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

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Note: The Board of Directors has proposed, at the Ordinary General Meeting which is scheduled to be held on second call on 27 June 2012, the amendment of some of the articles of this Regulation. CHAPTER I. GENERAL PROVISIONS. AMPER CORPORATION ARTICLES OF ASSOCIATION Article 1) Article 2) The name of the company is AMPER, S.A. and it is governed by these Articles of Association and by the existing legal provisions that are applicable at all times. The main purpose of the company consists in the research, development, manufacture, repair, marketing, engineering, installation and maintenance of telecommunication and electronic systems and equipment, and their components. It also involves the acquisition, ownership, administration, mediation, encumbrance or provision of all kinds of movable and immovable property, stocks, shareholdings and transferable securities in general, but in no case does it constitute an activity that is subject to special legislation of collective investment entities, nor of the stock market. The activities included in the corporate purpose mentioned above may be indirectly carried out by the Company in whole or in part, through ownership of stocks or shareholdings in companies with an identical or similar purpose. Article 3) The duration of the company is indefinite. Article 4) Article 5) The company began its operations on the date of its constitution and is duly registered in the Companies Registry of the Province of Madrid in the General Volume 1,148, 135 of section 4 of the Companies Book, Folio overleaf 183, sheet No. 2205, entry 1. The company has its seat in the Parque Tecnológico (Technology Park) of Madrid, Calle Marconi No. 3, 28760 TRES CANTOS (Madrid) The company may also establish branches, agencies or offices in Spain, as well as abroad, by resolution of the Board of Directors, a body that shall also be competent to arrange the transfer of the registered office within the very city of Madrid, as well as to agree 1
upon the termination or relocation of branches, agencies and offices. CHAPTER II. SHARE CAPITAL AND SHARES. Article 6) The share capital currently amounts to 32,403,256 Euros and is represented by 32,403,256 nominative ordinary shares of the same unique class of a nominal value of one Euro each share, numbered from 1 to 32,403,256, both figures inclusive, and fully subscribed and paid up. The Board of Directors is authorised to increase the share capital in the terms and deadlines established by Article 297 of the Capital Corporations Act by 16,201,628 Euros more, that is, to the amount of 48,604,884 Euros.” Note: The execution of a capital increase approved on 21 May 2012 is still pending. Article 7) The shares shall be represented in book entries. As long as the shares of the company are listed in the Stock Exchange, the maintenance of the accounting records of these shall correspond to the Securities Clearing and Settlement Services, which is responsible for the Central Registry and for the entities attached to it in the terms established in the provisions that apply. The shares are transferable by all means recognised by the Rule of Law. The foreign natural and legal persons and, likewise, the Spanish residents living abroad, may subscribe or acquire shares of the company under the terms and conditions set forth in the law provisions that are in force and which are applicable to the Company. Article 8) All shares confer the rightful holder of the shares membership as well as the rights conferred by Law and these Articles of Association. Under the terms established in the Law and in these Articles of Association, and except as provided therein, the shareholder will have at least the following rights: a. That of participating in the distribution of corporate earnings and in assets resulting from liquidation. 2
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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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members are present or represented
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This Regulation aims to: a) Make pu
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• Significant events notified to
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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
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Page 221 and 222: other existing paid-up share capita
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Page 231 and 232: Article 16 B: Right to information
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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 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
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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
Page 279 and 280: ACTIVITY REPORT OF THE APPOINTMENTS
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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