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

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New Article 16 bis: The right to information. Shareholders shall have the right to information in the terms provided for by Law. Directors have the obligation to provide the information requested in the form and within the time limits specified by Law, except in the cases in which this is legally inappropriate and, in particular, when prior to the raising of specific questions by shareholders, the requested information was clearly and directly available to all shareholders on the website of the Company in a question and answer format or when, in the opinion of the Chairperson, the publication of this information would be harmful to the interests of the company. The aforementioned exception shall not apply when the request is backed by shareholders representing at least one fourth of the share capital. Article 19: Resolutions adopted at Meetings The deliberations at General Meetings, both ordinary and extraordinary, shall be stated in the minutes in accordance with the requirements of the Law. The minutes can be approved by means of any of the procedures established by Law. Article 19: Resolutions adopted at Meetings The deliberations at General Meetings, both ordinary and extraordinary, shall be stated in the minutes in accordance with the requirements of the Law. The minutes can be approved by means of any of the procedures established by Law. The resolutions approved and the voting results shall be published on the website of the company within five days after the conclusion of the Meeting. Article 22: Convening of the Board The Board shall meet whenever this is required in the interest of the company and at least once every three months. It shall be convened by the Chairperson or by whoever is acting in this capacity. The Board Meeting shall be deemed to be validly constituted when half plus one of its Article 22: Convening of the Board The Board shall meet whenever this is required in the interest of the company and at least once every three months. It shall be convened by the Chairperson or by whoever is acting in this capacity. Directors representing at least one third of the members of the Board may 5
members are present or represented at the meeting. Any Director may grant representation in writing to another Director. For resolutions to be passed, an absolute majority of votes in favor by the directors attending the meeting shall be required, except in those cases in which the Law requires a qualified majority. The Board’s debates and resolutions shall be entered in a Minutes Book, each one of which shall be signed by the Chairperson and the Secretary or by those who acted for them at the meeting to which the minutes refer. convene a meeting, specifying the items on the agenda, to be held at the registered address of the company if, after a request to the Chairperson, the latter failed to call a meeting within one month without due cause. The Board Meeting shall be deemed to be validly constituted when half plus one of its members are present or represented at the meeting. Any Director may grant representation in writing to another Director. For resolutions to be passed, an absolute majority of votes in favor by the directors attending the meeting shall be required, except in those cases in which the Law requires a qualified majority. The Board’s debates and resolutions shall be entered in a Minutes Book, each one of which shall be signed by the Chairperson and the Secretary or by those who acted for them at the meeting to which the minutes refer. The Board of Directors has drawn up and made available to shareholders, in accordance with the provisions of Article 286 of the Capital Company Act, a Report justifying the proposal to modify the bylaws, including the full text of the wording of the articles proposed for amendment. Resolutions relating to item five on the agenda: Regulation of the General Shareholders’ Meeting: amendment of the Preamble and of Articles 2 (Website), 6 (Announcements), 7 (Convening of a meeting at the request of shareholders), 8 (Right of attendance), 10 (Representation), 11 (Agenda), 14 (Right to information), 18 (Specific information request), 23 (Minutes of the Meeting. Publication of resolutions) and 28 (Publications) for the purpose of adapting them to the latest regulatory changes and in order to introduce technical improvements and improve the wording. Proposals 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 submitted to amend articles 2, 6, 7, 8, 10, 11, 14, 18, 23 and 28 of the Regulation of the Meetings of AMPER, S.A., which will hereinafter 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 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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Complies 28. The companies must mak
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c) Main characteristics of occupati
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of the participation in the differe
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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
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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
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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
Page 223 and 224: each issue or issue tranche; howeve
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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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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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