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

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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
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q AMPER, S.A. and Subsidiaries Cons
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AMPER, S.A. AND SUBSIDIARIES CONSOL
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• In accordance with IFRSs, these
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The consolidated financial statemen
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a. Assets and liabilities: applying
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The Group’s share in non-controll
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The criteria used to recognise impa
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e) Financial instruments Financial
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Likewise, the Group needs to effect
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At the end of 2011 a number of lega
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Changes in deferred tax assets or l
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) Compensation for dismissal In acc
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4. Business Combinations and Goodwi
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The Group carries out tests on impa
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For the cash-generating unit “Tel
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Accumulated amortisation Balance at
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Group companies consolidated under
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10. Trade and other receivables The
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This reserve will only be used unde
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The amount of variation in scope of
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The breakdown of bank financing at
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At 31 December 2011, Group companie
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Provincial Appeal Court also ordere
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17. Business and geographical segme
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(Thousands of Euros) YEAR 2011 Defe
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Inter-segment sales are made at pre
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The methodology used to establish t
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19. Tax affaires Most of the compan
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Company 31.12.09 Additions Scope va
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At 31 December 2011 and 2010, the G
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Remuneration to members of the Boar
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26. Other contingencies The Amper G
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27. Subsidiaries Below we present d
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Bluesky Samoa Limited (Samoa) Samoa
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AMPER, S.A. and Subsidiary Corporat
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Defence Communications and Security
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Outlook Despite the outlook of unce
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for an amount of 92 Million Euros,
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Spain The table reflects the data f
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In Brazil, Amper was awarded the su
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Strategic cooperation agreements In
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RESEARCH AND DEVELOPMENT Amper, in
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• The last listed price was 1.66
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Board of Directors (i) On 23 March
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ANNUAL CORPORATE GOVERNANCE REPORT
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Specify the most significant change
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NO Specify whether the Company is a
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address a public bid under 6/2007 A
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EXTERNAL NOMINEE DIRECTORS Name or
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Specify why they cannot be consider
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B.1.10 With regard to the recommend
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Type of Directors By company By gro
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Process whereby the compensation of
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- To propose the system of remunera
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The Audit and Control Committee wil
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NO B.1.25 Specify if the Articles o
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B.1.32 Explain, where appropriate,
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B.1.38 Specify whether the Audit Re
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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 and 134: YES Specify the measures adopted Th
Page 135 and 136: Amper, S A losses for the fiscal ye
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: 3. Review the explanatory documenta
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
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
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Article 16 B: Right to information
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The shareholders representing at le
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The Board of Directors shall meet w
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All this makes it advisable to adap
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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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along with the functions and powers
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ACTIVITY REPORT OF THE APPOINTMENTS
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- Allowance of the Board Members fo
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Mr. Ignacio Javier López del Hierr
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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