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

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Article 13: Ordinary and Extraordinary General Meetings Proposals: 1 Include that the call of the General Meeting at the request of the minority shall be convened by the Board and to be held within two months following the date on which it was convened by Notary for that purpose. This reference has not been previously included in the articles and is expressly provided for in Article 168.2 LSC introduced by Law 25/2011. 2 To record that the Ordinary General Meeting shall be valid even if it is called or held after the established date. This reference has not been previously included in the articles and is expressly provided for in Article 164.2 LSC. Article 14: Convening of the Ordinary and Extraordinary General Meeting. Proposals: 1 Include the new disclosure requirements of the calls for the Board Meetings. The draft provided by Article 516 LSC in accordance with the Law 25/2011 amends the earlier system of disclosure of the call. It is therefore proposed to adapt the draft of the articles of associations to the new disclosure requirements, including for this purpose in the articles of associations, the modes which allow the present legislation. 2 Include in the articles of associations the possibility to reduce the notice period in the event that voting is carried out by electronic means. Article 515 LSC, following the amendment introduced by Law 25/2011, allows reducing the time period between the call for the meeting and holding the meeting to 15 days, in cases in which the companies have a remote voting system. 3 Include the new requirements for exercising the right to request the publication of a supplement to the call for the Board Meeting. Adapt in this way the previous draft of the provisions of Article 519 LSC introduced by Law 25/2011. 4 Include the new right to submit proposed resolutions relating to matters already included or to be included in the Agenda of the Board Meeting. In effect, according to the draft of Article 519 LSC introduced by Law 25/2011, a system of proposed resolutions which the previous articles of associations of the Company did not provide for is regulated. 2
Article 16 B: Right to information Proposal: Include a new article that includes the right to information The right to information, before regulated in Article 197 LSC, has been supplemented, for listed companies, with Article 520 LSC as it is drafted by Law 27/2011, and its relevance advises that explicit reference be made in articles of associations to its recognition. Article 19: Resolutions adopted at the General Meetings Proposal. Include the reference to which the resolutions adopted in the Board Meetings and the results of the voting are to be posted on the website of the company within 5 days after the completion of the Board Meeting. Amendment based on Article 525 LSC introduced by Law 25/2011. Article 22: Convening of the Board of Directors. Proposal: Include the possibility of convening the Board of Directors by a third of the Board Members. These include the modification to the call for the Board of Directors system introduced by Article 246 in accordance with Law 25/2011. II. PROPOSED AMENDMENTS Based on the foregoing, it is proposed that the draft of the Articles of Association listed in Section I above is as indicated below, including text in two columns, with the current draft and the proposed draft, with the changes highlighted in bold to facilitate understanding of the changes. CURRENT DRAFT Article 13: Ordinary and Extraordinary General Meetings The General Meetings may be ordinary or extraordinary and must be called by the person empowered to do so in accordance with the Law, except in the event of a Universal Board Meeting which may be held without notice, in the circumstances envisaged under Article 178 of the Capital PROPOSED AMENDMENT Article 13: Ordinary and Extraordinary General Meetings The General Meetings may be ordinary or extraordinary and must be called by the person empowered to do so in accordance with the Law, except in the event of a Universal Board Meeting which may be held without notice, in the circumstances envisaged under Article 178 of the Capital 3
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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
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Principal Companies of the Amper Gr
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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
Page 223 and 224: each issue or issue tranche; howeve
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Page 227 and 228: The present proposal may be subject
Page 229: The Report of the Board of Director
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
Page 239 and 240: CURRENT DRAFT PROPOSED AMENDMENT Pr
Page 241 and 242: the last financial year, at least.
Page 243 and 244: esolutions to be adopted and the do
Page 245 and 246: call shall be forwarded by the comp
Page 247 and 248: convened: - The minimum period requ
Page 249 and 250: of time, as well as the good order
Page 251 and 252: of signature considered appropriate
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
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
Page 271 and 272: the right to cast their vote from a
Page 273 and 274: on any issues that may put at risk
Page 275 and 276: may not refuse the recruitment unle
Page 277 and 278: along with the functions and powers
Page 279 and 280: 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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