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

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General Information of the Company Company name and headquarters AMPER, S.A. Calle Marconi, No. 3 Parque Tecnológico (Technology Park) of Madrid 28760 TRES CANTOS (Madrid) Constitution, Registration and Corporate Life Limit The Company was established under the corporate name, AMPER RADIO SOCIEDAD LIMITADA, in Madrid on 13 July 1956 and appears registered in the Companies Registry of Madrid, dated 17 November 1956 on page 2205, folio 175 of General volume 1148, 135 of section 4 of the Companies Book. On 19 January 1971 the company became a CORPORATION, and on 27 January 1976 the company changed its business name to AMPER CORPORATION. Corporate Purpose It is set out in Article 2 of the articles of association which states: Article 2) 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. Share Capital The share capital amounts to 32,403,256 Euros, and is divided into 32,403,256 shares with a nominal value of one euro each, fully paid up and represented by book entries, numbered consecutively starting from 1. On 21 May 2012, the Board of Directors approved a capital increase with the exclusion of preferential subscription rights, amounting to 8,663,972 Euros, by issuing 8,663,972 new shares. At the date of this notice, these new shares have not yet been subscribed and paid up. Call for General Meetings The General Meetings of Shareholders, both the ordinary and extraordinary meetings, should be called with one month's notice, at the very least, prior to the date specified for the meeting, publishing the notice of the meeting in the Official Gazette of the Companies Registry or in one of the major newspapers in Spain and in the website of the company (www.amper.es) and in the website of the National Securities Market Commission.
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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
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Article 7. Convening of a meeting a
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Article 11. Agenda The agenda shall
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esolution previously adopted to suc
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Article 28: Publication Following i
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other existing paid-up share capita
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each issue or issue tranche; howeve
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
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Article 16 B: Right to information
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The shareholders representing at le
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The Board of Directors shall meet w
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All this makes it advisable to adap
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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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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
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
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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
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: Changes produced in the Audit and C
Page 301 and 302: Information and Consultations The d
Page 303: AMPER GROUP INNOVATION COMMITTEE fr
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