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

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it decides to undertake under the authorisation granted by the General Meeting, the Board shall issue, at the moment the increased is agreed upon, a Report detailing the reasons of corporate interests which justify the measure. This Report shall be accompanied by the Report issued by an auditor in accordance with the provisions set out in Article 506 of the Capital Corporations Act. Both reports shall be made available to the shareholders and reported in the first General Meeting held after the increase of capital. 2. - Proposed Resolution. Given the above, the following PROPOSAL is submitted for approval by the General Meeting of Shareholders: Authorise the Board of Directors, as broadly as necessary by Law so that in accordance with the provisions set out in Article 297.1.b) of the Capital Corporations Act, the Board may increase capital without the prior consultation to the General Meeting in one or on various occasions and at any time, for a term commencing from the date of the Ordinary General Meeting of June 2012 to the date on which the next Ordinary General Meeting of Shareholders is held and in the maximum amount allowed by Law, that is, half of the share capital at the moment of authorisation, through the issuance of new ordinary or redeemable shares or of any other type in accordance with the applicable legal requirements, with or without premium, and consisting in the equivalent value for the new shares to be issued in cash contributions. They may also establish the terms and conditions of the capital increase, freely offer the new shares not subscribed within the preferential subscription period, establish that the capital will remain increased only by the amount of the subscribed shares, in the event of an incomplete subscription, and amend the article of the Articles of Association relating to the share capital. The Board of Directors shall have the authority to prohibit, in whole or in part, the preferential subscription rights under the terms of Article 506 of the Capital Corporations Act. In Madrid on 21 May 2012 The Board of Directors 3
REPORT OF THE BOARD OF DIRECTORS OF AMPER, S.A. JUSTIFYING THE PROPOSAL TO BE SUBMITTED FOR APPROVAL IN THE GENERAL MEETING OF SHAREHOLDERS IN CONNECTION WITH THE DELEGATION IN FAVOUR OF THE BOARD OF DIRECTORS TO ISSUE FIXED INCOME SECURITIES, BOTH SIMPLE AND EXCHANGEABLE AND / OR CONVERTIBLE WITH AUTHORITY, WITH THE POWERS TO INCREASE THE SHARE CAPITAL AND TO EXCLUDE THE RIGHT OF PREFERENTIAL SUBSCRIPTION. The Board of Directors drafts this report in compliance with the provisions set out in Articles 286, 414 and 415 of the Capital Corporations Act in order to justify the proposal to be submitted for approval in the Board Meeting in connection with the delegation in favour of the Board of Directors to issue fixed income securities, both simple as well as exchangeable and / or convertible, with the powers to increase the share capital and to exclude the right of preferential subscription to the shareholders. 1. - Justification of the proposal: The Board of Directors considers it advisable to have delegated authority provided for in the current regulations to be able to capture in the primary securities markets the necessary resources for the proper management of the corporate interests at all times and at the speed that these markets require. The purpose of the delegation is to provide the Board of Directors of the Company with the necessary flexibility and the capacity to respond in the competitive environment in which the Company operates, where often the success of an operation depends on the ability to undertake it quickly, without the delays and costs that inevitably is involved in the calling and holding of a General Meeting. For this purpose and under the provisions of Article 401 and other articles of the Capital Corporations Act, which govern the general rules regarding the issue of debentures, the provisions of Article 319 of the Companies Registry Regulations and the provisions of Articles 297.1 b) 506 and 511 of the Capital Corporations Act, the proposal submitted to the General Meeting is the delegation of powers to the Board of Directors to carry out the following: a) issue debentures, bonds and other fixed income securities, both simple as well as exchangeable and / or convertible, and "warrants" on newly issued shares or outstanding shares of the company by establishing the basis and methods of conversion of debentures or bonds into shares, b) increase the share capital by the amount necessary to cover the conversion of the convertible fixed income securities and / or the exercise of "warrants" on newly issued shares, and c) exclude the preferential subscription rights of shareholders and holders of convertible securities and "warrants". 2. - Proposed Resolution. Given the above, the following PROPOSAL is submitted for approval by the General Meeting of Shareholders: 1
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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
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AMPER PROGRAMAS DE ELECTRÓNICA Y C
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AMPER SISTEMAS, S.A. (Unipersonal)
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HEMISFERIO NORTE BRASIL, S. L. (Uni
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GRUPO MEDIDATA INFORMÁTICA Balance
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EPICOM, S.A. Balance Sheets (Thousa
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LANDATA COMUNICACIONES DE EMPRESA,
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AMPER GROUP Balance Sheets (Thousan
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eLandia INTERNATIONAL, INC. Balance
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7. Delegation, in favour of the Boa
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a) By the subsequent and express re
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In accordance with the provisions s
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Resolutions relating to item three
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Shareholders representing at least
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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 243 and 244: esolutions to be adopted and the do
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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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Page 277 and 278: along with the functions and powers
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Page 281 and 282: - Allowance of the Board Members fo
Page 283 and 284: Mr. Ignacio Javier López del Hierr
Page 285 and 286: ACTIVITY REPORT OF THE AUDIT AND CO
Page 295 and 296: Was appointed Board Member on 25 Ja
Page 297 and 298: Changes produced in the Audit and C
Page 299 and 300: It also involves the acquisition, o
Page 301 and 302: Information and Consultations The d
Page 303: AMPER GROUP INNOVATION COMMITTEE fr
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