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

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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
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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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Complies 28. The companies must mak
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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
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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: In accordance with the provisions s
Page 203 and 204: Shareholders representing at least
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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
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
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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
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Page 241 and 242: the last financial year, at least.
Page 243 and 244: esolutions to be adopted and the do
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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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