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

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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
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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
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Brief description ORGANISATIONAL AN
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Name of the Committee APPOINTMENTS
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The Committees of the Board of Dire
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D.1 Description of the risk policy
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equired, its renewal or non renewal
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YES Specify the measures adopted Th
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Amper, S A losses for the fiscal ye
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Beneficiaries: The Managing Directo
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Likewise, in its session of 25 May
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Not applicable 3. Although Commerci
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the directors concerned, in additio
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See caption: B.1.21 Not applicable
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Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
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Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
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Page 167 and 168: The manual establishes that its upd
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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
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Page 213 and 214: Article 7. Convening of a meeting a
Page 215 and 216: Article 11. Agenda The agenda shall
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Page 221 and 222: other existing paid-up share capita
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Page 231 and 232: Article 16 B: Right to information
Page 233 and 234: The shareholders representing at le
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Page 243 and 244: esolutions to be adopted and the do
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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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