
the legality of the agreement of the call for the General Meeting.
PARTICIPATION OF A NOTARY IN THE GENERAL MEETING OF SHAREHOLDERS
The Board of Directors has agreed to request the assistance of a notary to draw up the
Minutes of the Annual General Meeting in accordance with the provisions set out in
Article 203 of the Capital Corporations Act in relation to Articles 101 and 103 of
Companies Registry Regulations.
DATA PROTECTION
In accordance with the provisions set out in the Organic Law 15/1999 of 13 December
regarding the Protection of Personal Data, the personal data submitted by
shareholders for the exercise or delegation of their rights to attend and vote in Board
Meeting, or which are provided by the banking institutions and the securities
companies and agencies in which such shareholders have deposited their shares,
through the entity legally authorised to maintain book entries registry (IBERCLEAR),
shall be included in a file under the responsibility of Amper, S.A., in order to manage
the development, implementation and control of the existing shareholding relationship.
The shareholders are also informed of the possibility of exercising their right to access,
rectify, cancel and oppose in writing to the Secretary General of the Company, located
at Tres Cantos (Madrid), Calle Marconi, no. 3.
ELECTRONIC FORUM OF SHAREHOLDERS
5

In accordance with the provisions set out in Article 539 of the Capital Corporations Act,
after the publication of this call, the Electronic Forum of Shareholders shall be enabled
on the website of the Company. The Rules of operation, and the form which must be
completed to participate in the Forum, are available on the website of the Company.
EXPECTED DATE OF THE GENERAL MEETING OF SHAREHOLDERS
THE GENERAL MEETING IS EXPECTED TO BE HELD ON SECOND CALL ON 27
JUNE 2012 AT 12:00 P.M.
In Tres Cantos (Madrid), on 25 April 2012. Ms. Mónica Martín de Vidales Godino,
Secretary the Board of Directors.
6

COMPLETE TEXT OF THE RESOLUTIONS TO BE PROPOSED BY THE BOARD
OF DIRECTORS OF AMPER, S.A. TO THE ORDINARY GENERAL
SHAREHOLDERS' MEETING OF XX JUNE 2012.
Resolutions relating to item one on the agenda:
Examination and approval, as appropriate, of the Annual Accounts and the
Management Report of Amper S.A. and of its Consolidated Group of Companies, as
well as of the management of the Board of Directors, all corresponding to the financial
year closing on 31 December 2011.
Proposal
Approval of the Annual Accounts and Management Report of AMPER S.A., and of the
Consolidated Group of Companies, as well as of the management of the Board of
Directors, all corresponding to the financial year closing on 31 December 2011.
Resolutions relating to item two on the agenda:
Allocation of earnings for the financial year ended 31 December 2011.
Proposal
Approval of the proposal for the allocation of earnings set forth by the Board of Directors,
which is included in the financial year Annual Report made available to shareholders, and
is as follows:
DISTRIBUTION BASIS
Financial year profits of Amper, S.A.
(in thousands of euros)
1,550
ALLOCATION
Legal Reserves
Offsetting of accumulated losses from
previous years
TOTAL
155
1,395
1,550
1

Resolutions relating to item three on the agenda:
Dismissal and appointment of Directors. Ratification and reelection of directors
appointed by cooptation. Establishment of the number of Board Members.
3.1. Ratification of the appointment and reelection of Aralia Asesores SL.
3.2. Ratification of the appointment and reelection of Veremonte España S.L.
3.3. Dismissal and appointment of Directors.
Proposal
-Ratification of the appointment by cooptation, made by the Board of Directors, of
Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija, as a Director
representing controlling shareholders, reelecting it for a new five-year term.
-Ratification of the appointment by cooptation, made by the Board of Directors, of
Veremonte España, S.L., represented by Mr. Yago Enrique Méndez Pascual, as a
Director representing controlling shareholders, reelecting it for a new five-year term.
At the time this document was prepared, there was no information pertaining to the
dismissal of any directors on the date of the next Ordinary General Shareholders’
Meeting, nor has the Board agreed to propose the appointment of any new Directors to
the Meeting.
If there are any changes in this respect, shareholders will be duly informed of this.
Resolutions relating to item four on the agenda:
Corporate Bylaws: amendment of articles 13 (Types of General Meetings), 14
(Convening of General Meetings), 19 (Resolutions adopted at General Meetings)
and 22 (Convening of the Board) and the introduction of a new article 16 bis
(Right to information) to adapt them to the latest regulatory changes and to
introduce technical improvements and improve the wording.
Proposal
The Board of Directors of Amper, S.A. considers it advisable to proceed to modify the
Regulation of the Shareholders’ Meeting; the sole motivation behind this amendment is
to adapt it to regulatory changes which, for the most part, are focused on the reform of
the Capital Company Act, brought about by Law 25/2011 and by RDL 9/2012.
As a result of these legislative changes, a proposal is made to amend articles 13, 14,
19, 22 and to introduce a new article 16 bis in the corporate bylaws of Amper, S.A.,
which will read as follows: (In order to facilitate the identification and understanding of
the proposed changes, for information purposes, a comparative table has been
prepared containing the articles of the Bylaws for which amendments are proposed,
with the left column containing the transcription of the current text and the right column,
the text of the proposed amendment highlighted in boldface).
2

CURRENT TEXT
Article 13: Types of General Meetings
General Meetings may be ordinary or
extraordinary and must be convened by a
person having authority to do so in
accordance with the Law, except in the
case of a Universal Meeting, which can be
held without need for prior notice, in the
circumstances laid down by Article 178 of
the Capital Company Act.
Ordinary General Meetings must be held
once a year, within six months of each
financial year-end closing.
Extraordinary General Meetings shall be
held when this is agreed by the Board of
Directors or when so requested by a
number of shareholders who represent at
least five 5% of the share capital, who must
state the matters to be discussed at the
Meeting in their request.
PROPOSED AMENDMENT
Article 13: Types of General Meetings
General Meetings may be ordinary or
extraordinary and must be convened by a
person having authority to do so in
accordance with the Law, except in the
case of a Universal Meeting, which can be
held without need for prior notice, in the
circumstances laid down by Article 178 of
the Capital Company Act.
Ordinary General Meetings must be held
once a year, within six months of each
financial year-end closing. An Ordinary
General Meeting shall be valid even if
convened or held after said deadline.
Extraordinary General Meetings shall be
held when this is agreed by the Board of
Directors or when so requested by a
number of shareholders who represent at
least five 5% of the share capital, who must
state the matters to be discussed at the
Meeting in their request. In this last case,
a General Meeting shall be convened by
the Board of Directors to be held within
two months following the date of a
notarized request to call the meeting.
Article 14: Convening of a Meeting.
General Meetings, both ordinary and
extraordinary, shall be convened through
announcements published in the Official
Journal of the Commercial Registry and
on the website of the company
(www.amper.es) at least one month prior
to the scheduled date of the meeting,
stating the date on which, if appropriate,
the meeting is to take place at second
call. The announcement shall state all
matters on the agenda. Between the first
and second meeting there shall be a
period of at least twenty four hours.
Article 14: Convening of a Meeting.
General Meetings, both ordinary and
extraordinary, shall be convened through
announcements published in the Official
Journal of the Commercial Registry or in a
major Spanish newspaper, on the website
of the National Securities and Exchange
Commission and on the website of the
company (www.amper.es) at least one
month prior to the scheduled date of the
meeting, except in the cases in which the
Law establishes a different time limit,
stating the date on which, if appropriate,
the meeting is to take place at second
call. The announcement shall state all
matters on the agenda. Between the first
and second meeting there shall be a
period of at least twenty four hours.
3

Shareholders representing at least five
percent of the share capital may request
publication of a supplement to the
announcement of the General Meeting,
containing one or more items to be included
on the agenda. In order to exercise this
right, due notification of the request must be
received at the company’s registered
address no later than five days following
the date of publication of the
announcement.
The announcement supplement shall be
published at least fifteen days prior to the
date established for holding the Meeting.
Notwithstanding the above, if the
Company offers shareholders the
effective possibility of voting by
electronic means accessible to all of
them, an Extraordinary General
meeting may be convened with a
minimum advance notice of fifteen
days. The reduction of the term for
convening the meeting will require an
express resolution adopted at an
Ordinary General Meeting by at least
two thirds of the subscribed capital
with voting rights, the effectiveness of
which may not extend beyond the date
of the next Meeting.
Shareholders representing at least five
percent of the share capital may request
the publication of a supplement to the
announcement of the General Meeting,
containing one or more items to be included
on the agenda, provided that these new
items are accompanied by a justification or,
where applicable, by a justified proposal for
a resolution. In no case may such right be
exercised in respect of the convening of
an Extraordinary General Meeting. In
order to exercise this right, due notification
of the request must received at the
company’s registered address no later than
five days following the date of publication of
the announcement.
The announcement supplement shall be
published at least fifteen days prior to the
date established for holding the Meeting.
Failure to publish the supplement within this
term shall invalidate the Meeting.
Shareholders representing at least five
percent of the share capital, within the five
days following the publication of the
announcement, may present well-founded
proposals for resolutions regarding matters
already included or that should be included
on the agenda for the Meeting convened.
The Company will ensure that these
proposals for resolutions, and such
documentation as may be attached to
them, are disseminated to the other
shareholders, as provided for by Law.
4

New Article 16 bis: The right to
information.
Shareholders shall have the right to
information in the terms provided for
by Law.
Directors have the obligation to
provide the information requested in
the form and within the time limits
specified by Law, except in the cases
in which this is legally inappropriate
and, in particular, when prior to the
raising of specific questions by
shareholders, the requested
information was clearly and directly
available to all shareholders on the
website of the Company in a question
and answer format or when, in the
opinion of the Chairperson, the
publication of this information would
be harmful to the interests of the
company. The aforementioned
exception shall not apply when the
request is backed by shareholders
representing at least one fourth of the
share capital.
Article 19: Resolutions adopted at
Meetings
The deliberations at General Meetings,
both ordinary and extraordinary, shall be
stated in the minutes in accordance with
the requirements of the Law. The minutes
can be approved by means of any of the
procedures established by Law.
Article 19: Resolutions adopted at
Meetings
The deliberations at General Meetings,
both ordinary and extraordinary, shall be
stated in the minutes in accordance with
the requirements of the Law. The minutes
can be approved by means of any of the
procedures established by Law.
The resolutions approved and the
voting results shall be published on the
website of the company within five
days after the conclusion of the
Meeting.
Article 22: Convening of the Board
The Board shall meet whenever this is
required in the interest of the company and
at least once every three months. It shall be
convened by the Chairperson or by
whoever is acting in this capacity.
The Board Meeting shall be deemed to be
validly constituted when half plus one of its
Article 22: Convening of the Board
The Board shall meet whenever this is
required in the interest of the company and
at least once every three months. It shall be
convened by the Chairperson or by
whoever is acting in this capacity.
Directors representing at least one third
of the members of the Board may
5

members are present or represented at the
meeting. Any Director may grant
representation in writing to another Director.
For resolutions to be passed, an absolute
majority of votes in favor by the directors
attending the meeting shall be required,
except in those cases in which the Law
requires a qualified majority.
The Board’s debates and resolutions shall
be entered in a Minutes Book, each one of
which shall be signed by the Chairperson
and the Secretary or by those who acted for
them at the meeting to which the minutes
refer.
convene a meeting, specifying the items
on the agenda, to be held at the
registered address of the company if,
after a request to the Chairperson, the
latter failed to call a meeting within one
month without due cause.
The Board Meeting shall be deemed to be
validly constituted when half plus one of its
members are present or represented at the
meeting. Any Director may grant
representation in writing to another Director.
For resolutions to be passed, an absolute
majority of votes in favor by the directors
attending the meeting shall be required,
except in those cases in which the Law
requires a qualified majority.
The Board’s debates and resolutions shall
be entered in a Minutes Book, each one of
which shall be signed by the Chairperson
and the Secretary or by those who acted for
them at the meeting to which the minutes
refer.
The Board of Directors has drawn up and made available to shareholders, in
accordance with the provisions of Article 286 of the Capital Company Act, a Report
justifying the proposal to modify the bylaws, including the full text of the wording of the
articles proposed for amendment.
Resolutions relating to item five on the agenda:
Regulation of the General Shareholders’ Meeting: amendment of the Preamble
and of Articles 2 (Website), 6 (Announcements), 7 (Convening of a meeting at the
request of shareholders), 8 (Right of attendance), 10 (Representation), 11
(Agenda), 14 (Right to information), 18 (Specific information request), 23
(Minutes of the Meeting. Publication of resolutions) and 28 (Publications) for the
purpose of adapting them to the latest regulatory changes and in order to
introduce technical improvements and improve the wording.
Proposals
The Board of Directors of Amper, S.A. considers it advisable to proceed to modify the
Regulation of the Shareholders’ Meeting; the sole motivation behind this amendment is
to adapt it to regulatory changes which, for the most part, are focused on the reform of
the Capital Company Act, brought about by Law 25/2011 and by RDL 9/2012.
As a result of these legislative changes, a proposal is submitted to amend articles 2, 6,
7, 8, 10, 11, 14, 18, 23 and 28 of the Regulation of the Meetings of AMPER, S.A.,
which will hereinafter read as follows: (In order to facilitate the identification and
understanding of the proposed changes, for information purposes, a comparative table
has been prepared containing the articles of the Bylaws for which amendments are
6

proposed, with the left column containing the transcription of the current text and the
right column, the text of the proposed amendment highlighted in boldface).
CURRENT TEXT
PROPOSED AMENDMENT
Preamble
The Special Committee’s Report for the
furtherance of transparency and security
in listed markets and companies (“Aldama
Report”) recommends, among other
points, that listed companies prepare and
disseminate a Specific Regulation for
General Meetings, which should be
submitted to it for approval, which governs
the convening, preparation, information,
attendance, implementation and exercise
of shareholder voting rights, in
accordance at all times with the Law and
the Corporate Bylaws.
In order to comply with this
recommendation, following the criteria and
recommendations of said Report, the
Board of Directors of AMPER S.A. has
submitted to the General Shareholders’
Meeting of the company, who approved it
at the meeting held on 24 June 2003, the
present Regulation of the General
Shareholders’ Meeting of AMPER, S.A.,
which governs all the points covered in
the Aldama Report. Subsequently, due to
new developments that have arisen in
regard to shareholder information tools, as
well as the use of new technologies to
exercise the right of information,
attendance, voting and representation, the
Board of Directors has considered it
necessary to propose the amendment of
this Regulation to the General
Shareholders’ Meeting. The General
Shareholders’ Meeting approved the
proposed amendments at its meeting held
on 22 June 2004. The resulting text is that
contained in the current Regulation. (Note:
The Meeting of 15 June 2006 approved
the amendment of Article 6 of this
Regulation in regard to the period for
convening Meetings and the Meeting of
29 June 2011 approved the amendment
of Articles 2, 5, 6, 12, 13, 24, 27 and 28 of
the present Regulation to adapt it to
current legislation).
Preamble
This document contains the Regulation
of the General Shareholders’ Meeting
of Amper S.A. pursuant to the
requirements of Article 512 of the
Capital Company Act.
This Regulation aims to: a) make public the
procedures for preparing and holding
General Meetings; b) define the forms for
the exercise of shareholders’ voting rights
on the occasion of the convening and
holding of the General Meetings; c)
systematize the process of preparation and
conduct of the General Meeting.
In order to provide shareholders with a
good knowledge and understanding of the
operating rules of the General Meeting and
of all issues relating to it, it has been
considered appropriate to rewrite all the
bylaw provisions of this Regulation, as well
as of the Regulation of the Board of
Directors and other current corporate rules
relating to them, in a way that allows
shareholders, with a single text ordered
systematically, to have access to all
information relating to the General Meeting.
7

This Regulation aims to: a) Make public the
procedures for preparing and holding
General Meetings; b) define the forms for
the exercise of shareholders’ voting rights
on the occasion of the convening and
holding of the General Meetings; c)
systematize the process of preparation and
conduct of the General Meeting.
In order provide shareholders with a good
knowledge and understanding of the
operating rules of the General Meeting and
of all issues relating to it, it has been
considered appropriate to rewrite all the
bylaw provisions of this Regulation, as well
as of the Regulation of the Board of
Directors and other current corporate rules
relating to them, in a way that allows
shareholders, with a single text ordered
systematically, to have access to all
information relating to the General Meeting.
Article 2. Website
Regardless of the announcements the
company is required to publish in
newspapers and in the Official Journal of
the Commercial Registry (BORME) in
compliance with legal provisions, the
company will maintain a web page on the
Internet in which it will provide at least the
following information:
• Current Corporate Bylaws and
amendments made in the last 12
months.
• Announcement of resolutions
regarding a change of name or
address, the replacement or any other
modification of the corporate purpose,
a share capital reduction or the
dissolution of the company.
• The share and the share capital:
current capital, number of shares,
class of shares. Evolution of share
capital at least over the last financial
year. Stock exchange on which the
company is listed and the market
segment in which it trades.
• Regulation of the General
Shareholders’ Meeting, Regulation of
the Board of Directors and Internal
Article 2. Website
Regardless of the announcements the
company is required to publish in
newspapers, in the Official Journal of the
Commercial Registry (BORME), on the
website of the National Securities and
Exchange Commission and on the
website of the company, in compliance
with legal provisions, the company will
provide, through its website, at least the
following information:
• Current Corporate Bylaws and
amendments made in the last 12
months.
• Announcement of resolutions
regarding a change of name or
address, the replacement or any other
modification of the corporate purpose,
a share capital reduction or the
dissolution of the company.
• The share and the share capital:
current capital, number of shares,
class of shares. Evolution of share
capital at least over the last financial
year. Stock exchange on which the
company is listed and the market
segment in which it trades.
• Regulation of the General
8

Code of Conduct in matters related to
the Stock Exchange and other
corporate rules currently in force.
• Annual Corporate Governance Report
for at least the last financial year.
• Composition of the Board of Directors,
office and nature of the directors and
any relationships with significant
shareholders of the company.
• Composition of the Advisory
Committees and the nature of their
members.
• Identification of shareholders with
significant stable holdings, either direct
or indirect, and their representation on
the Board, as well as any agreements
between shareholders of which the
company has knowledge.
• Direct or indirect share holdings of
each member of the Board of
Directors of which the company has
knowledge.
• Dividends: payment schedule
specifying date, gross and net amount,
type and concept. This information
shall refer to at least the last financial
year.
• Takeover Bids for Securities (OPA in
its Spanish acronym): request for
authorization for their formulation as
the offeror company; prospectuses,
attachments and announcements of
the authorized transaction; report of
the Directors of the company
concerned; outcome of the
transaction.
• Securities issues: type of product,
issue prospectus, summary of issues
in circulation.
• Investor agenda including relevant
dates for shareholders: publication of
results, general meetings, upcoming
dividend payments and other
important investor events.
Shareholders’ Meeting, Regulation of
the Board of Directors and Internal
Code of Conduct in matters related to
the Stock Exchange and other
corporate rules currently in force.
• Annual Corporate Governance Report
for at least the last financial year.
• Composition of the Board of Directors,
office and nature of the directors and
any relationships with significant
shareholders of the company.
• Composition of the Advisory
Committees and the nature of their
members.
• Identification of shareholders with
significant stable holdings, either direct
or indirect, and their representation on
the Board, as well as any agreements
between shareholders of which the
company has knowledge.
• Direct or indirect share holdings of
each member of the Board of
Directors of which the company has
knowledge.
• Dividends: payment schedule
specifying date, gross and net amount,
type and concept. This information
shall refer to at least the last financial
year.
• Takeover Bids for Securities (OPA in
its Spanish acronym): request for
authorization for their formulation as
the offeror company; prospectuses,
attachments and announcements of
the authorized transaction; report of
the Directors of the company
concerned; outcome of the
transaction.
• Securities issues: type of product,
issue prospectus, summary of issues
in circulation.
• Investor agenda including relevant
dates for shareholders: publication of
results, general meetings, upcoming
dividend payments and other
9

• Significant events notified to the
National Securities and Exchange
Commission (CNMV) during the
current financial year and the last
closed financial year, making mention
of the availability of previous years on
the website of the National Securities
and Exchange Commission (CNMV).
• Periodic financial information notified
to the National Securities and
Exchange Commission (CNMV)
corresponding to the current financial
year and the last closed financial year.
• Treasury stock position and any
significant changes.
• Audit Report, Annual Audited
Accounts, Management Report and
Annual Report of the current financial
year and of at least the last two
financial years.
• In regard to General Shareholders’
Meetings:
o Announcement of the convening
of the General Shareholders’
Meeting.
o
The communication channels
existing between the company
and shareholders.
o Exercise of the right to
information by shareholders.
o Announcement and agenda of
Meetings held during the
financial year in course and the
previous year.
o Full text of the proposals for
resolutions to be decided on
and of the documentation
available to shareholders prior
to Meetings held during the
current financial year and the
previous year.
o Means and procedures for
appointing a proxy for the
important investor events.
• Significant events notified to the
National Securities and Exchange
Commission (CNMV) during the
current financial year and the last
closed financial year, making mention
of the availability of previous years on
the website of the National Securities
and Exchange Commission (CNMV).
• Periodic financial information notified
to the National Securities and
Exchange Commission (CNMV)
corresponding to the current financial
year and the last closed financial year.
• Treasury stock position and any
significant changes.
• Audit Report, Annual Audited
Accounts, Management Report and
Annual Report of the current financial
year and of at least the last two
financial years.
• In regard to General Shareholders’
Meetings:
a) In regard to the next General
Meeting and before it is held:
o Announcement of the Meeting.
o The total number of shares
and voting rights at the date of
the announcement.
o The documents to be
submitted to the General
Meeting and, in particular, the
reports of directors, account
auditors and independent
experts.
o The full texts of the proposals
for resolutions. As they are
received, proposals for
resolutions submitted by
shareholders shall also be
included.
o The communication channels
existing between the company
10

Meeting.
o Means and procedures for
remote voting.
o Information on the conduct of
General Meetings held during
the current year and the
previous year, stating the
composition of the Meeting at
the time of its constitution, the
resolutions adopted and the
number of votes cast and in
which way for each of the
proposals on the agenda.
• Information about other matters of
interest relating to the business
activities of the company.
When, in the opinion of the Board of
Directors the publication of certain
information could be harmful to the
interests of the company, it may be
agreed not to include such information on
the website. The Board of Directors may
delegate this power to one of its
members.
o
and shareholders.
The form in which the right to
information may be exercised
by shareholders.
o Means and procedures for
appointing a proxy for the
Meeting.
o Means and procedures for
remote voting.
o The forms that are to be used
for voting by proxy and
remote voting, unless the
company decides to send
them directly to each
shareholder.
b) In regard to previous General
Shareholders’ Meetings:
o Announcement and agenda of
Meetings held during the
current financial year and the
previous year.
o Full text of the proposals for
resolutions to be decided on
and of the documentation
available to shareholders prior
to Meetings held during the
current financial year and the
previous year.
o Information on the conduct of
General Meetings held during
the current year and the
previous year, stating the
composition of the Meeting at
the time of its constitution, the
resolutions adopted and the
number of votes cast and in
which way for each of the
proposals on the agenda.
• Information about other matters of
interest relating to the business
activities of the company.
When, in the opinion of the Board of
Directors the publication of certain
11

information could be harmful to the
interests of the company, it may be
agreed not to include such information on
the website. The Board of Directors may
delegate this power to one of its
members.
Article 6. Announcements
General Meetings, both ordinary and
extraordinary, shall be convened through
announcements published in the Official
Journal of the Commercial Registry and
on the website of the company at least
one month prior to the scheduled date of
the meeting, stating the date on which, if
appropriate, the meeting is to take place
at second call. The announcement shall
state all matters on the agenda. Between
the first and second meetings there shall
be a period of at least 24 hours.
The announcement of the Meeting shall
also state the circumstances stipulated in
Articles 16 and 17 of the Corporate
Bylaws in relation to time periods and
procedures for exercising the right to
appoint a proxy, the right to attend and the
right to vote.
No later than the date of publication or, in
any event, the business day that
immediately follows, the announcement of
the meeting shall be sent by the company
to the National Securities and Exchange
Commission (CNMV).
Without prejudice to the provisions of the
previous section, as soon as the Board of
Directors has knowledge of the probable
Meeting date, this will be notified on the
website.
Article 6. Announcements
General Meetings, both ordinary and
extraordinary, shall be convened through
announcements published in the Official
Journal of the Commercial Registry or in
a major Spanish newspaper, on the
website of the National Securities and
Exchange Commission and on the
website of the company at least one
month prior to the scheduled date of the
meeting, stating the date on which, if
appropriate, the meeting is to take place
at second call. The announcement shall
state all matters on the agenda. Between
the first and second meetings there shall
be a period of at least 24 hours.
An Extraordinary General
Shareholders’ Meeting, when voting is
permitted by electronic means, may be
convened with minimum advance
notice of fifteen days prior to the date
of the meeting, with a previous express
resolution having been adopted at the
Ordinary General Shareholders’
Meeting by at least two thirds of the
subscribed share capital with voting
rights. The validity of this resolution
may not extend beyond the date on
which next General Meeting is to be
held.
The announcement of the Meeting shall
also state the circumstances stipulated in
Articles 16 and 17 of the Corporate
Bylaws in relation to time periods and
procedures for exercising the right to
appoint a proxy, the right to attend and the
right to vote.
Without prejudice to the provisions of the
previous section, as soon as the Board of
Directors knows the probable Meeting
date, this will be notified on the website.
12

The announcement of the meeting shall
state:
(i) the name of the company; (ii) the
date and time of the meeting at first
call, in addition to the date, if
appropriate, when the General Meeting
will be held at second call, in which
case there must be a period of at least
twenty four hours between the first and
second call; (iii) the agenda; (iv) the
office of the person or people making
the announcement; (v) The date by
which shareholders must be registered
in the share register in order to be
eligible to participate in the General
Meeting and exercise their voting
rights; (vi) the place and form in which
the complete text of the documents
and proposals for resolutions may be
obtained; (vii) the address of the
website of the company where this
information will be available.
In addition, the announcement must
contain clear and accurate information
about the procedures that
shareholders must follow in order to
participate and cast their vote in the
General Meeting, including the
following points:
a) The right to request information, to
include items on the agenda and to
present proposals for resolutions, as
well as the time period in which such
rights may be exercised. However, in
those cases in which it is stated that
more detailed information about these
rights may be obtained on the website
of the company, the announcement
may be limited to indicating the
exercise period.
b) The procedure for voting by proxy,
with particular reference to the forms
to be used to vote by proxy and the
means by which the company is
prepared to accept electronic
notifications of the appointment of
proxy holders.
c) The procedures established for
casting remote votes, either by mail or
electronic means.
13

Article 7. Convening of a meeting at the
request of shareholders.
An Extraordinary General Meeting shall
be held when this is agreed by the Board
of Directors or when it is requested by a
number of shareholders who represent at
least 5% of the share capital, stating the
matters to be discussed at the Meeting in
their request.
In this last case, a Meeting must be
convened to be held within thirty days
following the date on which a notarized
request was sent to the Directors to call it.
The Directors shall prepare the Agenda,
which must include the matters that were
the object of the request.
Article 7. Convening of a meeting at the
request of shareholders.
An Extraordinary General Meeting shall
be held when this is agreed by the Board
of Directors or when it is requested by a
number of shareholders who represent at
least 5% of the share capital, stating the
matters to be discussed at the Meeting in
their request.
In this last case, a Meeting must be held
within two months following the date on
which a notarized request was sent to the
Directors to call it.
The Directors shall prepare the Agenda,
which must include the matters that were
the object of the request.
Article 8. The right of attendance
The right of attendance shall be in
accordance with the provisions of the Law
and with Article 16 of the Corporate Bylaws.
The Board of Directors, in accordance with
the stipulations of Article 16 of the
Corporate Bylaws, following the convening
of each General Meeting shall determine:
- How far in advance of the time of
the meeting the shareholder must
be connected in order to be
considered in attendance.
- The time interval, while the meeting
is in session, within which remote
attendees may exercise their right
to vote and to information.
- The methodology for preparing the
list of attendees at the Meeting.
The above determinations shall be
delegated by the Board of Directors, either
totally or partially, in the Chairperson.
Any change in the requirements to
exercise the right of attendance at
General Meetings must always be agreed
on by the General Meeting.
The Board may invite third parties who are
not shareholders to attend a General
Article 8. The right of attendance
The right of attendance shall be in
accordance with the provisions of the Law
and with Article 16 of the Corporate Bylaws.
The Board of Directors, in accordance with
the stipulations of Article 16 of the
Corporate Bylaws, following the convening
of each General Meeting shall determine:
- How far in advance of the time of
the meeting the shareholder must
be connected by electronic or
telematic means in order to be
considered in attendance.
- The time interval, while the meeting
is in session, within which remote
attendees may exercise their right
to vote and to information.
- The methodology for preparing the
list of attendees at the Meeting.
The above determinations shall be
delegated by the Board of Directors, either
totally or partially, in the Chairperson.
Any change in the requirements to
exercise the right of attendance at
General Meetings must always be agreed
on by the General Meeting.
The Board may invite third parties who are
not shareholders to attend a General
14

Meeting, if this is considered appropriate or
advisable in the interests of the Company.
Meeting, if this is considered appropriate or
advisable in the interests of the Company.
Article 10. Representation
All shareholders may attend General
Meetings in person, or may do so by
granting a proxy to another person,
even if the other person is not a
shareholder. A proxy shall be appointed
specifically for each meeting and shall
be in accordance with the provisions of
the Law and with Article 16 of the
Corporate Bylaws.
In the case of a public request for
representation, this shall be pursuant
to the provisions of the Law.
Article 10. Representation
All shareholders may attend General
Meetings in person, or may do so by
granting a proxy to another person,
even if the other person is not a
shareholder. A proxy shall be appointed
specifically for each meeting and shall
be in accordance with the provisions of
the Law and with Article 16 of the
Corporate Bylaws.
Proxies are always revocable. The
attendance at the Meeting of the person
represented, either physically or having
sent their vote remotely on whatever
date, supposes the revocation of any
delegation. The delegation shall also be
null and void due to the disposal of
shares of which the company has
knowledge.
The proxy may act on behalf of more
than one shareholder, with no limit as to
the number of shareholders
represented. When a proxy acts on
behalf of various shareholders, it may
cast votes differently depending on the
instructions given by each shareholder.
Professional financial intermediaries
may exercise the right to vote on behalf
of their client, when they have been
granted the power of representation by
the client. The financial intermediary, on
behalf of its clients, may cast votes in
different directions in fulfillment of any
instructions received to cast different
votes. Financial intermediaries that
receive proxies must notify the
company within the seven days prior to
the date scheduled for holding the
Meeting, providing a list stating the
identity of each client, the number of
shares for which it will be voting on the
client’s behalf, as well as the voting
instructions the intermediary has
received, if any.
In the case of a public request for
representation, this shall be pursuant
to the provisions of the Law.
15

Article 11. Agenda
The agenda shall be clear and accurate,
leaving no doubts about the matters to be
discussed and voted on at the Meeting.
Without prejudice to the provisions of
Article 7 of this Regulation, shareholders
may request the Board of Directors, with
due advance notice, to include matters on
the Agenda. The Board of Directors will
decide whether or not to include them on
the basis of the general interest of the
matters to be discussed, the time
available and the good order of the
General Meeting.
Article 11. Agenda
The agenda shall be clear and accurate,
leaving no doubts about the matters to be
discussed and voted on at the Meeting.
Without prejudice to the provisions of
Article 7 of this Regulation, shareholders
representing at least five percent (5%)
of the share capital may request the
publication of a supplement to the
announcement of the General Meeting,
containing one or more items to be
included on the agenda, provided that
these new items are accompanied by a
justification or, where applicable, by a
justified proposal for a resolution. In no
case may such right be exercised in
respect of the call of an Extraordinary
General Meeting The right to publish a
supplement to the announcement must
be carried out by means of due
notification to be received at the
registered address of the company no
later than five days following the date
of publication of the announcement.
The supplement shall be published at
least fifteen days prior to the date set
for holding the Meeting. Failure to
publish the call supplement within the
legally stipulated term shall invalidate
the Meeting. The supplement to the
announcement shall be given the same
circulation as the original
announcement.
Shareholders representing at least five
percent of the share capital, within the
same time period established in the
preceding section, may present wellfounded
proposals for resolutions
regarding matters already included or
that should be included on the agenda.
The Board of Directors will decide whether
or not to include them on the basis of the
general interest of the matters to be
discussed, the time available and the
good order of the General Meeting.
Article 14 The right to information
The Board of Directors shall promote the
Article 14 The right to information
The Board of Directors shall promote the
16

informed participation of shareholders at
General Meetings and shall adopt as
many measures as appropriate to allow
the General Shareholders’ Meeting to
effectively exercise its corresponding
duties pursuant to the Law and the
Corporate Bylaws.
Shareholders are entitled to precise,
complete and accurate information about
the matters that will be discussed and
decided on at the General Meeting and
regarding information accessible to the
public submitted to the CNMV since the
last Meeting was held.
The shareholders’ right to information
shall be made effective in the legally
established form, through the website of
the company and through specific
requests for information according to the
terms regulated by Law and by Article 18
of this Regulation.
Article 18. Specific information request
Without prejudice to the provisions of
preceding articles, the Board of Directors,
within the limits established by Law, shall
respond to the requests for information or
clarification relating to items on the
agenda of the General Shareholders’
Meeting that may be formulated:
a). In the course of the meeting in
accordance with what is laid down in
Article 20 of this Regulation.
The Directors shall respond to the
request of a shareholder in the same
Meeting, unless this is not possible, in
which case the Directors shall respond
to the request in writing within seven
days.
b.) In writing, up to seven days before
the date of the General Meeting in
question, by delivering a request to the
registered address of the company or
by sending it by mail or by other remote
electronic or telematic means. The
information requests shall be
considered as such when the electronic
document by virtue of which the
information is requested includes a
recognized electronic signature used
by the person making the request, or
any other type of signature which, by
informed participation of shareholders at
General Meetings and shall adopt as
many measures as appropriate to allow
the General Shareholders’ Meeting to
effectively exercise its corresponding
duties pursuant to the Law and the
Corporate Bylaws.
Shareholders are entitled to precise,
complete and accurate information about
the matters that will be discussed and
decided on at the General Meeting and
regarding information accessible to the
public submitted to the CNMV since the
last Meeting was held, as well as about
the audit report.
The shareholders’ right to information
shall be made effective in the legally
established form, through the website of
the company and through specific
requests for information according to the
terms regulated by Law and by Article 18
of this Regulation.
Article 18. Specific information request
Without prejudice to the provisions of the
preceding articles, the Board of Directors,
within the limits established by Law, shall
respond to the requests for information or
clarification relating to items on the
agenda of the General Shareholders’
Meeting, or regarding publicly available
information that the company has
submitted to the National Securities
and Exchange Commission since the
date of the last General Meeting or the
audit report, that may be formulated:
a). In the course of the meeting in
accordance with what is laid down in
Article 20 of this Regulation.
The Directors shall respond to the
request of a shareholder in the same
Meeting, unless this is not possible, in
which case the Directors shall respond
to the request in writing within seven
days.
b). In writing, up to seven days before
the date of the General Meeting in
question, by delivering a request to the
registered address of the company or
by sending it by mail or by other remote
electronic or telematic means. The
information requests shall be
considered as such when the electronic
17

esolution previously adopted to such
effect, the Board of Directors considers
that, in accordance with Law, offers
sufficient guarantees as to the
authenticity and identification of the
shareholder exercising the right to
information. These requests shall be
answered prior to the General
Shareholders’ Meeting, by the same
means used to make them, unless the
shareholder specifies a different means
from among those deemed suitable in
this article.
The Board is required to provide the
information or clarification requested
unless:
a) The publication of the information
requested may be harmful to
corporate interests.
b) The request does not pertain to
matters included on the Agenda.
c) The information is not necessary in
order to form an opinion about the
matters submitted to the Meeting.
d) Legal provisions or regulations so
provide.
The refusal to provide information shall
not apply when the request is backed by
shareholders representing at least one
fourth of the share capital.
The provisions of this article are
understood to be without prejudice to the
right of shareholders to obtain documents
in printed form and to request that they be
sent free of charge when so established
by Law.
document by virtue of which the
information is requested includes a
recognized electronic signature used
by the person making the request, or
any other type of signature which, by
resolution previously adopted to such
effect, the Board of Directors considers
that, in accordance with Law, offers
sufficient guarantees as to the
authenticity and identification of the
shareholder exercising the right to
information. These requests shall be
answered prior to the General
Shareholders’ Meeting, by the same
means used to make them, unless the
shareholder specifies a different means
from among those deemed suitable in
this article.
The Board is required to provide the
information or clarification requested
unless:
a) The publication of the information
requested may be harmful to
corporate interests.
b) The request does not pertain to
matters included on the Agenda or
to publicly available information
submitted to the National
Securities and Exchange
Commission since the last
Meeting was held or to the audit
report.
c) The information is not necessary in
order to form an opinion about the
matters submitted to the Meeting.
d) The information requested is
clearly and directly available to
all shareholders on the website
of the company in a question
and answer form.
e) Legal provisions or regulations so
provide.
The refusal to provide information shall
not apply when the request is backed by
shareholders representing at least twenty
five percent of the share capital.
The provisions of this article are
understood to be without prejudice to the
18

ight of shareholders to obtain documents
in printed form and to request that they be
sent free of charge when so established
by Law.
Article 23. Minutes of the Meeting
Publication of resolutions.
The resolutions of General Meetings shall
be recorded in the Minutes Book. Likewise,
shareholder contributions shall also be
recorded when so requested. The minutes
shall be signed by the Chairperson and by
the Secretary and, where appropriate, by
any inspectors involved in its approval.
Shareholders may request copies of the
minutes or certifications of the resolutions
adopted. These copies, as well as any
certifications of the same, shall be
authorized by the Chairperson and the
Secretary.
The Minutes of the Meeting may be
approved by the Meeting itself subsequent
to being held or within a period of fifteen
days by the Chairperson and two
inspectors, one representing the majority
and another the minority.
Minutes approved in any of these two ways
shall be effective as of the date of their
approval.
Without prejudice to registration in the
Commercial Registry of those agreements
that may be registered and to the legal
provisions applicable in regard of
publications and corporate resolutions,
within five business days following the date
the Meeting was held, the Company shall
send the text of the approved resolutions to
the National Securities and Exchange
Commission (CNMV), by means of the
appropriate disclosure of a significant
event. The text of the resolutions shall also
be accessible on the website of the
company.
Article 23. Minutes of the Meeting
Publication of resolutions.
The resolutions of General Meetings shall
be recorded in the Minutes Book. Likewise,
shareholder contributions shall also be
recorded when so requested. The minutes
shall be signed by the Chairperson and by
the Secretary and, where appropriate, by
any inspectors involved in its approval.
Shareholders may request copies of the
minutes or certifications of the resolutions
adopted. These copies, as well as any
certifications of the same, shall be
authorized by the Chairperson and the
Secretary or the Deputy Secretary.
The Minutes of the Meeting may be
approved by the Meeting itself subsequent
to being held or within a period of fifteen
days by the Chairperson and two
inspectors, one representing the majority
and another the minority.
Minutes approved in any of these two ways
shall be effective as of the date of their
approval.
Without prejudice to registration in the
Commercial Registry of those agreements
that may be registered and to the legal
provisions applicable in regard of
publications and corporate resolutions,
within five business days following the date
the Meeting was held, the Company shall
send the text of the approved resolutions to
the National Securities and Exchange
Commission (CNMV), by means of the
appropriate disclosure of a significant
event. The text of the resolutions and the
voting results shall also be accessible on
the website of the company.
19

Article 28: Publication
Following its approval, this Regulation of
the General Meeting shall be registered in
the Commercial Registry corresponding to
the registered address of the company
and accessible on the company’s website,
making public the regulatory framework in
which General Meetings shall be
conducted, for the information of
shareholders and investors, and without
prejudice to the provisions of the
Corporate Bylaws and applicable
legislation.
Article 28: Publication
Following its approval, this Regulation of
the General Meeting shall be notified to
the National Securities and Exchange
Commission, accompanied by a copy
of the document in which they are
recorded and shall be registered in the
Commercial Registry corresponding to the
registered address of the company. Once
registered, they shall be published by
the National Securities and Exchange
Commission. This Regulation shall be
accessible on the company’s website,
making public the regulatory framework in
which General Meetings shall be
conducted, for the information of
shareholders and investors, and without
prejudice to the provisions of the
Corporate Bylaws and applicable
legislation.
The Board of Directors has drawn up and made available to shareholders a Report
justifying the proposal to modify the Regulation of the Meeting, including the full text of
the wording of the articles proposed for amendment.
Resolutions relating to item six on the agenda:
Authorization of the Board of Directors to increase the share capital, on one or
more occasions and at any time, without prior consultation of the General
Meeting, for a period starting from the date of this Meeting up to the date on
which the next Ordinary General Shareholders’ Meeting is to be held and for the
maximum legal amount, pursuant to the provisions of Article 297.1.b) of the
Capital Company Act. Authorization for the exclusion of preferential subscription
rights, pursuant to the provisions of Article 506 of the Capital Company Act.
Proposal
6.1 To authorize the Board of Directors, with the widest powers as needed, pursuant to
Article 297.1.b) of the Capital Company Act, to increase the share capital without prior
consultation of the General Meeting, on one or more occasions and at any time, for a
period starting from the date this Meeting is held, up to the date on which the next
Ordinary General Shareholders’ Meeting is to be held, for the maximum amount
permitted by Law, that is, half of the share capital at the time of the authorization,
through the issue of new shares, either ordinary or redeemable, or any other class of
securities in compliance with applicable legal requirements – with or without a share
premium – where the equivalent value of the new shares to be issued shall be
comprised of monetary contributions.
In addition, it may determine the terms and conditions for capital increases, freely offer
new unsubscribed shares in the preemptive subscription period, decide, in the case of
incomplete subscriptions, that the capital shall only be increased by the amount of
20

shares that have been subscribed and amend the text of the article in the Corporate
Bylaws related to share capital.
The Board of Directors shall be authorized to totally or partially exclude preemptive
subscription rights, according to the terms and conditions of article 506 of the Capital
Company Act.
6.2. To cancel the unused portion of the authorization granted by the General
Shareholders' Meeting of 19 June 2008.
Pursuant to the stipulations of Article 286 and 308.2 of the Capital Company Act, a
report has been prepared by the Board of Directors to support this proposal, which is
available to shareholders on the website of the company or which can be delivered to
them free of charge according to the terms and conditions stated in the announcement
of the General Meeting.
Resolutions relating to item seven on the agenda:
Delegation to the Board of Directors, for a period starting on the date of this
Meeting up to the date on which the next Ordinary General Shareholders’
Meeting is to be held, of the power to issue debentures, bonds and other fixed
interest securities, whether convertible, nonconvertible or exchangeable, as well
as warrants linked to new or existing capital stock of the company.
Establishment of the criteria for the determination of the basis and methods for
the conversion and/or exchange and/or exercise of the warrants. Authorization
for the Board of Directors to increase capital by the necessary amount and to
exclude the preemptive rights of shareholders’ and holders of convertible shares
and warrants.
Proposal
7.1. To delegate powers to the Board of Directors, under the provisions of the general
rules on the issuance of debentures contained in Article 319 of the Commercial
Registry Regulation and to apply the provisions of articles 297.1 b) 506 and 511 of the
Capital Company Act to issue nonconvertible, convertible and/or exchangeable fixed
income securities, as well as warrants linked to new or existing shares of the Company,
in accordance with the following terms and conditions:
1. Types of securities that can be issued: The Board of Directors is authorized to
issue debentures, bonds and similar fixed income securities, as well as those
that can be exchanged for shares of the Company, whether nonconvertible, or
in the case of debentures and bonds, exchangeable for shares of the Company
or convertible into shares of the Company, in addition to warrants linked to new
or existing shares of the Company.
2. Duration of the delegation: New shares may be issued on one or more
occasions, at any time, within a maximum term starting on the date of this
Meeting and up to the date on which the next Ordinary General Shareholders’
Meeting is to be held.
3. Maximum amount under the delegation: The total amount of shares that may be
issued under this delegation for convertible and nonconvertible and/or
exchangeable securities and warrants, at the time of issue, along with all the
21

other existing paid-up share capital, may not exceed the maximum limit set for
the amount of subscribed share capital plus the reserves that appear in the last
approved balance sheet and the balance sheet adjustments and revaluation
accounts accepted by the Ministry of Economy and Finance, pursuant to
section 1 of Article 405 of the Capital Company Act.
4. Scope of the delegation: Using the delegation of powers agreed upon herein, it
shall be the responsibility of the Board of Directors to determine for each issue,
by way of example, but not limited to:
(a)
The amount, which shall always be within the stated total quantitative
limits.
(b) The place of issuance - national or foreign - and the currency; if
denominated in foreign currency the equivalent in euros shall be
stated.
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
The denomination, whether bonds or debentures - including
subordinated instruments - or warrants or any other legally acceptable
denomination.
The date(s) of issuance, the number of shares and, if applicable, the
nominal value, which shall not be less than the nominal value of the
shares.
The coupon interest rates, dates and payment procedures.
In the case of warrants, the amount and, if applicable, the calculation
basis of the premium and price.
Their perpetual or redeemable nature and, in the case of the latter, the
redemption period and the maturity date.
Redemption rate, premiums and apportionment.
Guarantees.
Form of securities, physical certificates or book entry.
(k) Preemptive subscription rights, where appropriate, and subscription
rules.
(l)
Applicable legislation.
(m) To request, if appropriate, listing and trading on regulated and nonregulated,
official and nonofficial, domestic and foreign secondary
markets for the securities issued that shall be in compliance with the
current regulations required in each case and, in general, with all other
issuance conditions.
(n)
Designation, if appropriate, of a Trustee and approval of the
fundamental rules that are to govern the legal relationship between the
Company and the Syndicate shareholders for the shares issued.
22

5. Basis and methods for conversion and/or exchange of debentures and bonds:
In the case of the issuance of convertible and/or exchangeable debentures or
bonds, and for the purpose of determining the basis and methods for
conversion and/or exchange, it has been agreed to establish the following
criteria:
(a)
Securities that are issued under this agreement can be converted to
new shares of the Company and/or exchanged for paid-up share
capital of the Company, with the Board of Directors authorized to
decide if these instruments will be convertible and/or exchangeable, as
well as to determine if their conversion or exchange will be mandatory
or voluntary and, if voluntary, for the shareholder or the issuer, in
accordance with the frequency and the periods established in the
issuance agreement, which may not be greater than ten (10) years
following the date of issue.
(b) In the case of convertible and exchangeable issues, the Board of
Directors may also establish that the issuer reserves the right to
decide, at any given moment, between conversion into new shares
and exchange into existing paid-up shares, choosing which type of
shares will be delivered upon their conversion or exchange, with the
option to deliver a combination of new and existing paid-up shares. In
all cases, the issuer shall give identical treatment to all shareholders of
fixed income securities who convert or exchange their securities on the
same date.
Generally, the conversion and/or exchange ratio shall be a fixed ratio
and, for this purpose, fixed income securities shall be valued at their
nominal value and shares at the fixed exchange ratio determined by
the agreement of the Board of Directors under which this delegation of
powers is exercised, or at the exchange ratio to be determined on the
date(s) specified by the Board Meeting, depending on the market price
of the Company's shares on the date(s) or period(s) of reference cited
in this same agreement. In all cases, the share price, for the purposes
of conversion or exchange, may not be less than the greater of (a) the
arithmetic mean of the closing prices of the shares of the Company on
the Spanish Continuous Stock Market during the period established by
the Board of Directors, which shall not be greater than three months or
less than fifteen days prior to the date of adoption of the resolution of
the Board to issue fixed income securities and (b) the closing price of
the shares in this Continuous Market on the day prior to the approval
of the aforementioned stock issuance agreement.
(c) Notwithstanding the stipulations of the above paragraph, it may be
decided to issue the debentures or bonds with a variable conversion
and/or exchange ratio. In this case, the share price, for the purpose of
conversion and/or exchange, will be the arithmetic mean of the closing
prices of the Company’s stock on the Spanish Continuous Stock
Market for a period to be determined by the Board of Directors, which
may not be greater than three months or less than fifteen days prior to
the date of conversion and/or exchange, with a premium or, if it be the
case, a discount, with regard to the share price. The premium or
discount may be distinct for each conversion and/or exchange date for
23

each issue or issue tranche; however, if a discount is determined with
regard to the share price, it may not be greater than 30%.
(d)
(e)
Upon conversion and/or exchange, any fractional shares to which the
shareholder may be entitled will be automatically rounded down to the
nearest whole number and shareholders will receive the corresponding
difference in cash.
Pursuant to the provisions of Article 415 of the Capital Company Act,
debentures may not be converted into shares when the nominal value
of the shares is less than that of the debentures. Likewise, the value of
the shares may, in no case, be less than that of the nominal value.
(f) When an issue of convertible and/or exchangeable debentures or
bonds is approved under the delegation of powers contained in this
resolution, the Board of Directors shall issue a report fully explaining
and detailing, on the basis of the above criteria, the basis and methods
for conversion that are applicable to that specific issue. This report
shall be accompanied by the corresponding auditor’s report pursuant
to Article 414 of the Capital Company Act. In addition, these reports
shall be made available to shareholders and, if appropriate, to holders
of convertible and/or exchangeable fixed income securities and/or
warrants and announced at the first General Meeting to be held after
the stock issuance agreement has been adopted.
6. Basis and methods for the exercise of warrants: The issue of warrants will be
subject, on the basis of their similarity, to the provisions of the Capital Company
Act governing the issue of convertible debentures and, for the purpose of
determining the basis and methods of exercise, it has been agreed to establish
the following criteria:
(a) The warrants to be issued under this agreement may entitle the
subscription of new shares of the Company and/or the acquisition of
existing paid-up Company stock, and the Board of Directors shall be
authorized to decide if they will be entitled to subscribe new shares or
to acquire existing paid-up shares.
(b)
(c)
(d)
The term for exercising the securities issued will be determined by the
Board and may not be greater than ten (10) years from the date of
issue.
The Board may also determine that the Company reserves the right to
choose whether the holder is to subscribe new shares or to acquire
existing paid-up shares at the time of exercise of the warrant and may
also choose to deliver a combination of new shares and existing
shares. In all cases, the Company shall give identical treatment to all
holders of warrants who exercise the warrants on the same date.
The exercise price of the warrants shall be determined by the Board of
Directors in the stock issuance agreement or shall be determined on
the date(s) indicated in this resolution of the Board, depending on the
market value of the Company’s stock on the date(s) or period(s) of
reference indicated in this agreement. The exercise price may vary
depending on the time at which the warrant is exercised. In all cases,
24

the underlying share price may not be less than the greater of (a) the
arithmetic mean of the closing prices of the shares of the Company on
the Spanish Continuous Stock Market for the period established by the
Board of Directors, that shall not be greater than three months or less
than fifteen days prior to the date of adoption of the resolution of the
Board to issue the warrants and (b) the closing price of the shares in
this Continuous Market on the day prior to the approval of the
aforementioned issuance agreement.
The sum of the premium(s) paid for each warrant and the exercise
price shall never be less than the market value of the Company’s
stock, based on what has been established in the previous paragraph,
or the nominal value of the Company’s stock.
(e) When the issuance of warrants under the delegation of the powers
contained in this agreement is approved, the Board of Directors shall
issue a report fully explaining and detailing, with respect to the
aforementioned criteria, the basis and methods for conversion that are
applicable to that specific issue. This report shall be accompanied by
the corresponding auditor’s report pursuant to Article 414 of the Capital
Company Act. These reports shall be made available to the
shareholders and, if appropriate, to holders of convertible and/or
exchangeable fixed income securities and/or warrants and announced
at the first General Meeting to be held after the issuance agreement
has been adopted.
7. Other powers delegated to the Board: In all cases, the delegation to issue
debentures and convertible and/or exchangeable bonds, as well as warrants,
shall include, by way of example but not limited to, the following powers:
(a)
The authorization to increase capital in the amount needed to meet the
requests for conversion of convertible securities or exercise of
warrants linked to issues of new shares.
This authorization shall only be exercised to the extent that the Board,
adding together the capital increase to cover the issuance of
convertible debentures or bonds or the exercise of warrants linked to
the new issue and other capital increases that may have been agreed
upon under the authority granted by the General Meeting, exceeds
half of the amount of share capital stipulated in Article 297.1.b) of the
Capital Company Act.
The authorization to increase share capital includes issuing and
placing in circulation, one or more times, the shares representative of
the capital stock needed to carry out the conversion or exercise, as
well as amending the text of the article of the Corporate Bylaws
related to the amount of share capital and, if appropriate, canceling
the portion of the capital increase not needed for the conversion of
shares or the exercise of warrants.
(b)
The authorization to exclude, under the provisions of Article 506 of the
Capital Company Act, the preemptive subscription rights of
shareholders or holders of convertible and/or exchangeable
25

debentures and bonds and warrants, whenever this is required in the
Company’s best interests.
In all cases, if the Board decides to suppress preemptive subscription
rights for a specific issue of convertible debentures or bonds or
warrants related to new shares that it may carry out under this
authorization, it shall issue a report explaining the specific reasons
justifying that this in the company’s best interests, which will be the
subject of an analogous report prepared by the Account Auditors
pursuant to article 506 of the Capital Company Act. These reports will
be made available to shareholders and holders of convertible
debentures or bonds and announced at the first General Meeting to be
held after the issuance agreement.
(c) The authority to regulate and specify the basis and methods for
conversion and/or exchange and/or exercise of warrants, taking into
account the above criteria.
8. Shareholder information: At successive General Meetings held by the
Company, the Board of Directors shall inform shareholders as to any use that
has been made of the delegation of powers contained in this agreement up to
that date.
9. Trading of securities: The Company shall request the listing of the debentures,
bonds and other securities issued by virtue of this delegation of powers on
domestic or foreign, official or nonofficial secondary markets, authorizing the
Board to carry out the necessary administrative steps and procedures with the
competent bodies of the different national and foreign stock exchanges in order
to have the securities listed for trading.
For the purposes of the provisions of Article 27 of the Spanish Stock Exchange
Regulations, it is expressly stated that if subsequently the delisting of the shares issued
by virtue of this authority is requested, this will be adopted with the same formalities as
those referred to in said article and, in such case, the interests of the holders of these
securities, opposing or not voting in respect of the resolution, shall be guaranteed, in
compliance with the requirements established by the Capital Company Act and related
provisions, all in accordance with the provisions of the aforementioned Spanish Stock
Exchange Regulations, the Securities Market Law and the provisions implementing
them.
7.2. To cancel the unused portion of the authorization granted by the General
Shareholders' Meeting of 19 June 2008.
A report prepared by the Board of Directors justifying the proposal has been made
available to shareholders on the Corporate Web site, a copy of which may be
requested and obtained free of charge, as stated in the announcement of the General
Meeting.
Resolutions relating to item eight on the agenda:
Delegation of powers to the Board of Directors in relation to the trading of shares
issued by the Company.
Proposal
26

To delegate the necessary powers to the Board of Directors to allow it to request official
listing on the Stock Exchange before the Stock Exchange Governing Body and the
National Securities and Exchange Commission for the new shares, debentures and any
other securities that may be issued by virtue of the authorization granted to the Board of
Directors, being responsible for drawing up the prospectuses and complying with the
administrative procedures required by Law and by regulations, as well as to any adopt
agreements that may be necessary to maintain the listing of shares, debentures or any
other existing Corporate Securities.
Resolutions relating to item nine on the agenda:
Advisory vote regarding the Annual report on the remuneration of Directors.
Proposal
To submit to an advisory vote of shareholders the report approved by the Board of
Directors, proposed by the Appointment and Remuneration Committee, regarding the
compensation of Directors, which consists of a summary of how these policies have
been applied during financial year 2011, including a breakdown of the individual
remuneration packages payable to each Director in that year, as well as the policy
approved by the Board for the current financial year and that foreseen, if any, for future
years.
The full text of this Report has been made available to shareholders.
Resolutions relating to item ten on the agenda:
Approval, if appropriate, of a medium or long term incentive plan for the Amper
Group, in the form of company options or shares.
Proposal
The beneficiaries of this plan are 25 employees of eLandia International Inc. or of its
subsidiaries in America, in which 1,398,266 shares of eLandia International Inc. have
already been vested and another 219,010 shares of eLandia International Inc. are
unvested.
The Appointment and Remuneration Committee gave a favorable report (i) on the
vested stock options, in regard to which beneficiaries can convert 1,398,266 shares of
eLandia International Inc. into 157,285 shares of Amper, S.A., after one year has gone
by following the signature of the corresponding agreement, and (ii) with respect to the
unvested stock options, the stock options of eLandia International Inc. would be
exchanged for stock options of Amper S.A. on the basis of an assessment of 3.68
euros per share for the shares of Amper, S.A. and 0.65 USD per share for the shares
of eLandia International Inc., resulting in an exchange of 8.89 stock options of eLandia
International Inc. for one stock option of Amper, S.A., with an execution price of 2.55
euros.
The Board of Directors of Amper, S.A. unanimously agreed to delegate to the
Managing Director, Mr. Alfredo Redondo, the terms and conditions for the completion
of the Stock Plan of eLandia International Inc.
27

The present proposal may be subject to change, as a result of the need to adapt it to
the points currently under consideration. If any changes were to occur, shareholders
would be informed immediately in this respect.
Resolutions relating to item eleven on the agenda:
Information provided to the General Shareholders’ Meeting on the amendments
to the Regulation of the Board of Directors.
Proposal
In accordance with the provisions of Article 115.1 of Law 24/1988 of 28 July of the
Securities Exchange, the General Shareholders' Meeting is informed that, in order to
adapt the Regulation of the Board of Directors to recent legal developments and for the
purpose of introducing material and formal improvements in the wording, on 25 April
2012, the Board of Directors unanimously approved the amendment of Articles 3, 5, 6,
9, 12, 17, 20, 22, 23, 24, 26, 36 and 44 of said Regulation.
The Regulation of the Board of Directors is available to shareholders on the website of
the Company and may also be obtained or requested free of charge, in accordance
with the stipulations of the announcement of the General Meeting.
Resolutions relating to item twelve on the agenda:
Ratification of the creation of the website of the company www.amper.es for the
purposes established in Article 11 bis of the Capital Company Act.
Proposal
To ratify the creation of the Corporate Website of Amper, S.A. for the purposes
established in Article 11 bis of the Capital Company Act, with the address
www.amper.es It is hereby stated that the domain, Amper.es is already registered in
the Commercial Registry.
Resolutions relating to item thirteen on the agenda:
Delegation of powers to implement, interpret, execute, rectify and formalize
agreements adopted by the General Shareholders’ Meeting.
Proposal
Authorization for the Board of Directors, with express powers of substitution, with the
widest possible powers as may be required by Law, so that it can proceed to establish,
complete, implement and modify the resolutions adopted by this General Meeting,
performing as many administrative procedures as may be needed with the institutions
in charge of registering the accounting records, the Ministry of Economy and Finance,
the National Securities and Exchange Commission and any other public or private
institutions, as well as to draw up and publish announcements as required by Law, and
also granting it the powers to comply with all necessary legal requirements to ensure
their successful conclusion, being empowered to complete and rectify any omissions or
defects in these agreements, in addition to executing as many public and private
28

documents as may be deemed necessary to adapt them to the verbal or written
assessment of the Commercial Registrar or any other competent authority or
institution, performing as many acts as necessary to bring them to successful
conclusion and, in particular, to effect the registration in the Commercial Registry of all
those that are subject to registration.
29

The Report of the Board of Directors of Amper, S.A. justifying the proposed
amendment to the articles of association and full text of the draft of the proposed
articles to amend
The Board of Directors of Amper, S.A. (hereinafter, the “Company”), at its meeting on 25
April 2012, has agreed to submit to the General Meeting of Shareholders under item four of
the Agenda, the amendment of Articles which are detailed below in the Articles of
Association.
This Report was prepared by the Board of Directors of the Company pursuant to the
provisions set out in the Capital Corporations Act (hereinafter, the “LSC, Ley de
Sociedades de Capital”) Article 286, which requires the Board Members of the corporation
to draft the full text of the proposed amendment and draft a written report for the
amendment of the Articles of Association, with the justification thereof and included in the
Companies Registry Regulations.
This Report does not include the proposed resolution that is to be adopted by the Board of
Directors, since the text is contained in the document that has been made available to that
body, and the proposal contains all the resolutions proposed to the Board of Directors.
The proposal to amend the Articles of Association to be subject to approval by the General
Meeting of Shareholders has as its genuine and determining root cause, the update of the
contents thereof to the new draft of the LSC derived both from the Law 25/2011 of 1
August, regarding the partial amendment of the Capital Corporations Act (Royal
Legislative Decree 1/2010 of 2 July, by which the revised text of the LSC is approved) and
of the incorporation of Directive 2007/36/EC of the European Parliament and of the Board
of 11 July regarding the exercise of certain rights of shareholders in listed companies as
those contained in Royal Decree-Law 9/2012 of 16 March regarding the simplification of
the reporting requirements and the documentation of mergers and divisions of capital
companies which has affected the system of corporations and especially the listed
corporations.
The sole purpose of the amendments proposed is to adapt the content of the articles of
associations to the innovations introduced by the aforementioned standards, although it
should be noted that, during this review, the opportunity has been used to propose any
changes to the Articles of Association of a purely stylistic character, or in the agenda.
I. JUSTIFICATION OF THE AMENDMENTS
The Articles of Association which have been proposed for amendment are detailed below,
as well as the reasons justifying the proposed amendment.
1

Article 13: Ordinary and Extraordinary General Meetings
Proposals:
1 Include that the call of the General Meeting at the request of the minority shall be
convened by the Board and to be held within two months following the date on
which it was convened by Notary for that purpose.
This reference has not been previously included in the articles and is expressly
provided for in Article 168.2 LSC introduced by Law 25/2011.
2 To record that the Ordinary General Meeting shall be valid even if it is called or
held after the established date.
This reference has not been previously included in the articles and is expressly
provided for in Article 164.2 LSC.
Article 14: Convening of the Ordinary and Extraordinary General Meeting.
Proposals:
1 Include the new disclosure requirements of the calls for the Board Meetings.
The draft provided by Article 516 LSC in accordance with the Law 25/2011 amends
the earlier system of disclosure of the call. It is therefore proposed to adapt the draft
of the articles of associations to the new disclosure requirements, including for this
purpose in the articles of associations, the modes which allow the present
legislation.
2 Include in the articles of associations the possibility to reduce the notice period in
the event that voting is carried out by electronic means.
Article 515 LSC, following the amendment introduced by Law 25/2011, allows
reducing the time period between the call for the meeting and holding the meeting
to 15 days, in cases in which the companies have a remote voting system.
3 Include the new requirements for exercising the right to request the publication of a
supplement to the call for the Board Meeting.
Adapt in this way the previous draft of the provisions of Article 519 LSC
introduced by Law 25/2011.
4 Include the new right to submit proposed resolutions relating to matters already
included or to be included in the Agenda of the Board Meeting.
In effect, according to the draft of Article 519 LSC introduced by Law 25/2011, a
system of proposed resolutions which the previous articles of associations of the
Company did not provide for is regulated.
2

Article 16 B: Right to information
Proposal:
Include a new article that includes the right to information
The right to information, before regulated in Article 197 LSC, has been supplemented, for
listed companies, with Article 520 LSC as it is drafted by Law 27/2011, and its relevance
advises that explicit reference be made in articles of associations to its recognition.
Article 19: Resolutions adopted at the General Meetings
Proposal.
Include the reference to which the resolutions adopted in the Board Meetings and the
results of the voting are to be posted on the website of the company within 5 days after the
completion of the Board Meeting.
Amendment based on Article 525 LSC introduced by Law 25/2011.
Article 22: Convening of the Board of Directors.
Proposal: Include the possibility of convening the Board of Directors by a third of the
Board Members.
These include the modification to the call for the Board of Directors system introduced by
Article 246 in accordance with Law 25/2011.
II.
PROPOSED AMENDMENTS
Based on the foregoing, it is proposed that the draft of the Articles of Association listed in
Section I above is as indicated below, including text in two columns, with the current draft
and the proposed draft, with the changes highlighted in bold to facilitate understanding of
the changes.
CURRENT DRAFT
Article 13: Ordinary and Extraordinary
General Meetings
The General Meetings may be ordinary or
extraordinary and must be called by the
person empowered to do so in accordance
with the Law, except in the event of a
Universal Board Meeting which may be
held without notice, in the circumstances
envisaged under Article 178 of the Capital
PROPOSED AMENDMENT
Article 13: Ordinary and Extraordinary
General Meetings
The General Meetings may be ordinary or
extraordinary and must be called by the
person empowered to do so in accordance
with the Law, except in the event of a
Universal Board Meeting which may be
held without notice, in the circumstances
envisaged under Article 178 of the Capital
3

Corporations Act.
The Ordinary General Meeting will
necessarily meet every year and within the
six months following the end of each
financial year.
The Extraordinary General Meeting shall
meet as agreed upon by the Board of
Directors or when requested by a number of
shareholders with holdings of at least 5% of
the share capital, stating in the request the
matters to be discussed at the Board Meeting.
Corporations Act.
The Ordinary General Meeting will
necessarily meet every year and within the
six months following the end of each
financial year. The Ordinary General
Meeting shall be valid even if it is called or
held after the established date.
The Extraordinary General Meeting shall
meet as agreed upon by the Board of
Directors or when requested by a number of
shareholders with holdings of at least 5% of
the share capital, stating in the request the
matters to be discussed at the Board Meeting.
In the latter case, the General Meeting
shall be convened by the Board of
Directors and shall be held within two
months following the date on which it was
convened by Notary for that purpose.
Article 14: Convening of the Board
Meeting.
The General Meetings, whether ordinary or
extraordinary, shall be convened by notice
published in the Official Gazette of the
Companies Registry and in the website of
the company (www.amper.es) with at least
one month prior to the date established
for the meeting, and expressing the date,
if appropriate, on which the Board shall
meet on second call. The notice shall
specify all matters to be discussed. There
should be a period of at least 24 hours
between the first and second meeting.
Article 14: Convening of the Board
Meeting.
The General Meetings, whether ordinary or
extraordinary, shall be convened by notice
published in the Official Gazette of the
Companies Registry or in one of the major
newspapers in Spain, in the website of the
National Securities Market Commission
and in the website of the company
(www.amper.es) with at least one month
prior to the date established for the
meeting, except in the cases in which the
law establishes a different deadline, and
expressing the date, if appropriate, on which
the Board shall meet on second call. The
notice shall specify all matters to be
discussed. There should be a period of at
least 24 hours between the first and second
meeting.
4
Notwithstanding the above, when the
Company is able to offer the shareholders
the real possibility of voting by electronic
means and this mode is accessible to all,

The shareholders representing at least five
percent of the share capital may request the
publication of a supplement to the notice of
the General Meeting of Shareholders,
including one or more items to the agenda.
The exercise of this right must be carried out
via official notification which should be
received at the registered office within five
days of the publication of the notice.
The supplement to the notice should be
published at least fifteen days prior to the
date set for the meeting of the Board.
the Extraordinary General Meetings may
be convened with a minimum of fifteen
days prior to the date established for the
Meeting. The reduction of notice period
will require the express agreement
adopted at the Ordinary General Meeting
by at least two thirds of the subscribed
capital with voting rights, and whose
validity may not exceed the date the next
Meeting is to be held.
The shareholders representing at least five
percent of the share capital may request the
publication of a supplement to the notice of
the General Meeting of Shareholders,
including one or more items to the agenda,
provided that the new items are
accompanied with a justification or, where
appropriate, with a justified proposed
resolution. In no case may such right be
exercised with respect to the call for the
Extraordinary General Meetings. The
exercise of this right must be carried out via
official notification which should be received
at the registered office within five days of the
publication of the notice.
5
The supplement to the notice should be
published at least fifteen days prior to the
date set for the meeting of the Board.
The absence of publication of the
supplement within the allotted period shall
be cause for annulment of the Board
Meeting.
The shareholders representing at least five
percent of the share capital may, within
five days of the publication of the notice,
submit well-founded proposals for
resolutions on matters already included or
to be included in the agenda of the Board
Meeting convened.
The Company will ensure the
dissemination of these proposed
resolutions, as well as of the

documentation which, where appropriate,
is attached, to the other shareholders and
in accordance with the provisions set out
in the Law.
New Article 16 b: Right to information.
The shareholders shall have the right to
information under the terms set out in the
Law.
The Board Members shall be required to
provide the information requested in the
manner and within the periods specified
in the Law, except in cases where it is
legally inadmissible and, in particular,
when prior to the formulation of specific
questions by the shareholders the
information requested was clearly and
directly available to all shareholders on
the website of the Company under the
question-answer format or when, in the
opinion of the Chairman, the publication
of this information is detrimental to the
corporate interests. This last exception
does not apply when the request is
supported by shareholders who represent
at least a quarter of the capital.
Article 19: Resolutions adopted in the
Board Meetings.
The deliberations of the General Meetings,
whether ordinary or extraordinary, shall be
recorded in the minutes with the
requirements demanded by Law. The act may
be approved by means of any of the
procedures permitted by Law.
Article 19: Resolutions adopted in the
Board Meetings.
The deliberations of the General Meetings,
whether ordinary or extraordinary, shall be
recorded in the minutes with the
requirements demanded by Law. The act may
be approved by means of any of the
procedures permitted by Law.
The resolutions passed and the results of
the votes shall be posted on the website of
the company within five days after the
end of the Board Meeting.
Article 22: Convening of the Board of
Directors
Article 22: Convening of the Board of
Directors
6

The Board of Directors shall meet when the
interests of the company so requires, and at
least once every three months. It shall be
convened by the Chairman or by the person
acting in his stead.
The Board Meeting shall be considered
validly constituted when the meeting is
attended by, present or by representation,
more than half of the members of the Board
of Directors. Any Board Member may grant,
in writing, a proxy to another Board Member.
In order to adopt resolutions, the affirmative
vote of a majority of the Board Members
present at the meeting is required, except in
cases in which the Law requires a qualified
majority.
The discussions and resolutions of the Board
shall be recorded in a minute book, and each
act shall be signed by the Chairman and the
Secretary, or by those acting in their stead.
The Board of Directors shall meet when the
interests of the company so requires, and at
least once every three months. It shall be
convened by the Chairman or by the person
acting in his stead.
The Board Members who constitute at
least a third of the members of the Board
of Directors may convene the Meeting,
indicating the agenda for the meeting and
it being held in the locality of the
registered office if, upon prior request to
the Chairman, he without good cause had
not made the call within one month's
advance notice.
The Board Meeting shall be considered
validly constituted when the meeting is
attended by, present or by representation,
more than half of the members of the Board
of Directors. Any Board Member may grant,
in writing, a proxy to another Board Member.
In order to adopt resolutions, the affirmative
vote of a majority of the Board Members
present at the meeting is required, except in
cases in which the Law requires a qualified
majority.
The discussions and resolutions of the Board
shall be recorded in a minute book, and each
act shall be signed by the Chairman and the
Secretary, or by those acting in their stead.
III.
APPROVAL OF THE REPORT
Based on the foregoing, and pursuant to the provisions set out in Articles 286 of the Capital
Corporations Act and 158 of the Companies Registry Regulations, the Board of Directors
hereby issues this Report on the amendment of the Articles of Association.
In Madrid on 21 May 2012
7

Report of the Board of Directors of Amper, S.A. justifying the proposal for a Rule
governing the General Meeting of Shareholders and full text of the draft of the
proposed articles to amend
The Board of Directors of Amper, S.A. (hereinafter, the “Company”), at its meeting on 25
April 2012, has agreed to submit to the General Meeting of Shareholders under item five of
the Agenda, the amendment of Articles which are detailed below in the Regulations
governing the General Meeting of Shareholders.
This Report is prepared by the Board of Directors of the Company, although its formulation
is not expressly provided for by law or by the Regulations governing the Board Regulations
currently in force, in order to assist the shareholders in understanding the changes that are
proposed. Therefore, this Report contains both the full text of the proposed amendment,
as well as the justification for it.
This Report does not include the proposed resolution that is to be adopted by the Board of
Directors, since the text is contained in the document that has been made available to that
body, and the proposal contains all the resolutions proposed to the Board of Directors.
The proposal to amend the Regulations governing the General Meeting of Shareholders to
be subject to approval by the General Meeting of Shareholders has as its genuine and
determining root cause, the update of the contents thereof to the new draft of the LSC [Ley
de Sociedades de Capital] derived both from the Law 25/2011 of 1 August, regarding the
partial amendment of the Capital Corporations Act (Royal Legislative Decree 1/2010 of 2
July, by which the revised text of the LSC is approved) and of the incorporation of Directive
2007/36/EC of the European Parliament and of the Board of 11 July regarding the exercise
of certain rights of shareholders in listed companies as those contained in Royal Decree-
Law 9/2012 of 16 March regarding the simplification of the reporting requirements and the
documentation of mergers and divisions of capital companies which has affected the
system of corporations and especially the listed corporations.
The sole purpose of the amendments proposed is to adapt the content of the Regulations
governing the General Meeting of Shareholders to the innovations introduced by the
aforementioned standards, although it should be noted that, during this review, the
opportunity has been used to propose any changes of a purely stylistic character, or in the
agenda.
I. ARTICLES PROPOSED FOR AMENDMENT
Preamble
The current Preamble to the Regulations governing the Board of Directors of Amper is the
result of its preparation in the first moments of regulation in Spain of the corporate
governance recommendations.
The current regulations, and particularly the Law 25/2011, consider the Regulations
governing the Board as a mandatory document for listed companies, while imposing
special regulations on disclosure.
1

All this makes it advisable to adapt the preamble of the Regulations to the new statutory
reality.
Article 2: Website
It is proposed that the information available to shareholders prior to the General Meetings
be expanded, in accordance with the provisions set out in Article 518 LSC introduced by
Law 25/2011.
Article 6. Announcements
It is proposed in accordance with Articles 515, 516 and 517 of the LSC introduced by Law
25/2011:
- Include the need to publish the notice of the Board Meetings in the BORME
(Official Gazette of the Companies Registry) or in a major newspaper in Spain and
on the website of the CNMV (National Securities Market Commission).
- Include the possibility that the Extraordinary General Meeting can be convened 15
days in advance under certain conditions.
- Include the contents of the notice of call of the General Meetings.
Article 7. Convening at the request of the shareholders
It is proposed that the deadline for convening the Board Meeting at the request of the
shareholders holding at least 5% of share capital be recorded. The call shall be made two
months from the date of requesting the call by notary, in accordance with the draft of
Article 168.2 LSC introduced by Law 25/2011.
Article 8. Right to attend.
It is proposed to improve the text in the sense subsequently indicated.
Article 10: Representation.
It is proposed to include, in accordance with the provisions set out in Articles 522 and 524
of the LSC introduced by Law 25/2011, the following information:
- The revocable nature of the representation.
- The possibility that a proxy represents more than one shareholder.
- The possibility that the shareholders are represented by financial institutions.
Article 11. Agenda
It is proposed to regulate, as allowed by Article 519 LSC introduced by Law 25/2011, the
possibility that the shareholders holding at least 5% of the share capital may request a
supplement to the notice, except in the event of Extraordinary General Meetings, as well
2

as the opportunity to submit well-founded proposals for resolutions on matters already
included or to be included in the agenda.
Article 14. Right to information.
It is proposed to complete the draft of this article by introducing the possibility of requesting
clarification in relation to the report of the auditor, as allowed by Article 520 LSC
introduced by Law 25/2011.
Article 18. Individual request for information.
It is proposed to include the possibility of requesting clarifications on the information
provided to the CNVM from the previous Board Meeting and regarding the auditor's report,
as well as adding the possibility of refusing the requested information if it already appears
on the website in the question-answer format, such as prescribed in Article 520 LSC
introduced by Law 25/2011.
Article 23. Minutes of the Board Meeting. Publication of Resolutions
It is proposed that reference be made with regards to the certifications of the Board
Meeting, that they can be issued by the Secretary, or the person acting as such, to adapt it
to the actual situation of Amper and include the results of the votes on the website, as well
as the resolutions adopted by the Board, in accordance with Article 525 LSC introduced by
Law 25/2011.
Article 28. Disclosure
It is proposed that this article be modified to incorporate the disclosure requirements
therein of the Regulations established by Article 513 LSC after the amendment of Law
25/2011.
II.
PROPOSED AMENDMENTS
Based on the foregoing, it is proposed that the draft of the Articles of Association listed in
Section I above is as indicated below, including text in two columns, with the current draft
and the proposed draft, with the changes highlighted in bold to facilitate understanding of
the changes.
3

CURRENT DRAFT
PROPOSED AMENDMENT
Preamble
The report of the Special Commission to
promote transparency and security in the
markets and in the listed companies
("Aldama Report") recommends among other
points, that the listed companies prepare and
disseminate a specific regulation of the
General Meeting, to be submitted for
approval, which shall regulate the convening,
preparation, information, attendance,
development and exercise of the political
rights of the shareholders, always in
accordance with the Law and the Articles of
Association.
In order to comply with that recommendation,
and following the criteria and
recommendations of that Report, the Board
of Directors of AMPER, S.A. has submitted to
the General Meeting of Shareholders of the
company which has approved the Report, in
its meeting held on 24 June 2003, these
Regulations governing the General Meeting
of Shareholders of AMPER, S.A. which
governs all the points provided for in the
Aldama Report. Subsequently, due to the
developments arising in connection with the
instruments of information to the
shareholders, as well as the use of new
technologies for the exercise of their rights to
information, attendance, vote and
representation, the Board of Directors found it
necessary to propose in the General Meeting
of Shareholders the amendment of the
Regulation. The General Meeting of
Shareholders approved the proposed
amendments at its meeting held on 22 June
2004. The resulting text is that which is set
out in this Regulation. (Note: The Board
Meeting held on 15 June 2006 approved the
amendment of Article 6 of this Regulation in
regards to the deadline for convening the
Board, and the Board Meeting held on 29
June 2011 approved the amendments to
Articles 2, 5, 6, 12, 13, 24, 27 and 28 of this
Preamble
This document contains the Regulations
governing the General Meeting of
Amper, S.A. in accordance with the
requirements of Article 512 of the Capital
Corporations Act.
This Regulation is intended to: a) Make
public the procedures of preparation and
holding of the General Meetings. b) Identify
the forms of exercise of the political rights of
the shareholders at the time of the
convening and holding of General Meetings.
c) Systematize the process of preparation
and holding of the General Meetings.
To facilitate the shareholders of the company
the knowledge and understanding of the
rules of operation of the General Meeting
and of other matters related to it, it was
considered appropriate to consolidate in
these Regulations all statutory provisions of
the Regulation governing the Board of
Directors, as well as other corporate laws in
force concerning the same, so that the
shareholders can, with a single
systematically organised text, have access
to all the information relating to the General
Meeting.
4

Regulation to adapt it to the current
legislation)
This Regulation is intended to: a) Make
public the procedures of preparation and
holding of the General Meetings. b) Identify
the forms of exercise of the political rights of
the shareholders at the time of the
convening and holding of General Meetings.
c) Systematize the process of preparation
and holding of the General Meetings.
To facilitate the shareholders of the company
the knowledge and understanding of the
rules of operation of the General Meeting
and of other matters related to it, it was
considered appropriate to consolidate in
these Regulations all statutory provisions of
the Regulation governing the Board of
Directors, as well as other corporate laws in
force concerning the same, so that the
shareholders can, with a single
systematically organised text, have access
to all the information relating to the General
Meeting.
Article 2. Website
Regardless of the announcements that the
company must make in newspapers and in
the Official Gazette of the Companies
Registry (BORME), pursuant to the
provisions of the Law, the company shall
maintain a website on the internet open to
provide at the very least the following
information:
• Current Articles of Association and
amendments made in the last 12
months.
• Announcement of agreements relating
to the change of name, address,
replacement or any other modification of
the corporate purpose, the reduction of
the share capital and the dissolution of
the company.
• The share and its share capital: current
capital, number of shares and class of
shares. Evolution of the share capital of
Article 2. Website
Regardless of the announcements that the
company must make in newspapers, in the
Official Gazette of the Companies Registry
(BORME), on the website of the National
Securities Market Commission and on
the website of the company, pursuant to
the provisions of the Law, the company
shall maintain a website on the internet
open to provide at the very least the
following information:
• Current Articles of Association and
amendments made in the last 12
months.
• Announcement of agreements relating
to the change of name, address,
replacement or any other modification of
the corporate purpose, the reduction of
the share capital and the dissolution of
the company.
• The share and its share capital: current
5

the last financial year, at least. Stock
Exchanges in which the company is
listed and the trading segment to which
it belongs.
• Regulation governing the General
Meeting of Shareholders, the Regulation
governing the Board of Directors
Regulations, the Internal Code of
conduct related to the Securities Market
and other existing corporate standards.
• Annual Report of Corporate Governance
of the last financial year, at least.
• Composition of the Board of Directors,
the offices held and the conditions of the
Board Members and their possible
connections with significant
shareholders of the company.
• Composition of the Board Committees
and the conditions of its members.
• Identification of shareholders with direct
and indirect stable and significant
shares and their representation in the
Board, as well as all shareholder
agreements between the shareholders
of which the company has knowledge.
• Direct or indirect shareholdings of each
member of the Board of Directors of
which the company has knowledge.
• Dividends: Payments schedule,
specifying the date, gross and net
amount and the type and concept
thereof. This information shall include
the last financial year, at least.
• Public Tender Offer of Securities:
request for authorisation for its
preparation to be the offeror company;
Prospectus, Annexes and the
Announcement of the authorised
operation; Report of the Directors of the
offeree company; Result of the
operation.
• Issuance of securities: type of product,
capital, number of shares and class of
shares. Evolution of the share capital of
the last financial year, at least. Stock
Exchanges in which the company is
listed and the trading segment to which
it belongs.
• Regulation governing the General
Meeting of Shareholders, the Regulation
governing the Board of Directors
Regulations, the Internal Code of
conduct related to the Securities Market
and other existing corporate standards.
• Annual Report of Corporate Governance
of the last financial year, at least.
• Composition of the Board of Directors,
the offices held and the conditions of the
Board Members and their possible
connections with significant
shareholders of the company.
• Composition of the Board Committees
and the conditions of its members.
• Identification of shareholders with direct
and indirect stable and significant
shares and their representation in the
Board, as well as all shareholder
agreements between the shareholders
of which the company has knowledge.
• Direct or indirect shareholdings of each
member of the Board of Directors of
which the company has knowledge.
• Dividends: Payments schedule,
specifying the date, gross and net
amount and the type and concept
thereof. This information shall include
the last financial year, at least.
• Public Tender Offer of Securities:
request for authorisation for its
preparation to be the offeror company;
Prospectus, Annexes and the
Announcement of the authorised
operation; Report of the Board Members
6

issue prospectus and summary of
outstanding issues.
• Agenda of the Investor which shall
include relevant dates for the
shareholders: publication of results,
general meetings, payment of future
dividends and other events important to
the investors.
• Significant events reported to the
National Securities Market Commission
(CNMV) during the current financial year
and the last financial year, mentioning
the availability of the aforementioned on
the website of the National Securities
Market Commission (CNMV).
• Periodic financial information reported to
the National Securities Market
Commission (CNMV) corresponding to
the current financial year and the last
financial year.
• Position of the treasury stock and the
significant variations thereof.
• Audit Report, Audited Financial
Statements, Management Report and
the Annual Report for the current
financial year and the last two financial
years, at least.
• With regards to the General Meetings of
Shareholders:
o Notice of call of the General
Meetings of Shareholders.
o Channels of communication
existing between the company
and the shareholders.
o Exercise of the right to
information by the shareholders.
o Call and Agenda of the Meetings
held during the current financial
year and the last financial year.
o Full texts of the proposed
of the offeree company; Result of the
operation.
• Issuance of securities: type of product,
issue prospectus and summary of
outstanding issues.
• Agenda of the Investor which shall
include relevant dates for the
shareholders: publication of results,
general meetings, payment of future
dividends and other events important to
the investors.
• Significant events reported to the
National Securities Market Commission
(CNMV) during the current financial year
and the last financial year, mentioning
the availability of the aforementioned on
the website of the National Securities
Market Commission (CNMV, Comisión
Nacional del Mercado de Valores).
• Periodic financial information reported to
the National Securities Market
Commission (CNMV) corresponding to
the current financial year and the last
financial year.
• Position of the treasury stock and the
significant variations thereof.
• Audit Report, Audited Financial
Statements, Management Report and
the Annual Report for the current
financial year and the last two financial
years, at least.
• With regards to the General Meetings of
Shareholders:
a) With regard to the next General
Meeting and prior to the General
Meeting:
o Notice of the call.
o Total number of shares and
voting rights at the time of the
call.
7

esolutions to be adopted and
the documentation available to
the shareholder prior to the
Meeting and corresponding to
the Meetings held during the
current financial year and the
last financial year.
o Resources and procedures for
granting representation in the
Board Meeting.
o
o
Resources and procedures to
exercise the remote voting
process.
Information on the development
of the General Meetings during
the current financial year and the
previous financial year,
indicating the composition of the
Board at the time of its
constitution, the adopted
agreements stating the number
of votes cast and whether the
vote was in favour or against in
each proposal of the agenda.
• Information regarding other matters of
interest concerning the affairs of the
company.
Where in the opinion of the Board of
Directors, the publication of some information
could be detrimental to the interests of the
company, the Board may decide not to
include the information on the website. The
Board of Directors may delegate this
authority to any of its members.
o The documents to be submitted
in the General Meeting and in
particular the reports of the
board members, account
auditors and independent
experts.
o The full text of the proposed
resolutions. As they are
received, the proposed
resolutions submitted by the
shareholders shall also be
included.
o Channels of communication
existing between the company
and the shareholders.
o
The manner of exercising the
right to information by the
shareholders.
o Resources and procedures for
granting representation in the
Board Meeting.
o
Resources and procedures to
exercise the remote voting
process.
o The forms which are to be used
for proxy and remote voting,
unless the company decides to
send them directly to each
shareholder.
b) With respect to the previous
General Meetings:
o Call and Agenda of the Meetings
held during the current financial
year and the last financial year.
o Full texts of the proposed
resolutions to be adopted and
the documentation available to
the shareholder prior to the
Meeting and corresponding to
the Meetings held during the
current financial year and the
last financial year.
8

o
Information on the development
of the General Meetings during
the current financial year and the
previous financial year,
indicating the composition of the
Board at the time of its
constitution, the adopted
agreements stating the number
of votes cast and whether the
vote was in favour or against in
each proposal of the agenda.
• Information regarding other matters of
interest concerning the affairs of the
company.
Where in the opinion of the Board of
Directors, the publication of some information
could be detrimental to the interests of the
company, the Board may decide not to
include the information on the website. The
Board of Directors may delegate this
authority to any of its members.
Article 6. Announcements
The General Meetings, whether ordinary or
extraordinary, shall be convened by notice
published in the Official Gazette of the
Companies Registry and on the website of
the company, with at least one month prior to
the date established for the meeting, and
expressing the date, if appropriate, on which
the Board shall meet on second call. The
notice shall specify all matters to be
discussed. There should be a period of at
least 24 hours between the first and second
meetings.
The convening of the Board shall also
express the circumstances provided for in
Articles 16 and 17 of the Articles of
Association with regards to the deadlines and
procedures for exercising the right of
representation, the right to attend and the
right to vote.
No later than the date of publication or, in any
case, the following working day, the notice of
Article 6. Announcements
The General Meetings, whether ordinary or
extraordinary, shall be convened by notice
published in the Official Gazette of the
Companies Registry or in one of the major
newspapers in Spain, on the website of
the National Securities Market
Commission and on the website of the
company with at least one month prior to the
date established for the meeting, and
expressing the date, if appropriate, on which
the Board shall meet on second call. The
notice shall specify all matters to be
discussed. There should be a period of at
least 24 hours between the first and second
meetings.
The extraordinary General Meeting, when
voting by electronic means is possible,
may be convened with at least fifteen
days prior to the date of it being held
upon the specific agreement adopted at
the Ordinary General Meeting by at least
two-thirds of the subscribed share capital
with voting rights. The term of this
9

call shall be forwarded by the company to the
National Securities Market Commission
(CNMV).
Notwithstanding the provisions of the
preceding paragraph, as soon as the Board
of Directors knows the probable date the
Board Meeting is to be held, it shall be
announced via its website.
agreement shall not exceed the date the
next General Meeting is to be held.
The convening of the Board shall also
express the circumstances provided for in
Articles 16 and 17 of the Articles of
Association with regards to the deadlines and
procedures for exercising the right of
representation, the right to attend and the
right to vote.
Notwithstanding the provisions of the
preceding paragraph, as soon as the Board
of Directors knows the probable date the
Board Meeting is to be held, it shall be
announced via its website.
The notice of call shall include:
(i) the name of the company, (ii) the date
and time of the meeting on first call and,
in addition to that, the date the General
Meeting is to be convened on second
call, where appropriate, in which case
between the first and the second call
there should be a period of at least
twenty-four hours, (iii) the agenda, (iv)
the office held by the person or persons
making the call, (v) the date on which the
shareholder must have the shares
registered in his name in order to
participate and vote at the General
Meeting, (vi) the place and manner in
which the full text of the documents and
proposed resolutions can be obtained,
(vii) the address of the website of the
company in which the information shall
be available.
In addition, the notice shall contain clear
and accurate information regarding the
procedures that shareholders must
follow to participate and vote in the
General Meeting, including the following
points:
a) The right to request information, to
include items on the agenda and to
submit proposed resolutions, as well as
the period for exercising those rights.
10

However, in cases when the possibility
of obtaining more detailed information
regarding those rights in the website of
the company is established, the
announcement may be limited to
indicating the time of exercise.
b) The system for the issue of proxy
voting, with particular mention of the
forms to be used for the delegation of
vote and of the means to be employed
so that the company can accept
electronic notifications of the proxies
granted.
c) The procedures established for
remote voting, either by mail or
electronically.
Article 7. Convening at the request of the
shareholders.
The Extraordinary General Meeting shall
meet as agreed upon by the Board of
Directors or when requested by a number of
shareholders with holdings of at least 5% of
the share capital, stating in the request the
matters to be discussed at the Board
Meeting.
In the latter case, the Board shall be
convened and held within the following thirty
days from the date in which it is requested by
notary to the Board Members to convene the
Meeting.
The Board Members shall prepare the
Agenda, and it shall include the matters
which are the subject of the request.
Article 7. Convening at the request of the
shareholders.
The Extraordinary General Meeting shall
meet as agreed upon by the Board of
Directors or when requested by a number of
shareholders with holdings of at least 5% of
the share capital, stating in the request the
matters to be discussed at the Board
Meeting.
In the latter case, the Board shall be
convened and held within the following two
months from the date in which it is
requested by notary to the Board Members
to convene the Meeting.
The Board Members shall prepare the
Agenda, and it shall include the matters
which are the subject of the request.
Article 8. Right to attend.
The right to attend shall comply with the
provisions set out in the Law and Article 16
of the Articles of Association.
The Board of Directors, in accordance with
the provisions set out in Article 16 of the
Articles of Association, shall determine the
following every time a General Meeting is
Article 8. Right to attend.
The right to attend shall comply with the
provisions set out in the Law and Article 16
of the Articles of Association.
The Board of Directors, in accordance with
the provisions set out in Article 16 of the
Articles of Association, shall determine the
following every time a General Meeting is
11

convened:
- The minimum period required to
connect with the shareholder to
determine that he is present.
- The interval of time, during the time the
meeting is held, in which the
shareholders attending from a
distance may exercise their right to
information and to vote.
- The methodology in the preparation of the
list of attendees for the Board.
The above determinations may be delegated
by the Board of Directors, in whole or in part,
in the Chairmanship of the Board.
Any amendments to the applicable
requirements for exercising the right of
attendance to the General Meetings must
always be agreed upon by the General
Meeting itself.
The Board of Directors may invite third
parties who are not shareholders to attend
the General Meeting if deemed appropriate
or convenient to the interests of the
Company.
convened:
- The minimum period required to
connect with the shareholder
attending the meeting
electronically or telematically to
determine that he is present.
- The interval of time, during the time the
meeting is held, in which the
shareholders attending from a
distance may exercise their right to
information and to vote.
- The methodology in the preparation of the
list of attendees for the Board.
The above determinations may be delegated
by the Board of Directors, in whole or in part,
in the Chairmanship of the Board.
Any amendments to the applicable
requirements for exercising the right of
attendance to the General Meetings must
always be agreed upon by the General
Meeting itself.
The Board of Directors may invite third
parties who are not shareholders to attend
the General Meeting if deemed appropriate
or convenient to the interests of the
Company.
Article 10. Representation
All shareholders may attend the General
Meeting personally or be represented by
another person, even if the other person is
not a shareholder. The representation must
be granted specifically for each General
Meeting, and shall comply with the
provisions set out in the Law and as
provided in Article 16 of the Articles of
Association.
In the event of a public request for
representation, this shall be subject to the
provisions of the Law.
Article 10. Representation
All shareholders may attend the General
Meeting personally or be represented by
another person, even if the other person is
not a shareholder. The representation must
be granted specifically for each General
Meeting, and shall comply with the
provisions set out in the Law and as
provided in Article 16 of the Articles of
Association.
The proxy is always revocable. The
attendance to the Board Meeting by the
represented shareholder, be it physically
or by having cast his vote remotely,
implies the revocation of any delegation,
regardless of the date the delegation. The
12

delegation shall also be rendered null and
void by the transfer of shares of which
the company has knowledge.
The representative may represent more
than one shareholder and without
limitation as to the number of
shareholders represented. When a
representative represents several
shareholders, he may cast votes, in
favour or against, in accordance with the
instructions given by each shareholder.
Professional financial intermediaries may
exercise the right to vote on behalf of his
client, when the client grants him powers
of representation. The financial
intermediary may exercise on behalf of
his clients votes, in favour or against, in
compliance with the voting instructions
regarding differing, when applicable. The
financial intermediaries receiving
representations must inform the
company within seven days prior to the
date the Board Meeting is expected to be
held, a list containing the identity of each
client, the number of shares for which the
right to vote is exercised on the client's
behalf, as well as the voting instructions
that the intermediary may have received,
if any.
In the event of a public request for
representation, this shall be subject to the
provisions of the Law.
Article 11. Agenda
The Agenda of the Board Meeting shall be
clear and precise so that there is no doubt
regarding the matters to be discussed and
voted at the Board Meeting.
Without prejudice to the provisions of Article
7 of these Regulations, the shareholders may
request the Board of Directors, with due
notice, the inclusion of items on the Agenda.
The Board of Directors shall decide on the
inclusion, on the basis of the general interest
in the issues in question and the availability
Article 11. Agenda
The Agenda of the Board Meeting shall be
clear and precise so that there is no doubt
regarding the matters to be discussed and
voted at the Board Meeting.
Without prejudice to the provisions of Article
7 of these Regulations, the shareholders
representing at least five percent (5%) of
the share capital may request the
publication of a supplement to the notice
of the General Meeting of Shareholders,
including one or more items to the
13

of time, as well as the good order of the
General Meeting.
agenda, provided that the new items are
accompanied with a justification or,
where appropriate, with a justified
proposed resolution. In no case may
such right be exercised with respect to
the call for the Extraordinary General
Meetings. This right to publish a
supplement to the notice shall be
exercised by means of a certified notice
which must be received at the registered
office within the five days following the
publication of the call. The supplement
to the notice should be published at
least fifteen days prior to the date set for
the meeting of the Board. The absence
of publication of the supplement within
the allotted period shall be cause for
annulment of the Board Meeting. The
same disclosure shall be given to the
supplement of the call as that of the
notice of the original call.
The shareholders representing at least
five percent of the share capital may
submit, within the period set out in the
previous section, well-founded
proposals for resolutions on matters
already included or to be included in the
agenda.
The Board of Directors shall decide on the
inclusion, on the basis of the general interest
in the issues in question and the availability
of time, as well as the good order of the
General Meeting.
Article 14. Right to information.
The Board of Directors shall promote the
informed participation of the shareholders in
the General Meetings and shall take all the
appropriate measures to enable the
Shareholders to effectively exercise the
functions which are specific to them in
accordance with the Law and the Articles of
Association.
The shareholders have a right to accurate,
complete and correct information regarding
Article 14. Right to information.
The Board of Directors shall promote the
informed participation of the shareholders in
the General Meetings and shall take all the
appropriate measures to enable the
Shareholders to effectively exercise the
functions which are specific to them in
accordance with the Law and the Articles of
Association.
The shareholders have a right to accurate,
complete and correct information regarding
14

the matters subject to discussion and
decision at the General Meeting and
regarding the publicly available information
provided to the CNMV after the previously
Board Meeting held.
The right to information of the shareholders
shall be made effective in the legally
established manner by means of the website
of the company and by means of specific
requests for information in the terms that are
regulated by the Law and in Article 18 of
these Regulations.
the matters subject to discussion and
decision at the General Meeting and
regarding the publicly available information
provided to the CNMV after the previously
Board Meeting held and regarding the
report of the auditor.
The right to information of the shareholders
shall be made effective in the legally
established manner by means of the website
of the company and by means of specific
requests for information in the terms that are
regulated by the Law and in Article 18 of
these Regulations.
Article 18. Individual request for
information.
Without prejudice to the provisions of the
foregoing Articles, the Board of Directors,
within the limits established by Law, will
address the questions or requests for
information or clarification relating to items
contained in the Agenda of the General
Meeting of Shareholders which may be
formulated:
a). During the course of the meeting and
in accordance with the provisions set out
in Article 20 of this Regulation.
The Board Members shall attend the
shareholder's request at the same
Meeting unless this is not possible, in
which case the Board Members shall
attend the request in writing within a
period of seven days.
b). In writing and until the seventh day
prior to the General Meeting of
Shareholders in question by means of
the delivery of the request at the
registered office or by sending it to the
company by mail or any other electronic
or distance telecommunication media.
The admissible media are all those in
which the electronic document by virtue
of which information is requested
incorporates the electronic signature
used by the applicant, or any other type
Article 18. Individual request for
information.
Without prejudice to the provisions of the
foregoing Articles, the Board of Directors,
within the limits established by Law, will
address the questions or requests for
information or clarification relating to items
contained in the Agenda of the General
Meeting of Shareholders, regarding the
information available to the public which
the company may have facilitated to the
National Securities Market Commission
after the conclusion of the last General
Meeting, and regarding the auditor's
report, which may be formulated:
a). During the course of the meeting and
in accordance with the provisions set out
in Article 20 of this Regulation.
The Board Members shall attend the
shareholder's request at the same
Meeting unless this is not possible, in
which case the Board Members shall
attend the request in writing within a
period of seven days.
b). In writing and until the seventh day
prior to the General Meeting of
Shareholders in question by means of
the delivery of the request at the
registered office or by sending it to the
company by mail or any other electronic
or distance telecommunication media.
15

of signature considered appropriate by
the Board of Directors, in a prior
resolution adopted for that purpose and
in accordance with the Law, to provide
the sufficient guarantee of authenticity
and identification of the shareholder
exercising his right to information. These
requests shall be answered before the
General Meeting of Shareholders
through the very means by which they
were made, unless the shareholder
indicates a media other than those which
have been declared appropriate in this
article.
The Board of Directors is obliged to provide
the information or clarification requested
unless:
a) Disclosure of the requested data may
affect the corporate interest of the
company
b) The request does not relate to
matters contained in the Agenda
c) The information is not needed in
order to form an opinion on the issues
submitted to the Board.
d) The laws or regulations stipulate
otherwise
There shall be no denial of information
when the request is supported by
shareholders who represent at least a
quarter of the share capital.
The provisions of this Article shall be without
prejudice to the right of shareholders to
obtain documents in printed form and from
requesting its free delivery when this is
established by Law.
The admissible media are all those in
which the electronic document by virtue
of which information is requested
incorporates the electronic signature
used by the applicant, or any other type
of signature considered appropriate by
the Board of Directors, in a prior
resolution adopted for that purpose and
in accordance with the Law, to provide
the sufficient guarantee of authenticity
and identification of the shareholder
exercising his right to information. These
requests shall be answered before the
General Meeting of Shareholders
through the very means by which they
were made, unless the shareholder
indicates a media other than those which
have been declared appropriate in this
article.
The Board of Directors is obliged to provide
the information or clarification requested
unless:
a) Disclosure of the requested data may
affect the corporate interest of the
company
b) The request does not relate to
matters contained in the Agenda, the
publicly available information
provided to the National Securities
Market Commission after the
conclusion of the immediately
preceding Board Meeting or to the
auditor's report.
c) The information is not needed in
order to form an opinion on the issues
submitted to the Board.
d) The requested information is
clearly and directly available to all
shareholders on the website of the
company under the questionanswer
format.
16
e) The laws or regulations stipulate
otherwise
There shall be no denial of information

when the request is supported by
shareholders who represent at least
twenty-five percent of the share capital.
The provisions of this Article shall be without
prejudice to the right of shareholders to
obtain documents in printed form and from
requesting its free delivery when this is
established by Law.
Article 23. Minutes of the Board Meeting.
Publication of Resolutions.
The resolutions of the General Meetings
shall be recorded in a book of Minutes. Also,
the book of Minutes shall contain the
interventions of the shareholders who have
requested so. The minutes shall be signed
by the Chairman and the Secretary, and,
where appropriate, by the interveners those
who had participated in its approval.
The shareholders may request copies of the
Minutes, or certifications of the resolutions
adopted. Such copies, as well as the
certifications issued in regards to the
resolutions adopted, shall be approved by
the Chairman and the Secretary.
The Minutes of the Meeting may be
approved by the General Meeting at the end
of each meeting, and, failing that and within
a period of fifteen days, by the Chairman and
two interveners, one in representation of the
majority and one in representation of the
minority.
The Minutes approved in either of these two
manners shall be enforceable from the date
of its approval.
Without prejudice to the registration in the
Companies Registry of those registrable
resolutions and of the legal provisions
relating to the disclosure of the corporate
resolutions which may apply, within the five
business days following the conclusion of the
Board Meeting, the Company shall send the
text of the resolutions passed to the National
Securities Market Commission (CNMV),
Article 23. Minutes of the Board Meeting.
Publication of Resolutions.
The resolutions of the General Meetings
shall be recorded in a book of Minutes. Also,
the book of Minutes shall contain the
interventions of the shareholders who have
requested so. The minutes shall be signed
by the Chairman and the Secretary, and,
where appropriate, by the interveners who
had participated in its approval.
The shareholders may request copies of the
Minutes, or certifications of the resolutions
adopted. Such copies, as well as the
certifications issued in regards to the
resolutions adopted, shall be approved by
the Chairman and the Secretary, or the
Deputy Secretary.
The Minutes of the Meeting may be
approved by the General Meeting at the end
of each meeting, and, failing that and within
a period of fifteen days, by the Chairman and
two interveners, one in representation of the
majority and one in representation of the
minority.
The Minutes approved in either of these two
manners shall be enforceable from the date
of its approval.
Without prejudice to the registration in the
Companies Registry of those registrable
resolutions and of the legal provisions
relating to the disclosure of the corporate
resolutions which may apply, within the five
business days following the conclusion of the
Board Meeting, the Company shall send the
text of the resolutions passed to the National
17

through the timely notice of significant event.
The text of the resolutions shall also be
accessible through the website of the
company.
Article 28: Disclosure
After its approval, the Regulation governing
the General Meeting shall be entered in the
Companies Registry corresponding to the
address of the company and it shall be
accessible through the website of the
company, making the legal framework in
which the General Meetings are to be
executed public, for the knowledge of the
shareholders and investors, and without
prejudice to the provisions of the Articles of
Association and the applicable law.
Securities Market Commission (CNMV),
through the timely notice of significant event.
The text of the resolutions and the results
of the vote shall also be accessible through
the website of the company.
Article 28: Disclosure
After its approval, the Regulation governing
the General Meeting will be
communicated to the National Securities
Market Commission with a copy of the
document in which it is contained and
shall be entered in the Companies Registry
corresponding to the address of the
company. Once registered, it will be
published by the National Securities
Market Commission. This Regulation
shall be accessible through the website of
the company, making the legal framework in
which the General Meetings are to be
executed public, for the knowledge of the
shareholders and investors, and without
prejudice to the provisions of the Articles of
Association and the applicable law.
III.
APPROVAL OF THE REPORT
Based on the foregoing, the Board of Directors hereby issues this Report on the
amendment of the Regulations governing the General Meeting.
In Madrid on 21 May 2012.
18

REPORT OF THE BOARD OF DIRECTORS OF AMPER, S.A. JUSTIFYING THE
PROPOSAL TO BE SUBMITTED FOR APPROVAL IN THE GENERAL MEETING OF
SHAREHOLDERS IN CONNECTION WITH THE AUTHORISATION TO THE BOARD
TO INCREASE THE SHARE CAPITAL WITHOUT THE PRIOR CONSULTATION TO
THE BOARD MEETING, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHTS AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 297.1.b) OF
THE CAPITAL CORPORATE ACT.
1. - Scope of the Report.
The Board of Directors drafts this report in compliance with the provisions set out in
Articles 286, 297.1. b) and 506 of the Capital Corporations Act in order to justify to the
shareholders the proposal to be submitted for approval in the General Meeting of
Shareholders in connection with the authorisation to the Board of Directors to increase
the share capital without the prior consultation to the Board Meeting, within a period
beginning on the day of the Ordinary General Meeting held on June 2012 and
concluding on the day in which the next Ordinary General Meeting of Shareholders is
held and for the maximum amount provided for in the Law, with or without preferential
subscription rights.
2. - Justification of the proposal.
In accordance with the provisions set out in Article 297.1.b) of the Capital Corporations
Act, the General Meeting of Shareholders, with the requirements set out for the
amendment of the Articles of Association, may delegate to the Board of Directors the
power to agree the increase of the share capital to a specified amount in one or on
various occasions, at the opportunity and in the amount they decide sufficient, without
prior consultation to the General Meeting. These increases may not exceed half the
capital of the company in any case and at the moment of authorisation and must be
made through cash contributions.
The Board of Directors considers that the proposal that is submitted for approval by the
Board Meeting is justified by the desirability of giving the Board of Directors an
instrument which allows the capital of the company to be increased when it sees fit for
the corporate interests at all times and without having to first call and hold a
Shareholders Meeting. The dynamics of a commercial company, and especially of a
listed company, makes it desirable that their governing and administrative bodies have
agile instruments to available in order to respond to the needs which arise from time to
time in the Company as a result of the conditions of the market.
1

In general, it is not possible to predict in advance what the needs of the Company will
be in terms of the allocation of capital. The purpose being sought is clear. This
entails providing the management body of the company with margin for
manoeuvre and the capacity to respond demanded by the competitive
environment in which it moves, in which often the success of a strategic
initiative or of a financial transaction depends on the ability to undertake it
quickly, without the delays and costs that inevitably is involved in the calling and
holding of a General Meeting. Given this fact, the use of the delegation of powers
provided for in Article 297.1.b) of the Capital Corporations Act allows, in many cases,
these difficulties to be avoided, while providing the Board of Directors the flexibility to
meet the needs of the Company.
Additionally, in accordance with the provisions set out in Article 506 of the Capital
Corporations Act, when the General Meeting delegates the Board Members with the
power to increase the share capital in accordance with the provisions set out in Article
297.1.b) mentioned above, they may also give them the power to exclude the
preferential subscription rights in connection with capital increases that are the subject
of the delegation, whenever the interests of the company requires it. This proposed
exclusion should be included in the call for the General Meeting together with a
directors' report justifying the proposed exclusion.
In this regard, the authorisation for the Board of Directors to increase capital whose
proposal is submitted for consideration by the Board includes, in accordance with the
provisions set out in Article 506 of the Corporations Act Capital, the allocation to the
Board Members the power to exclude, in whole or in part, the preferential subscription
rights of the shareholders and the holders of convertible bonds, where appropriate,
when the interests of the company requires it.
The Board of Directors considers that this proposal is justified for the following reasons:
a) because of the flexibility and agility with which, under certain circumstances, it is
necessary to act in the financial markets in order to take advantage of more favourable
moments, b) because of the lowering of the costs associated with the capital,
especially the committees of the financial institutions involved in the issue and
compared with an increase with the preferential subscription rights, and c) because of
having a lower distortion effect in the trading of the shares of the Company during the
period of issue, which is usually shorter than in the cases of increases with the
preferential subscription rights.
In any case, it is noted that the total or partial exclusion of the preferential subscription
rights of the shareholders is only a power that the Board Meeting grants the Board of
Directors and whose exercise will depend on if the Board of Directors itself so decides,
in accordance with the circumstances at that moment and always with respect for the
legal requirements. If, in the exercise of these powers, the Board of Directors decides
to eliminate the preferential subscription rights in relation to an increase in capital which
2

it decides to undertake under the authorisation granted by the General Meeting, the
Board shall issue, at the moment the increased is agreed upon, a Report detailing the
reasons of corporate interests which justify the measure. This Report shall be
accompanied by the Report issued by an auditor in accordance with the provisions set
out in Article 506 of the Capital Corporations Act. Both reports shall be made available
to the shareholders and reported in the first General Meeting held after the increase of
capital.
2. - Proposed Resolution.
Given the above, the following PROPOSAL is submitted for approval by the General
Meeting of Shareholders:
Authorise the Board of Directors, as broadly as necessary by Law so that in
accordance with the provisions set out in Article 297.1.b) of the Capital Corporations
Act, the Board may increase capital without the prior consultation to the General
Meeting in one or on various occasions and at any time, for a term commencing from
the date of the Ordinary General Meeting of June 2012 to the date on which the next
Ordinary General Meeting of Shareholders is held and in the maximum amount allowed
by Law, that is, half of the share capital at the moment of authorisation, through the
issuance of new ordinary or redeemable shares or of any other type in accordance with
the applicable legal requirements, with or without premium, and consisting in the
equivalent value for the new shares to be issued in cash contributions.
They may also establish the terms and conditions of the capital increase, freely offer
the new shares not subscribed within the preferential subscription period, establish that
the capital will remain increased only by the amount of the subscribed shares, in the
event of an incomplete subscription, and amend the article of the Articles of
Association relating to the share capital.
The Board of Directors shall have the authority to prohibit, in whole or in part, the
preferential subscription rights under the terms of Article 506 of the Capital
Corporations Act.
In Madrid on 21 May 2012
The Board of Directors
3

REPORT OF THE BOARD OF DIRECTORS OF AMPER, S.A. JUSTIFYING THE
PROPOSAL TO BE SUBMITTED FOR APPROVAL IN THE GENERAL MEETING OF
SHAREHOLDERS IN CONNECTION WITH THE DELEGATION IN FAVOUR OF THE
BOARD OF DIRECTORS TO ISSUE FIXED INCOME SECURITIES, BOTH SIMPLE
AND EXCHANGEABLE AND / OR CONVERTIBLE WITH AUTHORITY, WITH THE
POWERS TO INCREASE THE SHARE CAPITAL AND TO EXCLUDE THE RIGHT
OF PREFERENTIAL SUBSCRIPTION.
The Board of Directors drafts this report in compliance with the provisions set out in
Articles 286, 414 and 415 of the Capital Corporations Act in order to justify the proposal
to be submitted for approval in the Board Meeting in connection with the delegation in
favour of the Board of Directors to issue fixed income securities, both simple as well as
exchangeable and / or convertible, with the powers to increase the share capital and to
exclude the right of preferential subscription to the shareholders.
1. - Justification of the proposal:
The Board of Directors considers it advisable to have delegated authority provided for
in the current regulations to be able to capture in the primary securities markets the
necessary resources for the proper management of the corporate interests at all times
and at the speed that these markets require. The purpose of the delegation is to
provide the Board of Directors of the Company with the necessary flexibility and the
capacity to respond in the competitive environment in which the Company operates,
where often the success of an operation depends on the ability to undertake it quickly,
without the delays and costs that inevitably is involved in the calling and holding of a
General Meeting.
For this purpose and under the provisions of Article 401 and other articles of the
Capital Corporations Act, which govern the general rules regarding the issue of
debentures, the provisions of Article 319 of the Companies Registry Regulations and
the provisions of Articles 297.1 b) 506 and 511 of the Capital Corporations Act, the
proposal submitted to the General Meeting is the delegation of powers to the Board of
Directors to carry out the following: a) issue debentures, bonds and other fixed income
securities, both simple as well as exchangeable and / or convertible, and "warrants" on
newly issued shares or outstanding shares of the company by establishing the basis
and methods of conversion of debentures or bonds into shares, b) increase the share
capital by the amount necessary to cover the conversion of the convertible fixed
income securities and / or the exercise of "warrants" on newly issued shares, and c)
exclude the preferential subscription rights of shareholders and holders of convertible
securities and "warrants".
2. - Proposed Resolution.
Given the above, the following PROPOSAL is submitted for approval by the General
Meeting of Shareholders:
1

Delegate to the Board of Directors, pursuant to the provisions of the general rules
regarding the issue of debentures, the provisions of Article 319 of the Companies
Registry Regulations, and applying the provisions of Articles 297.1 b), 506 and 511 of
the Capital Corporations Act, the power to issue fixed income securities, both simple as
well as exchangeable and / or convertible, and "warrants" on newly issued shares or
outstanding shares of the Company, in accordance with the following conditions:
1. Securities to be issued: The Securities, for the issue of which empowers the
Board of Directors, may be debentures, bonds and other fixed income securities
of similar nature, both simple and, in the case of debentures and bonds,
exchangeable for shares of the Company and / or convertible into shares of the
Company, as well as "warrants" on newly issued shares or outstanding shares
of the company.
2. Term of the Delegation: The issue of the securities may be carried out on one
or on various occasions, at any time within the period between the date of the
Ordinary General Meeting held on June 2012 and concluding on the day in
which the next Ordinary General Meeting of Shareholders is held.
3. Maximum amount of the Delegation: The total amount of the issue or issues of
securities agreed to under this delegation, both simple as well as convertible
and / or exchangeable, or "warrants" included with the other outstanding issues
from the Company at the time that is made use of, may not exceed the
maximum limit of the amount of paid-up share capital plus the reserves
appearing in the last approved balance sheet and the adjustment accounts and
the revaluation of balances accepted by the Ministry of Economy and Finance,
referred to in paragraph 1 of Article 405 of the Capital Corporations Act.
4. Scope of the Delegation: In exercise of the delegation of powers agreed upon
here, and including, but not limited to, the Board of Directors shall determine the
following for each issue:
(a)
The amount, always within the overall quantitative limit expressed.
(b) The location of issue, domestic or foreign, and the currency and
exchange rate; in the event that the issue is foreign include its
equivalent in Euros.
(c) The name, whether bonds or debentures, including subordinated
debts, "warrants" or any other permitted by the Law.
(d) The date or dates of issue, the number of securities and, where
applicable, the nominal value not less than the par value of the shares.
(e)
(f)
The interest rate, dates and procedures for payment of the coupon.
In the case of "warrants" in amount and, where applicable, the method
of calculation of the premium and price.
2

(g)
(h)
(i)
(j)
The nature of, perpetuity or redeemable, and with respects to the latter
case the repayment period and the date of maturity.
The type of reimbursement, premiums and instalments.
The guarantees.
The form of representation, by certificates or book entries.
(k) Preferential subscription rights, where applicable, and subscription
system.
(l)
Applicable Law.
(m) Request, where appropriate, the admission to trade in official or
unofficial secondary markets, organised or not, domestic or foreign, of
the securities issued with the requirements required by the regulations
in force in each case and, in general, any other condition of the issue.
(n) Where appropriate, designate the Commissioner and approve the
basic rules to govern the legal relationship between the Company and
the Union of holders of the securities that are issued.
5. Basis and methods and conversion and / or exchange of debentures and
bonds: In the case of the issue of convertible and / or exchangeable debentures
or bonds and for the purposes of determining the basis and methods of
conversion and / or exchange, the following agreed upon criteria are
established:
(a) The securities issued under this agreement shall be convertible into
new shares of the Company and / or exchangeable for outstanding
shares of the Company itself, and the Board of Directors is authorised
to determine whether they are convertible and / or exchangeable, as
well as to determine if they are convertible and / or exchangeable by
requirement or voluntarily. If voluntarily, they shall be at the option of
the holder or the issuer and with the periodicity and during the period
stipulated by the issue resolution and shall not exceed ten (10) years
from the date of issue.
(b)
The Board of Directors may also establish, in the case that the issue is
convertible and exchangeable, that the issuer reserves the right to
choose at any time between conversion into new shares or its
exchange for outstanding shares, specifying the nature of the shares
awarded at the time of conversion or exchange and may even opt to
deliver a combination of newly issued shares along with existing
shares. In any case, the issuer must respect the equal treatment of all
holders of fixed income securities that convert and / or exchange
shares on the same date.
3

Normally the conversion and / or exchange ration shall be fixed and
for that purpose the fixed income securities shall be measured at their
nominal amount and the fixed exchange shares determined in the
resolution of the Board of Directors which makes use of this
delegation, or at the rate of exchange on the date or dates indicated in
the resolution of the Board of Directors and depending on the value of
the stock market price of the shares of the Company on the date /
dates or period / periods taken as reference in the resolution. In any
case, the price of the share, for the purposes of conversion or
exchange, shall not be less than the greater of (a) the arithmetic
average of the closing prices of the shares of the Company in the
Continuous Market of the Spanish Stock Exchanges during the period
that the Board of Directors determines and which shall not be more
than three months nor less than fifteen days prior to the date on which
the Board of Directors adopts the issue resolution fixed income
securities, and (b) the closing price of the shares in the same
Continuous Market on the day prior to the adoption of the
aforementioned issue resolution.
(c)
Notwithstanding the provisions of the preceding paragraph, the issue
of debentures or bonds with a variable conversion and / or exchange
ratio may be agreed upon. In this case, the price of the shares for the
conversion and / or exchange shall be the arithmetic average of the
closing prices of the shares of the Company in the Continuous Market
during a period to be determined by the Board of Directors, not more
than three months nor less than fifteen days prior to the date of
conversion and / or exchange, at a premium or, if applicable, a
discount on this price per share. The premium or discount may be
different for each date of conversion and / or exchange of each issue
or issue tranche, although if a discount is set on the price per share,
this may not exceed 30%.
(d) When the conversion and / or exchange is applicable, the fractions of
shares, which in its case would be delivered to the holder of the
debentures, are rounded by default to the nearest lower whole number
and each holder will receive in cash the difference which in such
circumstances may occur.
(e) As provided for in Article 415 of the Capital Corporations Act,
debentures may not be converted into shares when the nominal value
of the former is less than the latter. Also, the value of the share may
not, in any case, be less than the nominal value.
(f)
At the time of approving an issue of convertible and / or exchangeable
debentures or bonds under the authorisation contained in this
resolution, the Board of Directors shall issue a report developing and
specifying, based on the criteria described above, the basis and
methods of conversion specifically applicable to the said issue. This
report will be accompanied by the corresponding report of the
accounts auditors referred to in Article 414 of the Capital Corporations
Act. Also, those reports shall be made available to the shareholders
and, where appropriate, to the holders of convertible and / or
4

exchangeable fixed income securities and / or of "warrants," and shall
be reported in the first General Meeting held after the resolution of
issue.
6. Bases and methods for the exercise of "warrants": For the case of the issue of
"warrants", to which the provisions set out in the Capital Corporations Act shall
be applied by analogy for the issue of convertible debentures, and for the
purposes of determining the bases and methods for its exercise, the following
agreed upon criteria are established:
(a)
The "warrants" which are issued under this agreement shall confer the
right to subscribe new shares of the Company and / or the acquisition
of outstanding shares of the Company itself, and the Board of
Directors is authorised to determine whether to confer the right to
subscribe new shares or to the acquisition of outstanding shares.
(b) The deadline for the exercise of the securities issued shall be
determined by the Board of Directors and shall not exceed ten (10)
years from the date of issue.
(c)
(d)
The Board of Directors may also establish that the Company reserves
the right to decide whether the holder of the "warrant" must subscribe
newly issued shares or acquire outstanding shares at the time of
exercise of the "warrant" and may even opt to deliver a combination of
newly issued shares along with existing shares. In any case, the
Company must respect the equal treatment of all holders of "warrants"
that are exercised on the same date.
The strike price of the "Warrants" shall be determined by the Board of
Directors in the resolution of issue, or shall be determined on the date
or dates indicated in the resolution of the Board of Directors and
depending on the value of the stock market price of the shares of the
Company on the date / dates or period / periods taken as reference in
the resolution. The strike price may be variable depending on the time
of exercise of the "warrant". In any case, the price of the share under
consideration shall not be less than the greater of (a) the arithmetic
average of the closing prices of the shares of the Company in the
Continuous Market of the Spanish Stock Exchanges during the period
that the Board of Directors determines and which shall not be more
than three months nor less than fifteen days prior to the date on which
the Board of Directors adopts the issue resolution of the “warrants,”
and (b) the closing price of the shares in the same Continuous Market
on the day prior to the adoption of the aforementioned issue resolution.
The sum of the premium or premiums paid for each "warrant" and its
strike price may in no case be less than the value of the stock market
price of the shares of the Company in consideration in accordance
with the provisions set out in the preceding paragraph, nor less than
the nominal value of the shares of the Company.
(e) When approving an issue of “warrants” under the authorisation
contained in this resolution, the Board of Directors shall issue a report
5

developing and specifying, based on the criteria described above, the
basis and methods of conversion specifically applicable to the said
issue. This report will be accompanied by the corresponding report of
the accounts auditors referred to in Article 414 of the Capital
Corporations Act. Those reports shall be made available to the
shareholders and, where appropriate, to the holders of convertible and
/ or exchangeable fixed income securities and / or of "warrants," and
shall be reported in the first General Meeting held after the resolution
of issue.
7. Other powers delegated to the Board of Directors: In any case, the powers of
delegation to issue convertible and / or exchangeable debentures or bonds, as
well as "warrants," shall include, but not limited to, the following powers:
(a) The power to increase capital by the amount necessary to meet the
requests for conversion of convertible securities or for the exercise of
"warrants" on newly issued shares.
This power may only be exercised to the extent that the Board of
Directors, including the increase of capital that is carried out to
address the issue of debentures or convertible bonds or for the
exercise of "warrants" on newly issued shares, and other increases of
capital that has been agreed upon under the authorisations granted by
the Board, does not exceed the limit of half of the amount of share
capital provided for in Article 297.1.b) of the Capital Corporations Act.
This authorisation to increase capital includes the authorisation to
issue and put into circulation in one or on various occasions, the
shares representing the same which may be necessary to carry out
the conversion or exercise, as well as to amend the article of the
Articles of Association regarding the amount of capital and, where
appropriate, cancel the part of this increase in capital which has not
been necessary for the conversion into shares or the exercise of the
"warrants".
(b)
The power to exclude, under the provisions set out in Article 506 of the
Capital Corporations Act, the preferential subscription right of the
shareholders or holders of convertible and / or exchangeable
debentures or bonds and "warrants," when it is in the bests corporate
interests of the company.
In any case, if the Board of Directors decides to eliminate the
preferential subscription rights in connection with a specific issue of
convertible debentures or bonds or "warrants" on newly issued shares
which it may be eventually decide to carry out under this authorisation,
the Board of Directors shall issue a report, at the moment of approval
of the issue resolution, detailing the specific reasons of corporate
interests justifying such a measure, which will be subject to the
corresponding report of the Accounts Auditor referred to in Article 506
of the Capital Corporations Act. These reports will be made available
to the shareholders and to the holders of convertible debentures or
6

onds and shall be reported in the first General Meeting held after the
resolution of issue.
(c) The power to develop and specify the basis and methods of the
conversion and / or exchange and / or exercise of the "warrants,"
taking into account the abovementioned criteria.
8. Information for the shareholders: The Board of Directors, in the successive
General Meetings held by the company, shall inform the shareholders of the
use, where applicable, of the delegation of powers enforced thus far and
referred to in this resolution.
9. Price of the Securities: The Company will request the admission to trade in
official or unofficial secondary markets, organised or not, domestic or foreign, of
the debentures, bonds and other securities which are issued in virtue of this
delegation, empowering the Board of Directors to carry out the procedures and
actions required for the admission to trade before the competent authorities of
the various domestic or foreign stock markets.
The Board of Directors proposes to rescind the authorisation granted for the exercise of
this power in the General Meeting of Shareholders held on 19 June 2008.
For the purposes set out in Article 27 of the Regulations governing the Stock
Exchanges, it is expressly stated that in the event that the exclusion of the listing of
securities issued pursuant to this delegation is subsequently requested, it shall be
adopted with the same formalities referred to in the aforementioned Article and, in such
a case, the interests of the shareholders or bondholders who oppose the resolution or
do not vote for the resolution shall be ensured, thus fulfilling the requirements of the
Capital Corporations Act and the related provisions, all in accordance with the
provisions set out in the aforementioned Regulations governing the Stock Exchanges,
in the Securities Market Act and the implementing provisions.
In Madrid on 21 May 2012
The Board of Directors
7

Note: The Board of Directors has proposed, at the Ordinary General Meeting which is
scheduled to be held on second call on 27 June 2012, the amendment of some of the
articles of this Regulation.
CHAPTER I. GENERAL PROVISIONS.
AMPER CORPORATION
ARTICLES OF ASSOCIATION
Article 1)
Article 2)
The name of the company is AMPER, S.A. and it is governed by
these Articles of Association and by the existing legal provisions
that are applicable at all times.
The main purpose of the company consists in the research,
development, manufacture, repair, marketing, engineering,
installation and maintenance of telecommunication and electronic
systems and equipment, and their components.
It also involves the acquisition, ownership, administration, mediation, encumbrance or
provision of all kinds of movable and immovable property, stocks,
shareholdings and transferable securities in general, but in no
case does it constitute an activity that is subject to special
legislation of collective investment entities, nor of the stock market.
The activities included in the corporate purpose mentioned above
may be indirectly carried out by the Company in whole or in part,
through ownership of stocks or shareholdings in companies with
an identical or similar purpose.
Article 3)
The duration of the company is indefinite.
Article 4)
Article 5)
The company began its operations on the date of its constitution
and is duly registered in the Companies Registry of the Province
of Madrid in the General Volume 1,148, 135 of section 4 of the
Companies Book, Folio overleaf 183, sheet No. 2205, entry 1.
The company has its seat in the Parque Tecnológico
(Technology Park) of Madrid, Calle Marconi No. 3, 28760 TRES
CANTOS (Madrid)
The company may also establish branches, agencies or offices in
Spain, as well as abroad, by resolution of the Board of Directors, a
body that shall also be competent to arrange the transfer of the
registered office within the very city of Madrid, as well as to agree
1

upon the termination or relocation of branches, agencies and
offices.
CHAPTER II. SHARE CAPITAL AND SHARES.
Article 6)
The share capital currently amounts to 32,403,256 Euros and is
represented by 32,403,256 nominative ordinary shares of the
same unique class of a nominal value of one Euro each share,
numbered from 1 to 32,403,256, both figures inclusive, and fully
subscribed and paid up.
The Board of Directors is authorised to increase the share capital
in the terms and deadlines established by Article 297 of the
Capital Corporations Act by 16,201,628 Euros more, that is, to
the amount of 48,604,884 Euros.”
Note: The execution of a capital increase approved on 21 May
2012 is still pending.
Article 7)
The shares shall be represented in book entries.
As long as the shares of the company are listed in the Stock
Exchange, the maintenance of the accounting records of these
shall correspond to the Securities Clearing and Settlement
Services, which is responsible for the Central Registry and for the
entities attached to it in the terms established in the provisions that
apply.
The shares are transferable by all means recognised by the Rule
of Law. The foreign natural and legal persons and, likewise, the
Spanish residents living abroad, may subscribe or acquire shares
of the company under the terms and conditions set forth in the law
provisions that are in force and which are applicable to the
Company.
Article 8)
All shares confer the rightful holder of the shares membership as
well as the rights conferred by Law and these Articles of
Association.
Under the terms established in the Law and in these Articles of
Association, and except as provided therein, the shareholder will
have at least the following rights:
a. That of participating in the distribution of corporate
earnings and in assets resulting from liquidation.
2

. The preferential subscription in the issue of new shares or
debentures convertible into shares.
There shall be no preferential subscription rights in the
cases provided for by Law, and especially when the Board
of Directors issue shares to address the rights of the
holders of debentures, warrants and other securities
convertible into shares.
c. The decision and vote at the General Meetings and the
right to challenge the corporate resolutions. Each share
shall entitle the shareholder to one vote. The Company
may issue shares without voting rights under the conditions
of the Law, and within the limits and requirements
established thereby.
d. The right to information.
Article 9)
The shares are indivisible. The joint owners of a share shall
appoint one person for the exercise of the rights of the
shareholder. In the cases of the usufruct and pledge of shares,
this shall be subject to the provisions of the current legislation.
Article 10)
The issuance and transfer of shares shall meet the conditions
required by the provisions in force concerning book entries.
CHAPTER III. BODIES OF THE COMPANY.
Article 11)
The Annual General Meeting is one body of the company. It is the
supreme governing body in which the Corporate Will is manifested
by majority decision in matters of its competence. The Board of
Directors is another body of the company which has the
responsibility of managing, administrating and representing the
Company and possessing the powers conferred upon it by the
Law and by these Articles of Association.
- A. GENERAL MEETINGS.
Article 12)
The shareholders constituted in a duly convened General Meeting
shall decide, by a majority, on all matters pertaining to the
competence of the General Meeting.
All members, including dissenting members as well as those who
were not present in the meeting, shall be subject to the resolutions
of the General Meeting.
3

Article 13)
The General Meetings may be ordinary or extraordinary and
must be called by the person empowered to do so in accordance
with the Law, except in the event of a Universal Board Meeting
which may be held without notice, in the circumstances
envisaged under Article 178 of the Capital Corporations Act.
The Ordinary General Meeting will necessarily meet every year and within the six months
following the end of each financial year.
The Extraordinary General Meeting shall meet as agreed upon by the Board of Directors
or when requested by a number of shareholders with holdings of
at least 5% of the share capital, stating in the request the matters
to be discussed at the Meeting.
Article 14)
The General Meetings, whether ordinary or extraordinary, shall
be convened by notice published in the Official Gazette of the
Companies Registry and in the website of the company
(www.amper.es) with at least one month prior to the date
established for the meeting, and expressing the date, if
appropriate, the Board shall meet on second call. The notice
shall specify all matters to be discussed. There should be a
period of at least 24 hours between the first and second
meeting.
The shareholders representing at least five percent of the share
capital may request the publication of a supplement to the notice of
the General Meeting of Shareholders, including one or more items
to the agenda. The exercise of this right must be carried out via
official notification which should be received at the registered office
within five days of the publication of the notice.
The supplement to the notice should be published at least fifteen
days prior to the date set for the meeting of the Board.
Article 15)
The ordinary or extraordinary General Meeting shall be validly
constituted on first call when the shareholders present, or
shareholders represented, hold at least 25% of the subscribed
capital with voting rights. On second call, the General Meeting
shall be validly constituted whatever the percentage of the
subscribed capital with voting rights in attendance.
Notwithstanding the provisions of the preceding paragraph, for the
ordinary or extraordinary General Meeting to validly agree on the
issue of debentures, the increase or decrease of capital, the
elimination or limitation of the right of first refusal on new shares,
the conversion, merger, division and the general assignment of
assets and liabilities, the voluntary dissolution of the company and
4

the relocation of the registered office abroad and, in general, any
amendment to the Articles of Association, the meeting must be
attended at first call by shareholders, present or by proxy, holding
at least 50% of the subscribed capital with voting rights. On second
call, the attendance of shareholders holding 25% of the subscribed
capital shall be sufficient. When shareholders representing less
than 50% of the subscribed capital with voting rights are in
attendance, the agreements referred to in this section may only be
validly adopted by the affirmative vote of two thirds of the capital
present or represented at the Meeting.
Article 16)
All shareholders may attend the General Meeting personally or be
represented by another person, even if the other person is not a
shareholder. The representation must be granted in writing and
specifically for each Meeting, and shall comply with the provisions
set out in the Law.
In addition, the shareholders may grant representation by any
electronic or distance telecommunication media which duly
guarantees the representation attributed and the identity of the
represented party. The representation conferred shall be
accepted using these means when the electronic document, by
virtue of which it is conferred, incorporates the authorised
electronic signature used by the represented party, or any other
type of signature which, accepted in a resolution adopted to this
effect and in advance by the Board of Directors meets, in
accordance with the Law, the guarantees of authenticity and
identity of the shareholder granting the proxy. The Board of
Directors shall determine, in the call for resolution for each
Meeting, the procedures, requirements, system and period for
the grant, and submission to the company, of the representations
or delegations of votes issued by electronic or telematic media,
and the possible revocation. Such circumstances shall be
expressed in the notices of call of the Meeting.
To attend the Meetings, an essential requirement is to have the
shares registered in the corresponding book entry registers at
least five days before the day on which the General Meeting is to
be held. When the shareholder exercises his voting rights using
distance communication means and in the terms established in
Article 17 of these Articles of Association, this condition must
also be complied with at the time of issue.
The shareholders who meet the requirement set forth in the
preceding paragraph may request the corresponding attendance
card from the Company at any time from the publication of the call.
5

The shareholders, who are entitled to, may attend the General
Meeting that is to be held in the location indicated in the call
using any electronic or distance telecommunication media,
provided that the technology allows this luxury, and when agreed
upon by the Board of Directors. The Board of Directors must
indicate in the call the media which can be used to attend the
Meeting. The electronic or distance telecommunication media
must meet the security conditions required so as to ensure the
identity of the shareholders, the effectiveness of their rights and
the proper conduct of the meeting, all in accordance with the
Law. In any case, the right to vote and right to information of the
shareholders attending the Meeting by way of this media must be
exercised using the electronic or distance telecommunication
media considered suitable in the present Articles of Association.
The Regulations governing the General Meeting of Shareholders
may confer on the Board of Directors and on the Chairmanship of
the General Meeting of Shareholders the right to establish the
following:
a) The minimum period required to connect with the
shareholder to determine that he is present.
b) The interval of time, during the time the meeting is held, in
which the shareholders attending from a distance may exercise
their right to information and to vote.
c) The methodology in the preparation of the list of
attendees to the Meeting.
The Regulations governing the General Meeting of Shareholders
may confer on the Board of Directors and on the Chairmanship of
the General Meeting powers to implement these restrictions,
depending on the issues that may arise during the course of the
meeting.
If for technical circumstances, which are not attributable to the
company or for security reasons arising from supervening
circumstances unrelated thereto, the electronic communication
were interrupted or terminated, this event cannot be claimed as
an unlawful deprivation of rights of the shareholder.
The Panel and, where appropriate, the notary shall have direct
access to the connection systems which allow attendance to the
Meeting, so that they are immediately made aware of the
communications made by the shareholders attending the Meeting
remotely, and with regards the manifestations which are carried
out to that effect by these.
6

Article 17)
The Chairman of the Board of Directors, or in his absence and in
the event Vice-Chairmen have been appointed and the order of
rank being as follows, the Vice-Chairman appointed from among
the independent Board Member, the eldest Vice-Chairman, or in
the event Vice-Chairmen have not been appointed, the eldest
Board Member, will preside over the General Meetings of
Shareholders.
The Secretary of the Board of Directors shall act as Secretary of
the General Meeting.
In the event of the absence or the inability to act in this office, for
any reason, these shall be replaced by the shareholders holding
the largest number of shares amongst those present. In the event
that various Board Members present hold equal number of shares,
the aforementioned offices shall be replaced by lottery.
The Chairman shall direct the discussions, granting the floor, in
strict order, to all shareholders who have requested it in writing,
then to those who requested it verbally.
Each one of the items forming part of the Agenda shall be voted
on separately. The resolutions shall be adopted by a majority of
the shareholders present, or represented, in the Meeting. Each
share shall entitle the shareholder to one vote.
The shareholders with the right to attend the Meeting may vote on
the proposals relating to items listed in the Agenda of any kind of
General Meeting by the following:
a) The exercise of this right in the same session, in the event of
personally attending the meeting.
b) By post, sending the attendance and voting card obtained
from the company, duly signed and completed to this effect.
c) Other electronic distance communication media, provided
that the electronic document, by virtue of which the right to
vote is exercised, incorporates the electronic signature used
by the applicant, or any other type of signature considered
appropriate by the Board of Directors, in a prior resolution
adopted for that purpose and in accordance with the Law,
providing the sufficient guarantee of authenticity and
identification of the shareholder exercising his right to vote.
The Board of Directors shall determine, in the call for resolution
for each Meeting, the procedures, requirements, system and
period for the exercise, and the submission to the company, of
7

the right to cast their vote from a distance, and for the possible
revocation. Such circumstances shall be expressed in the notices
of call of the Meeting.
The Regulations governing the General Meeting of Shareholders
will determine how far in advance, in relation to the date the
General Meeting is held, the vote issued from a distance must be
received by the company. In any case, all those received within
the ten days following the date of the call must be accepted. The
Board of Directors may extend the deadline for receiving the
votes, indicating the applicable period in the notice convening the
Board Meeting in question.
The shareholders who cast their vote from a distance under the
terms indicated in this Article shall be deemed present for the
purposes of the constitution of the Board Meeting in question. As
a result, the delegations issued previously shall be deemed
revoked and those conferred afterwards shall be considered not
valid.
The vote cast from a distance to which this Article refers to, only
the following may be rescinded:
a) By the subsequent and express revocation by the same
means used to issue the vote, and within the prescribed
period for this.
b) By the attendance to the meeting by the shareholder casting
the vote either physically or via the distance communication
media referred to in Article 16 of these Articles of
Association.
c) By the sale of the shares whose ownership confers the right
to vote, to which the Company has knowledge of, at least
five days prior to the date set for the General Meeting to be
held.
Article 18)
It corresponds to the Ordinary General Meeting to review the
corporate management, approve, where appropriate, the accounts
of the previous financial year and to rule on the application of the
results.
All Meetings not provided for in the preceding paragraph shall be
considered an Extraordinary General Meeting.
Article 19)
The deliberations of the General Meetings, whether ordinary or
extraordinary, shall be recorded in the minutes with the
requirements demanded by Law. The act may be approved by
means of any of the procedures permitted by Law.
8

- B BOARD OF DIRECTORS.
Article 20)
The Board of Directors is the body responsible for the management
and representation of company and shall consist of a number of
Board Members not less than 7 and not more than 15.
Determining the number of Board Members which the Board of
Directors must comprise at all times, always within the minimum
and maximum established in the previous paragraph,
corresponds to the General Meeting of Shareholders.
The system of delegations and powers of attorney shall comply
with the provisions set out in the Law.
The Board of Directors shall appoint an Audit and Control
Committee from among its members. The number of members of
the Audit and Control Committee shall not be less than three and
no more than five and shall be established by the Board of
Directors. The majority of the members of the Audit and Control
Committee should be Board Members and must not be
executives of the company. The Audit and Control Committee
shall have the powers and shall be governed by the rules of
operation which are listed below.
Without prejudice to any other duties assigned by the Law, the
General Meeting or the Board of Directors and the Audit and
Control Committee shall have the following basic responsibilities:
a) Report to the General Meeting of Shareholders regarding
the issues raised by the shareholders in the Meeting
regarding their powers, and consider the suggestions
regarding this matter raised by the shareholders, the
Board of Directors and the executives of the Company.
b) Propose to the Board of Directors, and submit for the
approval of the General Meeting of Shareholders, the
appointment of the accounts auditor, his contract
conditions, the scope of his professional services and,
where appropriate, the revocation or the nonrenewal of
the appointment;
c) Relationships with the external auditors, evaluate the
results of each audit and the management team's
response to its recommendations and mediate in cases of
discrepancies between the former and the latter regarding
the applicable principles and criteria in the preparation of
the financial statements, as well as to receive information
9

on any issues that may put at risk the independence of
the auditors and any others related to the development
process of the accounts audit, and other communications
provided for in the accounts auditing legislation and in the
technical standards of the audit.
In any case, the Audit and Control Committee should
annually receive from the Accounts Auditor the written
confirmation of his independence from the entity or
entities linked to it, directly or indirectly, as well as the
information of any kind of additional services rendered to
these entities by the aforementioned Auditor, or by
persons or entities linked to it in accordance with the
provisions set out in Law 19 / 1988 of 12 July regarding
Accounts Auditing.
The Audit and Control Committee shall issue, prior to the
issuance of the Accounts Audit Report, a report which
shall express an opinion regarding the independence of
the Accounts Auditor. This Report will have to rule, in any
event, on the additional services rendered which are
referred to in the preceding paragraph.
d) Monitor the fulfilment of the audit contract, ensuring that
the opinion regarding the accounts and the main contents
of the audit Report are drafted in a clear and precise
manner.
e) Supervision of the internal audit services of the Company,
know and verify the adequacy, effectiveness and integrity
of the process of preparation and presentation of the
regulated financial reporting and of the internal control
systems, and review the appointment and replacement of
the responsible persons.
f) Review the accounts of the company, monitor the
compliance of the legal requirements and the correct
application of generally accepted accounting principles,
as well as report the proposals raised to amend the
accounting principles and criteria suggested by
management.
g) Review the issue prospectuses and the periodic financial
reporting which the Board of Directors must provide to the
markets and their supervisory bodies.
h) Examine the compliance with the Internal Code of
Conduct in matters relating to the Securities Markets, the
10

Regulations governing the Board of Directors, the
Regulations of the General Meeting of Shareholders and,
in general, the rules of governance of the company, and
raise the necessary proposals for improvement. In
particular, it corresponds to the Audit and Control
Committee to receive information and, where appropriate,
issue a report regarding disciplinary measures against
members of the senior management team of the
Company.
The Audit and Control Committee shall designate a Chairman
from among its members, who shall be a non-executive Board
Member. The term of his office shall be a maximum of four years,
and he may be re-elected after a period of one year after his
cessation. The Secretary of the Board of Directors shall act as
Secretary in the Committee, and the Deputy Secretary of the
Board of Directors shall act as such in the absence thereof,
where appropriate. The resolutions adopted at each session shall
be recorded and these shall be reported the plenary of the Board.
The Committee shall be validly constituted when the meeting is
attended by more than half of its members. If the number of
those attending were an odd number, the immediately lower
whole number shall be deemed sufficient. The resolutions shall
be adopted by the absolute majority of those attending the
meeting.
The Audit and Control Committee shall meet periodically
depending on the needs and at least four times a year. One
meeting must be, by requirement, devoted to the assessment of
the efficiency and the compliance with the rules and procedures
governing the Company and to prepare the information that the
Board of Directors must approve and include in its annual public
documentation. It shall be convened by its Chairman when he
deems appropriate or by order of the Chairman of the Board of
Directors, or by two members of the Committee itself. The notice
of call shall be executed by letter, telegram, fax or email, not less
than five days from the date of the meeting.
Any member of the management team or staff of the Company is
obliged to attend the meetings of the Audit and Control
Committee when required to do so, and they shall cooperate with
the Committee and provide the Committee access to the
information in his possession. The Committee may also require
the attendance of the Accounts Auditors to its meetings.
For the best performance of its functions, the Audit and Control
Committee may seek the advice of external professionals whose
recruitment shall be approved by the Board of Directors, which
11

may not refuse the recruitment unless a good reason is given,
taking into account the best interests of the Company.
Article 21)
Article 22)
The Board Members shall hold office for a period of five years but
may be re-elected by the General Meeting as often as it is deemed
appropriate and for periods of equal length.
The Board of Directors shall meet when the interests of the
company so requires, and at least once every three months. It
shall be convened by the Chairman or by the person acting in his
stead.
The Board Meeting shall be considered validly constituted when the meeting is attended
by, present or by representation, more than half of the members of
the Board of Directors. Any Board Member may grant, in writing, a
proxy to another Board Member. In order to adopt resolutions, the
affirmative vote of a majority of the Board Members present at the
meeting is required, except in cases in which the Law requires a
qualified majority.
The discussions and resolutions of the Board shall be recorded in a minute book, and
each act shall be signed by the Chairman and the Secretary, or by
those acting in their stead.
Article 23)
The Board of Directors shall have the full powers for the
management and representation of the company, with the only
limitation arising from the legal and statutory competence of the
General Meeting of Shareholders.
For purely declarative purposes and without limitation, the Board
of Directors shall have, among others, the following powers:
a) Designate, from among its members, a Chairman and, where appropriate, one or
more Vice-Chairmen, of which at least one shall be
appointed from among the independent Board Members.
Designate, also, a Secretary who is not necessarily a
Board Member.
b) Establish the convening of the Meetings, both ordinary and extraordinary, as and
when appropriate, in accordance with the present Articles
of Association, drafting the Agenda and formulating the
proposals which are appropriate and in accordance with
the nature of the Board that is convened.
c) Represent the company, in court and outside it, in all matters and in
administrative and judicial, civil, commercial and criminal
acts before the Administration of the State and public
corporations of all kinds, as well as before any court
12

(ordinary, administrative, special, labour, etc.) including the
Supreme Court, and in any instance, exercising all types of
actions that correspond to defend their rights and with the
express power to answer interrogatories in judicial
confession, giving and granting the relevant powers to
solicitors and appointing attorneys to represent and defend
the Company before such courts and agencies.
d) Direct and manage the business, taking into account the
management thereof in a consistent manner. To this end,
the rules of governance and the system of administration
and operation of the company shall be established,
organising and regulating the technical and administrative
services of the same.
e) Enter into all kinds of contracts and carry out administration and disposition
actions on any type of goods or rights, through agreements
or conditions it considers appropriate, and establish and
cancel mortgages and other liens or in rem rights over the
assets of the company, as well as waive, with or without
payment, all sorts of privileges or rights. It may also decide
on whether the company participates in other companies
or corporations, and the constitution, dissolution and
liquidation of subsidiary companies.
f) Bear the signature and act on behalf of the company in all kinds of banking
transactions, opening and closing current accounts, having
them available, intervening in bills of exchange as drawer,
acceptor, guarantor, endorser, endorsee or holder thereof,
open secured or unsecured loans and cancel them,
execute the transfer of funds, annuities, loans or securities
using any method of transaction or movement of money,
approve settled account balances, establish and withdraw
deposits or bonds, offset accounts, formalize exchanges,
etc., all feasible at the Bank of Spain and at the official
Bank, as well as at private bank entities and any other
agency of the Administration of the State.
Provide warranties, guarantees and collateral in favour of
third parties.
g) Appoint, assign and dismiss all personnel of the company,
and assign them the appropriate salaries and bonuses.
h) Accept the resignation of the Board Members.
i) Designate an Executive Committee from among its
members, and one or more Managing Directors, without
prejudice to the powers conferred on any person. The
Board of Directors may also designate other Committees,
13

along with the functions and powers relating to matters or
specific areas of corporate management and
administration.
j) Regulate the operation of the Board in all matters not
specifically covered by Law or by these Articles of
Association.
In accordance with what is stated in paragraph one of this article,
the powers listed above are for purely declarative purposes and
without limitation, with the understanding that all powers that are
not expressly reserved for the General Meeting shall correspond to
the Board of Directors.
Article 24)
The remuneration of the Board of Directors shall consist in a
fixed and specified monthly allowance and in allowances
allocated for attending the meetings of the Board of Directors, as
well as the meetings of its Committees. The total remuneration
amount that the Company may compensate all of its Board
Members, for both items, shall be determined by the General
Meeting of Shareholders for this purpose, which shall remain in
force until an amendment of this provision is not agreed upon by
the General Meeting. The setting of the exact amount to be paid
within this limit, and its distribution among the various Board
Members, shall correspond to the Board of Directors.
Additionally, and irrespective of the remuneration referred to in
the previous section, the establishment of remuneration systems
is provided for. These are linked to the value of the market price
of the shares, or involving the delivery of shares or of stock
option rights to the Board Members. The application of these
remuneration systems must be approved by the General Meeting
of Shareholders which will determine the value of the shares
used as a reference, the number of shares to be delivered to
each Board Member, the strike price of the stock option rights,
the term of duration of this system of remuneration and other
conditions deemed appropriate.
The remuneration provided for in this article shall be compatible
and shall be understood as independent of the salary
remuneration, indemnities, allowances or compensation of any
kind which, in general terms or in individual terms, are
established in each contract for those members of the Board of
Directors having an employment relationship with the Company,
ordinary or in special senior management, or a relationship with
respects to the provision of other kinds of services,
notwithstanding the fact that the corresponding amounts must be
stated in the Annual Report under the terms provided in Article
14

260.9 of the Capital Corporations Act and other applicable
provisions.
CHAPTER IV. FISCAL YEAR, ANNUAL ACCOUNTS AND THE APPLICATION OF THE
RESULTS
Article 25) The fiscal year begins on January first and ends on December 31
of each calendar year.
Article 26)
Article 27)
Within a maximum period of three (3) months, counted from the
end of each fiscal year, the Board of Directors shall prepare the
annual accounts, which shall include the Balance Sheet, the Profit
and Loss Statement, a statement reflecting the changes in Net
Equity for the year, a cash flow statement and the Report, the
management report, the proposed application of results and,
where appropriate, the consolidated management accounts and
report in accordance with the valuation criteria and with the
structure required by Law.
The General Meeting shall decide on the application of the results
for the year in accordance with the approved balance sheet.
CHAPTER V. DISSOLUTION AND LIQUIDATION OF THE COMPANY.
Article 28)
Article 29)
Article 30)
The Company shall be dissolved in the situations established by
Law.
The appointment and number of liquidators, which shall always be
an odd number, shall be agreed upon by the General Meeting at
the proposal of the Board of Directors.
In the liquidation of the Company, the rules set out in the Law shall
be observed.
15

ACTIVITY REPORT OF THE APPOINTMENTS AND
REMUNERATION COMMITTEE DURING THE 2011
FINANCIAL YEAR
The composition, powers and operation of the Appointments and Remuneration Committee are regulated
by statute, through Article 26 of the Regulations governing the Board of Directors.
Composition of the Committee.
During the 2011 financial year, the chairmanship of the Committee has been held by Mr. Juan José
Toribio. The composition of the Committee was last modified on 23 March 2011 when the Committee
went on to have a total of 4 members, including the Independent Board Member, Mr. Ignacio López del
Hierro Bravo.
As determined by the Regulations governing the Board of Directors, the number of members of the
Committee shall not be less than three and not more than six, and is set by the Board of Directors.
All the members of the Appointments and Remuneration Committee are non-executive Board Members,
and the chairman is an independent Board Member.
Activities undertaken by the Committee during the 2011 financial year.
The Committee met four times during the 2011 financial year, on the following dates: 23 February, 25
April, 18 May and 17 October.
The activities carried out in these meetings were as follows:
‣ Assessment of the incorporation of a new Board Member to the Board of Directors of Amper
‣ Review and proposals for the remuneration of the Executives of the Amper Group, in particular
the variable remuneration system based on objectives
‣ Review, report and proposal for a remuneration plan of the management team related to the
shares of Amper
‣ Assessment of candidates who are to hold executive positions in the Management Committee and
various management positions in eLandia
‣ Review and report on the remuneration policy of the Board of Directors for 2010 and the policy
proposal for 2011
‣ Report submitted to the Board of Directors with the performance evaluation of the Board, the
Chairman and the Chief Executive Officer
1 of 1

REMUNERATION POLICY REPORT OF THE BOARD OF DIRECTORS OF AMPER,
S.A. CORRESPONDING TO 2011 AND 2012
In accordance with the provisions of recommendation 40 of the Unified Code of
Corporate Governance of Listed Companies and OF Article 61 Ter of the Securities
Market Act, the Board of Directors approves this remuneration policy report of the
Board of Directors of Amper, S.A. corresponding to 2011 and 2012, to be made
available to the Shareholders in connection with the next General Meeting for advisory
vote.
A) Remuneration policy approved by the Board of Directors for 2012.
The remuneration policy of the Board of Directors for 2012 is to continue applying
the one in force since 1 July 2011, which was agreed upon in 2009, adjusted for the
resolutions adopted in 2011 which were intended to:
(i) cooperate in the effort to reduce spending and the austerity being undertaken
by the Amper Group, and this despite the fact that the average remuneration of
the external advisers of Amper existing until 2011, the year in which this
decision was taken, was less than 30% of the average remuneration of external
advisers of companies of similar capitalization in Spain, reason for which and
effective as of 1 July 2011, the allowances and the fixed payment amounts of
the Board of Directors and of the Committees were reduced by 15%, and
(ii) recognise the dedication of the Chairman to tasks that go beyond those which
are merely institutional and related to the Chairmanship and which encompass
the responsibility for the internal audit areas and the investor relations
All this in the terms detailed in the Remuneration Policy Report of the Remuneration
of the Board of Directors corresponding to 2010 and 2011 that was approved at the
General Meeting of Shareholders held in June 2011.
Therefore, the remuneration policy currently in force consists in the following:
(i) Apply a ceiling limit (determined in the General Meeting held in June 2009) of
750,000 Euros for the annual remuneration of the Board of Directors in concepts of
a fixed payment and attendance allowances.
(ii) Distribute this amount among the various members of the Board of Directors and
according to the appropriate concept, in accordance with what was agreed upon by
this body in 2011, and taking effect as of 1 July 2011 in the following manner:
- Fixed monthly remuneration of the Chairman of the Board of Directors: 6,375
Euros.
- Fixed monthly remuneration of the Board Members: 2,125 Euros.
- Allowance of the Chairman for his attendance to the Board of Directors
meetings: 3,825 Euros.
- Allowance of the Board Members for their attendance to the Board of Directors
meetings: 1,275 Euros.
- Allowance of the Chairman of the Board of Directors for his attendance to the
Board Committees: 1,530 Euros.

- Allowance of the Board Members for their attendance to the Board Committees:
510 Euros.
- The remunerated attendance to meetings shall be limited to a maximum of six
(6) for each
Currently, as in 2011, there are three (3) Board Committees still existing: Executive
Committee, Audit and Control Committee and the Appointments and Remuneration
Committee
Assuming that all Board Members attend all meetings and the total number of
Board Members, Board Committees and every Committee member is maintained,
the total remuneration of the Board for these concepts shall be within the limit of
750,000 Euros, which is the amount approved by the Board and which remains in
force for 2012.
Please note that during the period of 1 January 2011 to 30 June 2011, the amounts
established were those set out in the Remuneration Policy Report of the Board of
Directors of Amper, S.A. corresponding to 2011 and 2012 approved by the General
Meeting of Shareholders held on June 2011 and to which we refer.
The previous system was applied equally to all Board Members and, with the
exception of what is subsequently indicated for the Chief Executive Officer, there
are no other variable remuneration concepts or pension systems for the Board
Members during their capacity as such.
In the case of the Chief Executive Officer, incorporated in July 2010, the conditions
applicable to it consist of a fixed and a variable remuneration up to 50% of the fixed
remuneration, the right to a car and health, life and civil liability insurance in
accordance with the policies of the group and the right to receive the equivalent of
two years' gross remuneration upon termination of the Board Member’s office.
Effective as of 1 January 2012, with a favourable report from the Appointments and
Remuneration Committee, the Board of Directors agreed to increase the variable
remuneration of the Chief Executive Officer up to 65% of the fixed remuneration.
Additionally, during 2011, the Board of Directors and the General Shareholders
Meeting approved a Stock Option Plan for the Board Members and including the
Chief Executive Officer among its beneficiaries which can only be exercised after 1
July 2014 in the event that the conditions for its exercise are met. The Plan
includes a maximum of 408,000 shares representing 1.38% of the total capital, of
which a maximum of 80,000 shares will correspond to the Chief Executive Officer.
The complete conditions of the Stock Option Plan are contained in the resolutions
of the General Meeting of Shareholders held on 29 June 2011 published as a
Significant Event in the National Securities Market Commission.
B) Other information concerning the remuneration of the Board of Directors in
2011
The total amount paid during the year 2011 to all members of the Board of
Directors of Amper, S.A. for all concepts, excluding the amounts received by the
Executive Directors in their capacity as such, and those arising from indemnification
concepts due to the termination of the office held amounted to a total of 563
thousand Euros. The breakdown by type of the Board Members is as follows:

Board Member Type
(in thousands of Euros)
Executives 46
External nominees 149
External independent 368
TOTAL 563
Of the 563 thousand Euros, 318 thousand Euros correspond to the fixed stipend
and 245 thousand Euros correspond to the allowances for attending the meetings
of the Board of Directors and its Committees allocated to the Board Members. This
amount is within the limit set by the General Meeting of Shareholders and in
accordance with Article 24, paragraph one of the Articles of Association and
amounts to 750 thousand Euros for both concepts.
The breakdown and distribution of this individual amount allocated to the Board
Members in accordance with what is provided in Article 61 Ter of the Securities
Market Act is as follows:
Fixed
Remuneration
(Thousands of Euros)
Allowances
for
Attendance
Total as per
the articles
of
association
Mr. Jaime Espinosa de los Monteros 68 67 135
Tvikap AB represented by Mr. José Manuel Arr 28 26 54
Botija i
16
Mr. Gorka Barrondo Agudín (until 26 07.11)
Banciella (since 26.07.11) ii
CCM Renting, S.A. represented by Mr. Luis Sua 11
Mr. Pedro Mateache Sacristán 28 20 48
Mr. José F. Mateu Istúriz 28 22 50
Mr. Luis Rivera Novo 28 22 50
Mr. José Sancho García 28 14 42
Mr. Juan José Toribio Dávila 28 17 45
Mr. Juan Carlos Ureta Domingo (until 23.03.11) 5 5 10
Mr. Alfredo Redondo Iglesias
28
18
46
Mr. Ignacio López del Hierro Bravo (since 29.06.11) 22
14
36
TOTAL 318 245 563
16
4
32
15
Also, there is an amount of 421 thousand Euros which corresponds to the total
salary remuneration (fixed and variable, cash and in kind) of the Chief Executive
Officer for the performance of executive functions in the Company in accordance
with his contract with the Company.
There have been no Pension Fund allocations or loans granted or guarantees
provided to any member of the Board of Directors.
In Madrid on 17 May 2012
Mr. Jaime Espinosa de los Monteros
Mr. Alfredo Redondo Iglesias

Mr. Ignacio Javier López del Hierro Bravo
Mr. Luis Rivera Novo
Mr. José Francisco Matéu Isturiz
Mr. José Sancho García
Mr. Juan José Toribio Dávila
Caja Castilla La Mancha Renting S.A.,
represented by Mr. Luis Suárez Banciella. (i)
Mr. Pedro Mateache Sacristán
Aralia Asesores, S.L., represented by
Mr. José Manuel Arrojo Botija (ii)
i
(i) CCM Renting S.A. has been a Board Member since 26 July 2011.
(ii) Aralia Asesores, S.L. has been a Board Member since 25 January 2012.
ii Representative of Caja Castilla La Mancha Renting, S.A.

ACTIVITY REPORT OF THE AUDIT AND
CONTROL COMMITTEE DURING THE 2011
FINANCIAL YEAR
1. Introduction
The Board of Directors of Amper established the Audit and Control Committee from among its
members on 19 March 1997.
The Audit and Control Committee is mandatory for listed companies since the entry into force of
Law 44 / 2002 of 22 November regarding Measures to Reform the Financial System, and its
composition, powers and function are governed by the provisions set out in Article 20 of the
Articles of Association and the provisions set out in Article 25 of the Regulations governing the
Board of Directors, as detailed below.
The functions of the Audit and Control Committee of Amper have been, at all times, adapting to
the current regulations and to the national and international best practices.
The Regulations governing the Board of Directors, which regulates the function of the Audit and
Control Committee of Amper, includes the recommendations made by the Unified Code of Good
Corporate Governance published in 2006 by the National Securities Market Commission.
Furthermore, Law 12 / 2010 of 30 June which amends the Accounts Audit Act, the Securities
Market Act and the Corporations Act (subsequently replaced by the Capital Corporations Act)
established new powers and responsibilities to be given to the Audit Committees of listed
companies, and which Amper had already provided for in the regulation of the Audit and Control
Committee.
In the same manner, the Report of the Expert Groups of the CNMV (National Securities Market
Commission) regarding the internal control of financial reporting in listed companies which was
published in February 2010 recommended that new responsibilities be given to the Audit
Committees of listed companies in relation to the supervision of this information. Amper is
carrying out an analysis of these recommendations having included several of these issues in
the new powers of the Audit and Control Committee.
In the framework of the corporate governance system, the Audit and Control Committee of
Amper has been carrying out extensive work in matters within its competence.
This Activities report of the Audit and Control Committee of Amper corresponding to the 2011
financial year was approved at the meeting held by this Commission on 18 April 2012 and
submitted to the Board of Directors at its meeting held on 25 April 2012 and will be made
available to the shareholders of the Company by its inclusion in the Annual Report of Amper as
a result of the convening of the General Meeting of Shareholders scheduled to be held on 27
June 2012.
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2. Regulation
Powers of the Audit and Control Committee.
In accordance with Article 25.2 of the Regulations governing the Board of Directors, the Audit
and Control Committee shall have the following powers and shall be governed by the rules of
operation which are listed below:
a) Report to the General Meeting of Shareholders regarding the issues raised by the
shareholders in the Meeting regarding their powers, and consider the suggestions regarding
this matter raised by the shareholders, the Board of Directors and the executives of the
Company.
b) Propose the appointment of the auditor, the contract conditions, the scope of their
professional services and, where appropriate, the revocation or the nonrenewal of the
appointment;
c) Relationships with the external auditors, evaluate the results of each audit and the
management team's response to its recommendations and mediate in cases of
discrepancies between the former and the latter regarding the applicable principles and
criteria in the preparation of the financial statements, as well as to receive information on
any issues that may put at risk the independence of the auditors and any others related to
the development process of the accounts audit, and other communications provided for in
the accounts auditing legislation and in the technical standards of the audit.
In any case, the Audit and Control Committee should annually receive from the Accounts
Auditor the written confirmation of his independence from the entity or entities linked to it,
directly or indirectly, as well as the information of any kind of additional services rendered to
these entities by the aforementioned Auditor, or by persons or entities linked to it in
accordance with the provisions set out in Law 19 / 1988 of 12 July regarding Accounts
Auditing.
The Audit and Control Committee shall issue, prior to the issuance of the accounts audit
report, a report which shall express an opinion regarding the independence of the Accounts
Auditor. This Report will have to rule, in any event, on the additional services rendered
which are referred to in the preceding paragraph
d) Monitor the fulfilment of the audit contract, ensuring that the opinion regarding the accounts
and the main contents of the audit Report are drafted in a clear and precise manner.
e) Supervision of the internal audit services of the Company, and in particular the following;
• Ensure the independence and effectiveness of the internal audit operation;
• Propose the selection, appointment, re-election and the cessation of the head of the
internal audit service.
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• Propose the budget for this service.
• Review the annual work plan of the internal audit and the annual report of its activities.
• Receive periodic information regarding its activities, and
• Verify that the Senior Executives take into account the conclusions and the
recommendations of the reports.
f) Review the accounts of the company, monitor the compliance of the legal requirements and
the correct application of generally accepted accounting principles, as well as report the
proposals raised to amend the accounting principles and criteria suggested by
management.
g) Be aware of the financial reporting process and the internal control systems. In this regard:
• Monitor the development process and the integrity of the financial reporting relative to
the Company and the Group, monitoring the compliance with the regulatory
requirements, the appropriate delimitations of the scope of consolidation and the correct
application of the generally accepted accounting principles, give an accounting thereof to
the Board of Directors and reporting the proposed amendments to the accounting
principles and criteria suggested by management. The Committee shall verify that the
quarterly and semi-annual financial statements are prepared using the same accounting
principles as the yearly financial statements.
• Periodically review the internal control and risk management systems, ensuring that the
following are identified, as a minimum:
i) The various types of risks (operational, technological, financial, legal, reputational,
etc.) to which the Company is exposed.
ii) The determination of the level of risk that the Company considers acceptable.
iii) The measures in place to mitigate the impact of the identified risks, should they
materialise.
iv) The information and internal control systems which are to be used to control and
manage these risks, including the contingent liabilities and the off balance sheet
risks.
h) Review and report the issue prospectuses at the outset and, in general, the information that
the Board of Directors must provide to the markets and their supervisory bodies.
i) Report to the Board of Directors, prior to the adoption thereby, of the relevant decisions
concerning the creation or acquisition of holding companies or companies domiciled in tax
havens, as well as any transactions or operations of a comparable nature which, because of
its complexity, may impair the transparency of the Company.
j) Establish and monitor the performance of a procedure which will allow employees to report
to the Committee the potential irregularities, specifically the financial and accounting
irregularities, and in a confidential manner, and if necessary, anonymously, that they may
have detected in the operation of the Company.
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k) Examine the compliance with the Internal Code of Conduct in matters relating to the
Securities Markets, the Regulations governing the Board of Directors, the Regulations of the
General Meeting of Shareholders and, in general, the rules of governance of the company,
and raise the necessary proposals for improvement. In particular, it corresponds to the Audit
and Control Committee to receive information and, where appropriate, issue a report
regarding disciplinary measures against members of the senior management team of the
Company.
Likewise, the Board of Directors at its meeting held on 25 April 2012, approved an amendment
to Article 25.2 of the Regulations governing the Board of Directors to include, among the powers
of the Audit and Control Committee, the following:
- Inform the Board of Directors of the financial reporting that the company must
periodically disclose.
- Receive information from the person responsible for fiscal matters regarding the applied
fiscal policies and regarding the fiscal implications of the transactions or matters which
are submitted to the Board of Directors for approval.
- Evaluate their performance and the quality of their work at least once a year.
Composition of the Audit and Control Committee.
The Audit and Control Committee, as of 31 December 2011, was composed of the following
members:
Members Member Type Appointment Role
Mr. José Francisco Matéu Isturiz Independent 30.06.08 Member
Tvikap AB
(represented by Mr. José Manuel Arrojo Botija)
Nominee 25.02.09 Member
Luis Rivera Novo Independent 19.05.11 Chairman
Caja Castilla La Mancha Renting, S.A.
(represented by Mr. Luis Suárez Banciella)
Nominee 21.09.11 Member
During the 2011 financial year, the following changes in the composition of the Audit and
Control Committee were produced:
The Board of Directors, at its meeting held on 23 March 2011, approved the resignation of Mr.
Juan Carlos Ureta Domingo as Board Member and as the Chairman of the Audit and Control
Committee. Likewise, the Board of Directors, at its meeting held on 26 July 2011, accepted the
resignation of Mr. Gorka Barrondo as Board Member and as a member of the Audit and Control
Committee.
The Audit and Control Committee, at its meeting held on 19 May 2011, agreed to appoint Mr.
Luis Rivera Novo as Chairman of the Committee.
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The Board of Directors, at its meeting held on 21 September 2011, agreed to appoint the “Caja
Castilla La Mancha Renting, S.A.” Board Member, represented by Mr. Luis Suárez Banciella, as
a member of the Audit and Control Committee.
Finally, the Board of Directors, at its meeting held on 25 January 2012, agreed to accept the
cessation of TviKap AB as Board Member and as a member of the Audit and Control
Committee, and appointing by cooptation, the company Aralia Asesores, S.L. as Board Member
and as a member of the Audit and Control Committee, represented by Mr. José Manuel Arrojo
Botija.
As determined by the Regulations governing the Board of Directors Article 25.1, the number of
members of the Committee shall not be less than three and not more than five, and shall be set
by the Board of Directors. All members of the Audit and Control Committee must be External
Board Members. In such designation, the Board Member's knowledge of accounting, auditing
and risk management shall be taken into account.
The Audit and Control Committee shall designate a Chairman from among its members, who
shall be an independent Board Member. If the Chairman of the Board fulfils these criteria, he
shall then also become Chairman of the Audit and Control Committee.
The term of office of the Chairman of the Audit and Control Committee will be a maximum of
four years, and he may be re-elected after a period of one year after his cessation.
Operation of the Audit and Control Committee.
The Audit and Control Committee shall meet periodically depending on the needs and at least
four times a year.
One meeting shall be devoted to evaluate the efficiency and compliance with the rules and
procedures governing the Company and prepare the information that the Board of Directors
must approve and include in its annual public documentation. It shall be convened by its
Chairman when he deems appropriate or by order of the Chairman of the Board of Directors or
by two members of the Committee itself.
Any member of the management team or staff of the Company is obliged to attend the meetings
of the Audit and Control Committee when required to do so, and they shall cooperate with the
Committee and provide the Committee access to the information in his possession. The
Committee may also require the attendance of the Accounts Auditors to its meetings.
For the best performance of its functions, the Audit and Control Committee may seek the advice
of external professionals whose recruitment shall be approved by the Board of Directors, which
may not refuse the recruitment unless a good reason is given, taking into account the best
interests of the Company.
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3. Activities undertaken by the Audit and Control Committee during the 2011
financial year.
During the 2011 financial year, the Audit and Control Committee met on 8 occasions,
exceeding the minimum number of meetings to be convened anticipated by the Regulations
governing the Board of Directors, in order to carry out the functions entrusted to it by the Board
of Directors, and for which the necessary information and documentation has been provided.
Likewise, other additional issues have been addressed which have been deemed suitable for
the performance of their functions, and in the interests of the Company.
The following is a summary of the work carried out by the Committee in the development of the
aforementioned functions, grouping the activities regarding the competences conferred on the
Committee:
3.1 General Meeting of Shareholders
The Audit and Control Committee has, among its many responsibilities, the responsibility to
report on issues raised by the shareholders regarding their competence to the Annual General
Meeting.
The Activities Report of the Audit and Control Committee of Amper corresponding with the 2010
financial year was made available to the shareholders in the exercise of the call for the General
Meeting of Shareholders held on 29 June 2011. The Chairman of the Audit and Control
Committee attended the General Meeting of Shareholders held on 29 June 29 2011. The
shareholders did not raise any issue regarding matters within its competence.
Also, for the next Annual General Meeting, scheduled to be held on 27 June 2012, this activities
report of the Audit and Control Committee of Amper corresponding to the 2011 financial year
shall be included in the Annual Report of Amper and shall be made available to the
shareholders at the moment the General Meeting of Shareholders is convened.
3.2 External Audit
The Audit and Control Committee, at its meeting held on 19 May 2011, agreed to propose to the
Board of Directors the appointment of KPMG as the external auditor of Amper, S.A. and of its
consolidated group for the 2011, 2012 and 2013 financial years after assessing all the economic
and qualitative aspects presented in its proposal.
The General Meeting of Shareholders held on 29 June 2011 approved the appointment of
KPMG Auditores, S.L. as the accounts auditors of Amper, S.A. and of its consolidated group of
companies for a period of three years.
The Audit Committee held five meetings with the external auditors during the 2011 financial
year in which they were informed of the audit process of the Annual Accounts Audit for the
financial year, as well as issues and considerations relating thereto.
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The audit reports on the individual and consolidated accounts of Amper, S.A. for the 2011
financial year have been issued by the external auditors without qualification.
Likewise, the semi-annual consolidated financial statements for the 2011 financial year were
reviewed by the external auditor. The limited review report issued by the auditor regarding the
consolidated financial statements on 30 June 2011 did not include exceptions.
In fulfilling its function to assess any issue that may jeopardise the independence of the
auditors, the Audit and Control Committee oversaw the amounts of the fees paid to the auditors
during the 2011 financial year for all services rendered.
2011 Financial year Thousands of Euros
Audit and related services 556
Other Services 5
Total 561
The Audit and Control Committee received written confirmation from the external auditor
regarding his independence, as well as the information of any additional services provided to
these entities by the external auditor or by persons or entities related to it in accordance with the
provisions set out in the Accounts Auditing Act. The Audit and Control Committee found that
there are no subjective reasons to question the independence of the Accounts Auditor to
perform his function.
3.3 Internal Audit
The Audit and Control Committee has, among its many responsibilities, the responsibility to
monitor the functions and activities of the Internal Audit of the Amper Group.
During the 2011 financial year, the Committee reviewed the Annual Activities Report of the
Internal Audit for the 2010 financial year, and it assessed the action carried out by the Internal
Audit Department with regards the work carried out by it.
The Committee approved the Internal Audit Plan for the 2011 financial year, as well as the
financial budget and the human resources budget for the Internal Audit Department.
Also, during the 2011 financial year, the Audit and Control Committee has received prompt
information regarding the development, conclusions and recommendations of all the work
carried out by the Internal Audit Department in different organizational areas and processes of
management and control of the Group, and highlighting the following activities:
‣ monitoring and analysis of the Risk Map of the Company for the 2011 financial year
‣ Adequacy of the Internal Control System of Financial reporting to the regulatory
requirements (SCIIF) and the supervision of the formal implementation of the SCIIF.
‣ Review and analysis of the quarterly financial reporting of the Group submitted to the
National Securities Market Commission.
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‣ Review and analysis of the annual accounts and of the individual and consolidated
management reports of Amper, S.A. and its subsidiary companies.
‣ Visits to the foreign subsidiary companies of the Group.
‣ Monitoring the evolution of the activity of the business areas of the Amper Group.
‣ Review of the accounting integration of the eLandia subgroup in the consolidated
financial statements of the Amper Group: verification of the proper delimitation of the
scope of consolidation and the correct application of accounting principles.
‣ Monitoring the SCIIF: review of all of the risks of an operational and accounting nature in
all of the business units of the Amper Group in Spain.
‣ Analysis of the financial management and of the Cash Flow of the Company.
‣ Follow up to the complaints and allegations box.
3.4 Review of the financial reporting
In fulfilment of its supervisory function of the development process and integrity of the financial
reporting of the Amper Group, the Audit and Control Committee reviewed, prior to its formulation
by the Board of Directors, the Management Report and the Individual and Consolidated Annual
Accounts for the 2011 financial year of Amper, S.A., and reported favourably regarding them
and regarding the Annual Corporate Governance Report.
In addition, the Audit and Control Committee reviewed, prior to its approval by the Board of
Directors, the quarterly periodic financial reporting to submit to the National Securities Market
Commission corresponding to the 2011 financial year, verifying that the quarterly and semiannual
financial statements were prepared under the same accounting principles as the annual
accounts.
3.5 Internal control and risk management systems
The functions of the Audit and Control Committee include the periodic review of the internal
control and risk management systems.
The Audit and Control Committee has monitored the Risk Map of the Group for the 2011
financial year, ultimately monitoring the process of identifying risks of errors in the financial
reporting of the Group during the 2011 financial year based on reports issued by the Internal
Audit Department.
During the 2011 financial year, and related to the adaptation and implementation of the Internal
Control System of Financial reporting to the regulatory requirements (SCIIF), in accordance with
the recommendations published by the CNMV in the "Expert Group Report regarding the
internal control of the financial reporting in listed companies," the primary objective of the Audit
and Control Committee has been to comply with these recommendations and begin its
implementation in terms of the functions entrusted to the Audit and Control Committee.
During the 2011 financial year, the Board of Directors, and proposed by the Audit and Control
Committee, approved the framework policy on which to base the internal control system
regarding the Financial reporting ("Basic SCIIF Lines"). In developing the framework policy
during the 2011 financial year, the Audit and Control Committee adopted a SCIIF monitoring
policy in which the criteria for that the aforementioned monitoring should follow is established,
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as well as the tasks reserved by the Audit Committee and what activities are delegated within
the Internal Audit function. The Internal Audit Directorate has, among its many functions, the
responsibility to support the Audit Committee in monitoring the proper design, implementation
and effective operation of the information and internal control systems, including the SCIIF.
The Audit Committee, at its meeting held on 22 February 2012, approved the 2012-2014 Multi-
Year SCIIF Monitoring Plan for the Amper Group which includes carrying out tests and reviews
on the areas which are considered relevant (based on the quantitative or qualitative risk
assessment criteria), and encompassing the totality of the same throughout the period of three
years covered by the Plan.
The external auditor has reviewed the information of the SCIIF submitted to the markets for the
2011 financial year without revealing any inconsistency or incident that may affect this
information.
3.6 Other issues
The Audit and Control Committee has been informed of the communications received during the
2010 financial year from the administrative authorities of supervision and control, as well as of
the measures adopted to comply with the requirements of such bodies.
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4. ACTION PLAN FOR THE 2012 FINANCIAL YEAR
The Audit and Control Committee, at its meeting held on 22 February 2012, approved the
Annual Internal Audit Plan for the 2012 financial year in accordance with the provisions set out
in the Internal Audit Operating Procedure of the Amper Group.
The Internal Audit Directorate designs the Annual Plan of activities based on the identification
and assessment of the risks inherent in the activity carried out by all areas of business of the
Amper Group and takes into account issues and priorities of the Amper Group as a whole. The
Annual Audit Plan may be adjusted or modified in accordance with the priorities conveyed by
the Audit and Control Committee, or upon proposal of the Internal Audit, in which case it shall
be submitted for approval by the Audit and Control Committee. Included in the Internal Audit
Plan for the 2012 financial year, the Audit and Control Committee approved the Multi-Year
Monitoring Plan of the Internal Control System with regards to the Financial Reporting (SCIIF) of
the Amper Group covering three years 2012-2014.
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Company Information
BOARD OF DIRECTORS OF AMPER, S.A. at 31 December 2011
Chairman
Mr. Jaime Espinosa de los Monteros Pitarque
Chief Executive Officer
Mr. Alfredo Redondo Iglesias
Members
Mr. Pedro Mateache Sacristán
Mr. José Francisco Matéu Isturiz
Mr. Luis Rivera Novo
Mr. José Sancho García
Mr. Juan José Toribio Dávila
Tvikap AB represented by Mr. José Manuel Arrojo Botija
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Mr. Ignacio Javier López del Hierro Bravo
Secretary-Legal Adviser (Non-Board Member)
Ms. Mónica Martín de Vidales Godino
Deputy Secretary of the Board of Directors (Non-Board Member)
Mr. José Martos Martínez
Changes produced in the Board of Directors of AMPER, S.A. during the 2011
financial year and until the date of publication of this Annual Report
Appointments
Mr. Ignacio Javier López del Hierro Bravo
Was appointed Board Member on 29 June 2011.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Was appointed Board Member on 26 July 2011.
Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija.
1

Was appointed Board Member on 25 January 2012.
Veremonte España, S.A., represented by Mr. Yago Méndez Pascual.
Was appointed Board Member on 21 May 2012.
Resignations
Mr. Juan Carlos Ureta Domingo
Submitted his resignation on 23 March 2011.
Mr. Gorka Barrondo Agudín.
Submitted his resignation on 26 July 2011.
Tvikap AB, represented by Mr. José Manuel Arrojo Botija
Submitted his resignation on 25 January 2012.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Submitted his resignation on 21 May 2012.
EXECUTIVE COMMITTEE at 31 December 2011
It was established on 26 July 2010.
Chairman
Mr. Jaime Espinosa de los Monteros Pitarque
Members
Mr. Alfredo Redondo Iglesias
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Tvikap AB represented by Mr. José Manuel Arrojo Botija
Mr. José Sancho García
Mr. Luis Rivera Novo
2

Changes produced in the Executive Committee of AMPER, S.A. during the 2011
financial year and until the date of publication of this Annual Report
Appointments
Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija.
Appointed as a member of this Committee on 25 January 2012.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Appointed as a member of this Committee on 21 September 2011.
Resignations
Mr. Gorka Barrondo Agudín.
Submitted his resignation as a member of this Committee on 21 September 2011.
Tvikap AB, represented by Mr. José Manuel Arrojo Botija
Submitted his resignation as a member of this Committee on 25 January 2012.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Submitted his resignation as a member of this Committee on 21 May 2012.
APPOINTMENTS AND REMUNERATION COMMITTEE at 31 December 2011
Chairman
Mr. Juan José Toribio Dávila
Members
Mr. Pedro Mateache Sacristán
Mr. José F. Mateu Isturiz
Mr. Ignacio López del Hierro Bravo (from 23 March 2011)
AUDIT AND CONTROL COMMITTEE at 31 December 2011.
Chairman
Mr. Luis Rivera Novo
Members
Mr. José F. Mateu Isturiz
Tvikap AB represented by Mr. José Manuel Arrojo Botija
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
3

Changes produced in the Audit and Control Committee of AMPER, S.A. during
the 2011 financial year and until the date of publication of this Annual Report
Appointments
Mr. Luis Rivera Novo
Appointed as a member of this Committee on 23 March 2011 and as Chairman on 19
May 2011.
Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija.
Appointed as a member of this Committee on 25 January 2012.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Appointed as a member of this Committee on 21 September 2011.
Resignations
Mr. Gorka Barrondo Agudín.
Submitted his resignation as a member of this Committee on 21 September 2011.
Tvikap AB, represented by Mr. José Manuel Arrojo Botija
Submitted his resignation as a member of this Committee on 25 January 2012.
Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella.
Submitted his resignation as a member of this Committee on 21 May 2012.
4

General Information of the Company
Company name and headquarters
AMPER, S.A.
Calle Marconi, No. 3
Parque Tecnológico (Technology Park) of Madrid
28760 TRES CANTOS (Madrid)
Constitution, Registration and Corporate Life Limit
The Company was established under the corporate name, AMPER RADIO
SOCIEDAD LIMITADA, in Madrid on 13 July 1956 and appears registered in the
Companies Registry of Madrid, dated 17 November 1956 on page 2205, folio 175
of General volume 1148, 135 of section 4 of the Companies Book. On 19
January 1971 the company became a CORPORATION, and on 27 January 1976
the company changed its business name to AMPER CORPORATION.
Corporate Purpose
It is set out in Article 2 of the articles of association which states:
Article 2) The main purpose of the company consists in the research,
development, manufacture, repair, marketing, engineering, installation and
maintenance of telecommunication and electronic systems and equipment and
their components.

It also involves the acquisition, ownership, administration, mediation, encumbrance
or provision of all kinds of movable and immovable property, stocks, shareholdings
and transferable securities in general, but in no case does it constitute an activity
that is subject to special legislation of collective investment entities, nor of the stock
market.
The activities included in the corporate purpose mentioned above may be indirectly
carried out by the Company in whole or in part, through ownership of stocks or
shareholdings in companies with an identical or similar purpose.
Share Capital
The share capital amounts to 32,403,256 Euros, and is divided into 32,403,256
shares with a nominal value of one euro each, fully paid up and represented by
book entries, numbered consecutively starting from 1.
On 21 May 2012, the Board of Directors approved a capital increase with the
exclusion of preferential subscription rights, amounting to 8,663,972 Euros, by
issuing 8,663,972 new shares.
At the date of this notice, these new shares have not yet been subscribed and
paid up.
Call for General Meetings
The General Meetings of Shareholders, both the ordinary and extraordinary
meetings, should be called with one month's notice, at the very least, prior to the
date specified for the meeting, publishing the notice of the meeting in the Official
Gazette of the Companies Registry or in one of the major newspapers in Spain and
in the website of the company (www.amper.es) and in the website of the National
Securities Market Commission.

The Annual General Meeting will meet every year within the six months following
the end of each financial year.

Information and Consultations
The documents which are to be submitted for approval by the Board, as well as
the Report of the Accounts Auditor, can be viewed and obtained from the
company headquarters, located at Calle Marconi number 3, Parque Tecnológico
of Madrid, 28760 TRES CANTOS (Madrid) and through the and via the website
of the company.
Annual Report for the Financial Year
Copies of this Annual Report are available to the shareholders at the above address
or on request by mail at the same direction.

AMPER GROUP TRANSFORMATION COMMITTEE at 31.12.2011
Mr. Alfredo Redondo Iglesias, Chief Executive Officer
Mr. Raoul Dominguez Manzano, Export Market Director.
Ms. Esther Garcés Alonso, Spanish Market Director.
Mr. Rafael Posada Díaz Crespo: Defence Market Director.
Mr. Pedro Muñoz Luna, Services Division Director.
Mr. Jorge Muñoz Peinador: Corporate Human Resources Director.
Mr. Rafael de Solís Montes, Security Division Director.
Mr. Emilio Blanco Martín, Access Division Director.
Mr. Miguel Sancho Cáceres: Business Development Director and Director of EPICOM,
S.A.
Mr. Juan Carlos Carmona Schmolling, Chief financial officer and Corporate Resources
Director.
Mr. José Martos Martínez: Secretary General.
Mr. Mike Rollins, Chief Executive Officer, Chief financial officer and Latin American
Market Director
Mr. Joao Lara, Medidata Information Technology Director.
Mr. Osmundo Lúquez, Director of DESCA
Mr. Juan Porro Herrera, Director of Communications
People who have ceased to form part of the Transformation Committee during
the 2011 financial year:
Mr. Pete Pizarro, Latin American Market Director.
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AMPER GROUP INNOVATION COMMITTEE from 26 January 2012 (Replaces the
Transformation Committee)
Mr. Alfredo Redondo Iglesias, Chief Executive Officer
Ms. Esther Garcés Alonso, European, African and Asian Market Director.
Mr. Joao Lara, Brazil Market Director.
Mr. Osmundo Lúquez, Latin American Market Director.
Mr. Victor Domínguez Richards, Access and technical coordination of Product Area
Director.
Mr. Rafael de Solís Montes, Security Division Director.
Mr. Pedro Muñoz Luna, Services Division Director.
Mr. Rafael Posada Díaz Crespo: Defence Market Director.
Mr. Carlos Casals Oliver, Chief financial officer and Corporate Resources Director.
Mr. José Martos Martínez: Secretary General.
Mr. Jorge Muñoz Peinador: Corporate Human Resources Director.
Mr. Miguel Sancho Cáceres: Business Development Director and Director of EPICOM,
S.A.
Mr. Fernando Rodríguez, Chief Marketing Officer
Mr. Juan Porro Herrera, Director of Communications.
Does not belong to the Innovation Committee, but acts as secretary:
Ms. Sonia Rodríguez Gómez, Innovation Committee Secretary.
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