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

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shares that have been subscribed and amend the text of the article in the Corporate Bylaws related to share capital. The Board of Directors shall be authorized to totally or partially exclude preemptive subscription rights, according to the terms and conditions of article 506 of the Capital Company Act. 6.2. To cancel the unused portion of the authorization granted by the General Shareholders' Meeting of 19 June 2008. Pursuant to the stipulations of Article 286 and 308.2 of the Capital Company Act, a report has been prepared by the Board of Directors to support this proposal, which is available to shareholders on the website of the company or which can be delivered to them free of charge according to the terms and conditions stated in the announcement of the General Meeting. Resolutions relating to item seven on the agenda: Delegation to the Board of Directors, for a period starting on the date of this Meeting up to the date on which the next Ordinary General Shareholders’ Meeting is to be held, of the power to issue debentures, bonds and other fixed interest securities, whether convertible, nonconvertible or exchangeable, as well as warrants linked to new or existing capital stock of the company. Establishment of the criteria for the determination of the basis and methods for the conversion and/or exchange and/or exercise of the warrants. Authorization for the Board of Directors to increase capital by the necessary amount and to exclude the preemptive rights of shareholders’ and holders of convertible shares and warrants. Proposal 7.1. To delegate powers to the Board of Directors, under the provisions of the general rules on the issuance of debentures contained in Article 319 of the Commercial Registry Regulation and to apply the provisions of articles 297.1 b) 506 and 511 of the Capital Company Act to issue nonconvertible, convertible and/or exchangeable fixed income securities, as well as warrants linked to new or existing shares of the Company, in accordance with the following terms and conditions: 1. Types of securities that can be issued: The Board of Directors is authorized to issue debentures, bonds and similar fixed income securities, as well as those that can be exchanged for shares of the Company, whether nonconvertible, or in the case of debentures and bonds, exchangeable for shares of the Company or convertible into shares of the Company, in addition to warrants linked to new or existing shares of the Company. 2. Duration of the delegation: New shares may be issued on one or more occasions, at any time, within a maximum term starting on the date of this Meeting and up to the date on which the next Ordinary General Shareholders’ Meeting is to be held. 3. Maximum amount under the delegation: The total amount of shares that may be issued under this delegation for convertible and nonconvertible and/or exchangeable securities and warrants, at the time of issue, along with all the 21
other existing paid-up share capital, may not exceed the maximum limit set for the amount of subscribed share capital plus the reserves that appear in the last approved balance sheet and the balance sheet adjustments and revaluation accounts accepted by the Ministry of Economy and Finance, pursuant to section 1 of Article 405 of the Capital Company Act. 4. Scope of the delegation: Using the delegation of powers agreed upon herein, it shall be the responsibility of the Board of Directors to determine for each issue, by way of example, but not limited to: (a) The amount, which shall always be within the stated total quantitative limits. (b) The place of issuance - national or foreign - and the currency; if denominated in foreign currency the equivalent in euros shall be stated. (c) (d) (e) (f) (g) (h) (i) (j) The denomination, whether bonds or debentures - including subordinated instruments - or warrants or any other legally acceptable denomination. The date(s) of issuance, the number of shares and, if applicable, the nominal value, which shall not be less than the nominal value of the shares. The coupon interest rates, dates and payment procedures. In the case of warrants, the amount and, if applicable, the calculation basis of the premium and price. Their perpetual or redeemable nature and, in the case of the latter, the redemption period and the maturity date. Redemption rate, premiums and apportionment. Guarantees. Form of securities, physical certificates or book entry. (k) Preemptive subscription rights, where appropriate, and subscription rules. (l) Applicable legislation. (m) To request, if appropriate, listing and trading on regulated and nonregulated, official and nonofficial, domestic and foreign secondary markets for the securities issued that shall be in compliance with the current regulations required in each case and, in general, with all other issuance conditions. (n) Designation, if appropriate, of a Trustee and approval of the fundamental rules that are to govern the legal relationship between the Company and the Syndicate shareholders for the shares issued. 22
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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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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 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 and 218: esolution previously adopted to suc
Page 219: Article 28: Publication Following i
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
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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 253 and 254: through the timely notice of signif
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
Page 261 and 262: exchangeable fixed income securitie
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Page 265 and 266: upon the termination or relocation
Page 267 and 268: Article 13) The General Meetings ma
Page 269 and 270: 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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