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

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To delegate the necessary powers to the Board of Directors to allow it to request official listing on the Stock Exchange before the Stock Exchange Governing Body and the National Securities and Exchange Commission for the new shares, debentures and any other securities that may be issued by virtue of the authorization granted to the Board of Directors, being responsible for drawing up the prospectuses and complying with the administrative procedures required by Law and by regulations, as well as to any adopt agreements that may be necessary to maintain the listing of shares, debentures or any other existing Corporate Securities. Resolutions relating to item nine on the agenda: Advisory vote regarding the Annual report on the remuneration of Directors. Proposal To submit to an advisory vote of shareholders the report approved by the Board of Directors, proposed by the Appointment and Remuneration Committee, regarding the compensation of Directors, which consists of a summary of how these policies have been applied during financial year 2011, including a breakdown of the individual remuneration packages payable to each Director in that year, as well as the policy approved by the Board for the current financial year and that foreseen, if any, for future years. The full text of this Report has been made available to shareholders. Resolutions relating to item ten on the agenda: Approval, if appropriate, of a medium or long term incentive plan for the Amper Group, in the form of company options or shares. Proposal The beneficiaries of this plan are 25 employees of eLandia International Inc. or of its subsidiaries in America, in which 1,398,266 shares of eLandia International Inc. have already been vested and another 219,010 shares of eLandia International Inc. are unvested. The Appointment and Remuneration Committee gave a favorable report (i) on the vested stock options, in regard to which beneficiaries can convert 1,398,266 shares of eLandia International Inc. into 157,285 shares of Amper, S.A., after one year has gone by following the signature of the corresponding agreement, and (ii) with respect to the unvested stock options, the stock options of eLandia International Inc. would be exchanged for stock options of Amper S.A. on the basis of an assessment of 3.68 euros per share for the shares of Amper, S.A. and 0.65 USD per share for the shares of eLandia International Inc., resulting in an exchange of 8.89 stock options of eLandia International Inc. for one stock option of Amper, S.A., with an execution price of 2.55 euros. The Board of Directors of Amper, S.A. unanimously agreed to delegate to the Managing Director, Mr. Alfredo Redondo, the terms and conditions for the completion of the Stock Plan of eLandia International Inc. 27
The present proposal may be subject to change, as a result of the need to adapt it to the points currently under consideration. If any changes were to occur, shareholders would be informed immediately in this respect. Resolutions relating to item eleven on the agenda: Information provided to the General Shareholders’ Meeting on the amendments to the Regulation of the Board of Directors. Proposal In accordance with the provisions of Article 115.1 of Law 24/1988 of 28 July of the Securities Exchange, the General Shareholders' Meeting is informed that, in order to adapt the Regulation of the Board of Directors to recent legal developments and for the purpose of introducing material and formal improvements in the wording, on 25 April 2012, the Board of Directors unanimously approved the amendment of Articles 3, 5, 6, 9, 12, 17, 20, 22, 23, 24, 26, 36 and 44 of said Regulation. The Regulation of the Board of Directors is available to shareholders on the website of the Company and may also be obtained or requested free of charge, in accordance with the stipulations of the announcement of the General Meeting. Resolutions relating to item twelve on the agenda: Ratification of the creation of the website of the company www.amper.es for the purposes established in Article 11 bis of the Capital Company Act. Proposal To ratify the creation of the Corporate Website of Amper, S.A. for the purposes established in Article 11 bis of the Capital Company Act, with the address www.amper.es It is hereby stated that the domain, Amper.es is already registered in the Commercial Registry. Resolutions relating to item thirteen on the agenda: Delegation of powers to implement, interpret, execute, rectify and formalize agreements adopted by the General Shareholders’ Meeting. Proposal Authorization for the Board of Directors, with express powers of substitution, with the widest possible powers as may be required by Law, so that it can proceed to establish, complete, implement and modify the resolutions adopted by this General Meeting, performing as many administrative procedures as may be needed with the institutions in charge of registering the accounting records, the Ministry of Economy and Finance, the National Securities and Exchange Commission and any other public or private institutions, as well as to draw up and publish announcements as required by Law, and also granting it the powers to comply with all necessary legal requirements to ensure their successful conclusion, being empowered to complete and rectify any omissions or defects in these agreements, in addition to executing as many public and private 28
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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
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A description of the scope of the e
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KPMG KPMG Auditores S.L Edificio To
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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
Page 203 and 204: Shareholders representing at least
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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 and 220: Article 28: Publication Following i
Page 221 and 222: other existing paid-up share capita
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Page 229 and 230: The Report of the Board of Director
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 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
Page 269 and 270: The shareholders, who are entitled
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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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