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

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KPMG<br />

KPMG Auditores S.L<br />

Edificio Torre Europa<br />

Pº de la Castellana, 95<br />

28046 Madrid<br />

Auditors report related to the Amper, S.A. Internal Control System <strong>for</strong> <strong>Financial</strong> In<strong>for</strong>mation<br />

(ICSFI), <strong>for</strong> fiscal year 2011.<br />

To the administrators of Amper, S.A.<br />

In accordance with the request made by the Amper, S.A. Board of Directors (the Company)<br />

<strong>and</strong> with our proposal letter dated the 24 th of February 2012, we have applied specific<br />

procedures to the In<strong>for</strong>mation related to the ICSFI, contained in the Annual Amper, S.A.<br />

Corporate Governance Report, <strong>for</strong> fiscal year 2011, which summarises the company’s internal<br />

control procedures concerning the annual financial in<strong>for</strong>mation.<br />

Following the modifications made under the Sustainable Economy Act 2/2011 dated 4 March,<br />

the Securities Market Act 24/1988 dated 28 July, now requires that, starting from the business<br />

years that begin on the 1 st of January 2011, the Annual Corporate Governance Report<br />

(hereinafter, ACGR) must include a description of the main characteristics of the internal<br />

control <strong>and</strong> risk management systems, in relation to the issuance of regulated financial<br />

in<strong>for</strong>mation. With reference to this particular matter, the Spanish Securities <strong>and</strong> Exchange<br />

Commission (CNMV) advocated the establishment of an Internal Control Work Group<br />

(hereinafter, ICWG), to oversee the <strong>Financial</strong> In<strong>for</strong>mation of listed companies, with the aim of<br />

drawing up a set of recommendations relating to the ICFSI. As a result of the work carried out<br />

by the ITWG, in June 2010 an Internal Control document was published, dealing with the<br />

<strong>Financial</strong> In<strong>for</strong>mation of listed companies (hereinafter, the ICWG document). Section III of this<br />

document includes a “Guide <strong>for</strong> preparing a description of the Internal Control System <strong>for</strong><br />

<strong>Financial</strong> In<strong>for</strong>mation”, which is made up of sixteen basic guidelines, which in the opinion of<br />

ICWG, should be employed by every firm when describing the main characteristics of their<br />

ICSFI. In a letter 28 December 2011, the CNMV reminds companies of the a<strong>for</strong>ementioned<br />

legal amendments, which must be taken into account when drawing up any In<strong>for</strong>mation<br />

related to the ICSFI, which they intend to publish, until such time as the CMNV publishes the<br />

final version of its bulletin, defining a new ACGR model.<br />

For the purposes of the provisions contained in guideline number 16, in section III of the<br />

ICWG document, which requires the companies to indicate whether or not the ICSFI<br />

description has been reviewed by the external auditor, <strong>and</strong> if so, they are instructed to include<br />

the relevant report, on 28 October 2011, the Corporations that represent the account auditors,<br />

made public their draft <strong>for</strong> the Guidelines, together with the corresponding procedural guide<br />

<strong>for</strong> preparing the auditor’s report (hereinafter, Guidelines Draft). In addition, on 25 January<br />

2012, the Spanish Institute of Chartered Accountant’s bulletin number E01/2102 establishes<br />

certain additional considerations related to this same matter.<br />

KPMG Auditores SL, a Spanish limited liability company Companies Register, Madrid T 11961, F 90<br />

is a subsidiary if KPMG Europe LLP, a member company of Section 8.H (V) 188007, Entry 9<br />

the KPMG network of independent companies, allied to KPMG NIF B 78510153<br />

International Cooperative (KPMG INTERNATIONAL)<br />

a Swiss company<br />

The Board of Directors is responsible <strong>for</strong> adopting suitable measures that reasonably<br />

guarantee the implementation, maintenance <strong>and</strong> oversight of an appropriate internal control<br />

system, as well putting in place improvements to said system <strong>and</strong> the preparation <strong>and</strong>

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