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

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ight of shareholders to obtain documents in printed form and to request that they be sent free of charge when so established by Law. Article 23. Minutes of the Meeting Publication of resolutions. The resolutions of General Meetings shall be recorded in the Minutes Book. Likewise, shareholder contributions shall also be recorded when so requested. The minutes shall be signed by the Chairperson and by the Secretary and, where appropriate, by any inspectors involved in its approval. Shareholders may request copies of the minutes or certifications of the resolutions adopted. These copies, as well as any certifications of the same, shall be authorized by the Chairperson and the Secretary. The Minutes of the Meeting may be approved by the Meeting itself subsequent to being held or within a period of fifteen days by the Chairperson and two inspectors, one representing the majority and another the minority. Minutes approved in any of these two ways shall be effective as of the date of their approval. Without prejudice to registration in the Commercial Registry of those agreements that may be registered and to the legal provisions applicable in regard of publications and corporate resolutions, within five business days following the date the Meeting was held, the Company shall send the text of the approved resolutions to the National Securities and Exchange Commission (CNMV), by means of the appropriate disclosure of a significant event. The text of the resolutions shall also be accessible on the website of the company. Article 23. Minutes of the Meeting Publication of resolutions. The resolutions of General Meetings shall be recorded in the Minutes Book. Likewise, shareholder contributions shall also be recorded when so requested. The minutes shall be signed by the Chairperson and by the Secretary and, where appropriate, by any inspectors involved in its approval. Shareholders may request copies of the minutes or certifications of the resolutions adopted. These copies, as well as any certifications of the same, shall be authorized by the Chairperson and the Secretary or the Deputy Secretary. The Minutes of the Meeting may be approved by the Meeting itself subsequent to being held or within a period of fifteen days by the Chairperson and two inspectors, one representing the majority and another the minority. Minutes approved in any of these two ways shall be effective as of the date of their approval. Without prejudice to registration in the Commercial Registry of those agreements that may be registered and to the legal provisions applicable in regard of publications and corporate resolutions, within five business days following the date the Meeting was held, the Company shall send the text of the approved resolutions to the National Securities and Exchange Commission (CNMV), by means of the appropriate disclosure of a significant event. The text of the resolutions and the voting results shall also be accessible on the website of the company. 19
Article 28: Publication Following its approval, this Regulation of the General Meeting shall be registered in the Commercial Registry corresponding to the registered address of the company and accessible on the company’s website, making public the regulatory framework in which General Meetings shall be conducted, for the information of shareholders and investors, and without prejudice to the provisions of the Corporate Bylaws and applicable legislation. Article 28: Publication Following its approval, this Regulation of the General Meeting shall be notified to the National Securities and Exchange Commission, accompanied by a copy of the document in which they are recorded and shall be registered in the Commercial Registry corresponding to the registered address of the company. Once registered, they shall be published by the National Securities and Exchange Commission. This Regulation shall be accessible on the company’s website, making public the regulatory framework in which General Meetings shall be conducted, for the information of shareholders and investors, and without prejudice to the provisions of the Corporate Bylaws and applicable legislation. The Board of Directors has drawn up and made available to shareholders a Report justifying the proposal to modify the Regulation of the Meeting, including the full text of the wording of the articles proposed for amendment. Resolutions relating to item six on the agenda: Authorization of the Board of Directors to increase the share capital, on one or more occasions and at any time, without prior consultation of the General Meeting, for a period starting from the date of this Meeting up to the date on which the next Ordinary General Shareholders’ Meeting is to be held and for the maximum legal amount, pursuant to the provisions of Article 297.1.b) of the Capital Company Act. Authorization for the exclusion of preferential subscription rights, pursuant to the provisions of Article 506 of the Capital Company Act. Proposal 6.1 To authorize the Board of Directors, with the widest powers as needed, pursuant to Article 297.1.b) of the Capital Company Act, to increase the share capital without prior consultation of the General Meeting, on one or more occasions and at any time, for a period starting from the date this Meeting is held, up to the date on which the next Ordinary General Shareholders’ Meeting is to be held, for the maximum amount permitted by Law, that is, half of the share capital at the time of the authorization, through the issue of new shares, either ordinary or redeemable, or any other class of securities in compliance with applicable legal requirements – with or without a share premium – where the equivalent value of the new shares to be issued shall be comprised of monetary contributions. In addition, it may determine the terms and conditions for capital increases, freely offer new unsubscribed shares in the preemptive subscription period, decide, in the case of incomplete subscriptions, that the capital shall only be increased by the amount of 20
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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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a) To submit proposals with regard
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G - OTHER INFORMATION OF INTEREST I
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APPENDIX TO THE ANNUAL CORPORATE GO
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- In the case of all other employee
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changes approved, as well as formal
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EVALUATING RISKS IN FINANCIAL INFOR
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The descriptions cover controls for
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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
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 207 and 208: This Regulation aims to: a) Make pu
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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: esolution previously adopted to suc
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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Page 249 and 250: of time, as well as the good order
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Page 255 and 256: In general, it is not possible to p
Page 257 and 258: REPORT OF THE BOARD OF DIRECTORS OF
Page 259 and 260: (g) (h) (i) (j) The nature of, perp
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Page 263 and 264: onds and shall be reported in the f
Page 265 and 266: upon the termination or relocation
Page 267 and 268: 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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