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

More documents

Recommendations

Info

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
Page 1 and 2:
q AMPER, S.A. and Subsidiaries Cons
Page 3 and 4:
AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
• In accordance with IFRSs, these
Page 11 and 12:
The consolidated financial statemen
Page 13 and 14:
a. Assets and liabilities: applying
Page 15 and 16:
The Group’s share in non-controll
Page 17 and 18:
The criteria used to recognise impa
Page 19 and 20:
e) Financial instruments Financial
Page 21 and 22:
Likewise, the Group needs to effect
Page 23 and 24:
At the end of 2011 a number of lega
Page 25 and 26:
Changes in deferred tax assets or l
Page 27 and 28:
) Compensation for dismissal In acc
Page 29 and 30:
4. Business Combinations and Goodwi
Page 31 and 32:
The Group carries out tests on impa
Page 33 and 34:
For the cash-generating unit “Tel
Page 35 and 36:
Accumulated amortisation Balance at
Page 37 and 38:
Group companies consolidated under
Page 39 and 40:
10. Trade and other receivables The
Page 41 and 42:
This reserve will only be used unde
Page 43 and 44:
The amount of variation in scope of
Page 45 and 46:
The breakdown of bank financing at
Page 47 and 48:
At 31 December 2011, Group companie
Page 49 and 50:
Provincial Appeal Court also ordere
Page 51 and 52:
17. Business and geographical segme
Page 53 and 54:
(Thousands of Euros) YEAR 2011 Defe
Page 55 and 56:
Inter-segment sales are made at pre
Page 57 and 58:
The methodology used to establish t
Page 59 and 60:
19. Tax affaires Most of the compan
Page 61 and 62:
Company 31.12.09 Additions Scope va
Page 63 and 64:
At 31 December 2011 and 2010, the G
Page 65 and 66:
Remuneration to members of the Boar
Page 67 and 68:
26. Other contingencies The Amper G
Page 69 and 70:
27. Subsidiaries Below we present d
Page 71 and 72:
Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74:
AMPER, S.A. and Subsidiary Corporat
Page 75 and 76:
Defence Communications and Security
Page 77 and 78:
Outlook Despite the outlook of unce
Page 79 and 80:
for an amount of 92 Million Euros,
Page 81 and 82:
Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89 and 90: • The last listed price was 1.66
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: Specify the most significant change
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: Specify why they cannot be consider
Page 105 and 106: B.1.10 With regard to the recommend
Page 107 and 108: Type of Directors By company By gro
Page 109 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115 and 116: NO B.1.25 Specify if the Articles o
Page 117 and 118: B.1.32 Explain, where appropriate,
Page 119 and 120: B.1.38 Specify whether the Audit Re
Page 121 and 122: the Law on Public Limited Companies
Page 123 and 124: Brief description ORGANISATIONAL AN
Page 125 and 126: Name of the Committee APPOINTMENTS
Page 127 and 128: The Committees of the Board of Dire
Page 129 and 130: D.1 Description of the risk policy
Page 131 and 132: equired, its renewal or non renewal
Page 133: YES Specify the measures adopted Th
Page 137 and 138: Beneficiaries: The Managing Directo
Page 139 and 140: Likewise, in its session of 25 May
Page 141 and 142: Not applicable 3. Although Commerci
Page 143 and 144: the directors concerned, in additio
Page 145 and 146: See caption: B.1.21 Not applicable
Page 147 and 148: Complies 28. The companies must mak
Page 149 and 150: c) Main characteristics of occupati
Page 151 and 152: of the participation in the differe
Page 153 and 154: a) To submit proposals with regard
Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
Page 159 and 160: - In the case of all other employee
Page 161 and 162: changes approved, as well as formal
Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
Page 165 and 166: The descriptions cover controls for
Page 167 and 168: The manual establishes that its upd
Page 169 and 170: A description of the scope of the e
Page 171 and 172: KPMG KPMG Auditores S.L Edificio To
Page 173 and 174: 3. Review the explanatory documenta
Page 175 and 176: Principal Companies of the Amper Gr
Page 177 and 178: AMPER, S.A. Balance Sheets (Thousan
Page 179 and 180: AMPER PROGRAMAS DE ELECTRÓNICA Y C
Page 181 and 182: AMPER SISTEMAS, S.A. (Unipersonal)
Page 183 and 184: HEMISFERIO NORTE BRASIL, S. L. (Uni
Page 185 and 186:
GRUPO MEDIDATA INFORMÁTICA Balance
Page 187 and 188:
EPICOM, S.A. Balance Sheets (Thousa
Page 189 and 190:
LANDATA COMUNICACIONES DE EMPRESA,
Page 191 and 192:
AMPER GROUP Balance Sheets (Thousan
Page 193 and 194:
eLandia INTERNATIONAL, INC. Balance
Page 195 and 196:
7. Delegation, in favour of the Boa
Page 197 and 198:
a) By the subsequent and express re
Page 199 and 200:
In accordance with the provisions s
Page 201 and 202:
Resolutions relating to item three
Page 203 and 204:
Shareholders representing at least
Page 205 and 206:
members are present or represented
Page 207 and 208:
This Regulation aims to: a) Make pu
Page 209 and 210:
• Significant events notified to
Page 211 and 212:
information could be harmful to the
Page 213 and 214:
Article 7. Convening of a meeting a
Page 215 and 216:
Article 11. Agenda The agenda shall
Page 217 and 218:
esolution previously adopted to suc
Page 219 and 220:
Article 28: Publication Following i
Page 221 and 222:
other existing paid-up share capita
Page 223 and 224:
each issue or issue tranche; howeve
Page 225 and 226:
debentures and bonds and warrants,
Page 227 and 228:
The present proposal may be subject
Page 229 and 230:
The Report of the Board of Director
Page 231 and 232:
Article 16 B: Right to information
Page 233 and 234:
The shareholders representing at le
Page 235 and 236:
The Board of Directors shall meet w
Page 237 and 238:
All this makes it advisable to adap
Page 239 and 240:
CURRENT DRAFT PROPOSED AMENDMENT Pr
Page 241 and 242:
the last financial year, at least.
Page 243 and 244:
esolutions to be adopted and the do
Page 245 and 246:
call shall be forwarded by the comp
Page 247 and 248:
convened: - The minimum period requ
Page 249 and 250:
of time, as well as the good order
Page 251 and 252:
of signature considered appropriate
Page 253 and 254:
through the timely notice of signif
Page 255 and 256:
In general, it is not possible to p
Page 257 and 258:
REPORT OF THE BOARD OF DIRECTORS OF
Page 259 and 260:
(g) (h) (i) (j) The nature of, perp
Page 261 and 262:
exchangeable fixed income securitie
Page 263 and 264:
onds and shall be reported in the f
Page 265 and 266:
upon the termination or relocation
Page 267 and 268:
Article 13) The General Meetings ma
Page 269 and 270:
The shareholders, who are entitled
Page 271 and 272:
the right to cast their vote from a
Page 273 and 274:
on any issues that may put at risk
Page 275 and 276:
may not refuse the recruitment unle
Page 277 and 278:
along with the functions and powers
Page 279 and 280:
ACTIVITY REPORT OF THE APPOINTMENTS
Page 281 and 282:
- Allowance of the Board Members fo
Page 283 and 284:
Mr. Ignacio Javier López del Hierr
Page 285 and 286:
ACTIVITY REPORT OF THE AUDIT AND CO
Page 287 and 288:
Page 289 and 290:
Page 291 and 292:
Page 293 and 294:
Page 295 and 296:
Was appointed Board Member on 25 Ja
Page 297 and 298:
Changes produced in the Audit and C
Page 299 and 300:
It also involves the acquisition, o
Page 301 and 302:
Information and Consultations The d
Page 303:
AMPER GROUP INNOVATION COMMITTEE fr
show all

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

Create successful ePaper yourself

Delete template?

Save as template?