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

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paradigm of the Semantic Web which enables it to improve crisis management in complex scenarios in which a large number of very diverse organizations participate, all of this under strict security measures and authentication. • SINTONIA. The SINTONIA project (Unmanned Systems with Zero Environmental Impact) includes the participation of 23 companies and 25 Research Bodies in the field of Aeronautics (UAS). Amper leads and coordinates the work packages of Communications and Navigation. In 2011, Amper received, along with 12 other entities, the award of the “HIT-GATE Project: Heterogeneous Interoperable Transportable GATEway for First- Responders” within the Seventh Framework Programme (FP7) funded with European funds. The project will start during 2012 and it is scheduled to last for 3 years. ENVIRONMENTAL ISSUES The Company does not have any liabilities, expenses, assets, provisions or contingencies of an environmental nature that may be significant in relation to the assets, financial position and the results thereof. For this reason, specific disclosures are not included in this Management Report regarding information on environmental issues. DERIVATIVES AND HEDGING TRANSACTIONS The swap transaction on the interest rates is maintained to manage its exposure to the fluctuations thereof in the syndicated loan, which is owned by Amper, S.A. FUTURE OUTLOOK The current situation of global economic and financial turmoil has a significant impact on ongoing programmes and in future decisions in both the private sector as well as in the public administration, and this constitutes an international stage of uncertainty. However, the strategy of technological and geographical diversification followed by Amper allows the Company to offset expected lower growth segments with others whose estimate is more favourable, such as in the case of Latin America or Asia. On the other hand, and regardless of the market conditions, Amper has continued with its internal transformation programme for the optimisation of its resources and talents, which has had and will continue to possess direct reflections in its size, and in the improvement of its efficiency. This allows us to think that, in 2012, Amper could reach an increase greater than 10% in the turnover and an increase greater than 20% in EBITDA, considering a Euro / USD exchange rate of 1.3. AMPER IN THE STOCK MARKET The share capital of Amper, S.A. amounts to 32,403,256 Euros and is represented by 32,403,256 nominal shares with a nominal value of one Euro each. The shares had the following stock market performance during 2011:
• The last listed price was 1.66 Euros, with a maximum of 4.37 Euros in April and a minimum of 1.19 Euros in November. • The share had a trading frequency of 100%, trading in the 257 sessions of the financial year. • 12,072 thousands of shares were traded, the equivalent to 37% of the capital. • The effective trading amounted to 36.049 Million Euros, with a daily average of 140 thousand Euros. Amper, S.A. forms part of the "Communications and Information Services" Sector and the "Electronics and Software" Subsector. The shares of Amper have been included in the Ibex Small Cap since 1 July 2005. Stock Market Evolution Effective Trading Listed Prices (Euros) Trading Thousand s of (Thousand Euros) Shares Days Maximum Minimum January 2,147 734 21 3.08 2.76 February 8,616 2,488 20 3.95 2.90 March 3,694 1,025 23 3.95 3.21 April 5,929 1,438 19 4.37 3.79 May 4,592 1,156 22 4.21 3.72 June 1,837 513 22 4.10 3.20 July 1,408 430 21 3.68 3.00 August 671 232 23 3.23 2.57 September 928 377 22 2.95 2.15 October 1,983 947 21 2.23 1.96 November 2,249 1,502 22 2.15 1.19 December 1,995 1,229 21 1.91 1.25 2011 36,049 12,071 257 4.37 1.19
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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
Page 37 and 38: Group companies consolidated under
Page 39 and 40: 10. Trade and other receivables The
Page 41 and 42: This reserve will only be used unde
Page 43 and 44: The amount of variation in scope of
Page 45 and 46: The breakdown of bank financing at
Page 47 and 48: At 31 December 2011, Group companie
Page 49 and 50: Provincial Appeal Court also ordere
Page 51 and 52: 17. Business and geographical segme
Page 53 and 54: (Thousands of Euros) YEAR 2011 Defe
Page 55 and 56: Inter-segment sales are made at pre
Page 57 and 58: The methodology used to establish t
Page 59 and 60: 19. Tax affaires Most of the compan
Page 61 and 62: Company 31.12.09 Additions Scope va
Page 63 and 64: At 31 December 2011 and 2010, the G
Page 65 and 66: Remuneration to members of the Boar
Page 67 and 68: 26. Other contingencies The Amper G
Page 69 and 70: 27. Subsidiaries Below we present d
Page 71 and 72: Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75 and 76: Defence Communications and Security
Page 77 and 78: Outlook Despite the outlook of unce
Page 79 and 80: for an amount of 92 Million Euros,
Page 81 and 82: Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87: RESEARCH AND DEVELOPMENT Amper, in
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: Specify the most significant change
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: Specify why they cannot be consider
Page 105 and 106: B.1.10 With regard to the recommend
Page 107 and 108: Type of Directors By company By gro
Page 109 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115 and 116: NO B.1.25 Specify if the Articles o
Page 117 and 118: B.1.32 Explain, where appropriate,
Page 119 and 120: B.1.38 Specify whether the Audit Re
Page 121 and 122: the Law on Public Limited Companies
Page 123 and 124: Brief description ORGANISATIONAL AN
Page 125 and 126: Name of the Committee APPOINTMENTS
Page 127 and 128: The Committees of the Board of Dire
Page 129 and 130: D.1 Description of the risk policy
Page 131 and 132: equired, its renewal or non renewal
Page 133 and 134: YES Specify the measures adopted Th
Page 135 and 136: Amper, S A losses for the fiscal ye
Page 137 and 138: 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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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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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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