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

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2011 2010 2009 Trading Frequency (%) 100 100 100 Number of shares traded (in thousands) 12,072 6,832 11,402 Traded volume (Millions of Euro in cash) 36.05 31.50 70.62 Average daily trading (shares) 46,972 27,772 44,893 Annual variation in the listed price - in percentage 30/12/11 30/12/10 Variation % Amper, S.A. 1.66 2.90 -42.76 Ibex Small Caps 4,483 5,985.5 -25.10 Stock Market Indicators Consolidated Data (*) 2011 2010 Closing price (Euros) 1.66 2.90 Dividend per share (Euros) -- -- Total shareholder remuneration (Euros) -- 0.02 Total remuneration / listed price (%) -- 0.69 Stock market capitalization (Millions Euros) 53.79 93.97 Major Shareholders The share capital greater than 3% of the Social capital by 31 December 2011 was as follows: Number of shares Share capital % TVIKAP AB 7,132,290 22.01 CASTILLA LA MANCHA BANK 2,993,354 9.23 TELEFONICA, S.A. 1,873,144 5.78 CÍVICA BANK 1,652,566 5.10 NAROPA PORTFOLIO 1,638,929 5.05 LIQUIDAMBAR FINANCIAL INVESTMENTS 1,620,218 5.00
Board of Directors (i) On 23 March 2011, the Board of Directors took note of the cessation of the independent Director Mr. Juan Carlos Ureta Domingo and agreed to appoint Mr. Ignacio López del Hierro Bravo as an independent Director to fill the vacancy, until the next General Meeting of Shareholders is convened. (ii) The Annual General Meeting of Shareholders held on 29 June 2011 agreed to the following: Re-elect Mr. Juan José Toribio Davila as an independent Director for a new term of five years. To ratify the appointment by co-option carried out by the Board of Directors, of Mr. Alfredo Redondo Iglesias as the executive director, re-electing him for another term of five years. To ratify the appointment by co-option carried out by the Board of Directors, of Mr. Ignacio López del Hierro Bravo as an independent director, re-electing him for another term of five years. To ratify the appointment by co-option carried out by the Board of Directors, of TVIKAP AB as a Nominee Director, re-electing it for another term of five years. Set the number of members to serve on the Board of Directors, within the minimum and the maximum number provided for in Article 20 of the Articles of Association, at 10. (iii) The Board of Directors Meeting held on 26 July 2011 agreed to appoint CCM Renting, S.A. as a Nominee Director, following the cessation of Mr. Gorka Barrondo Agudín by co-option, and to fill the vacancy, until the next Annual General Meeting is held. CCM Renting, S.A. appointed Mr. Luis Suarez Banciella to act as its representative. (iii) The Board of Directors Meeting held on 25 January 2012 agreed to appoint Aralia Asesores, S.L. as a Nominee Director, following the cessation of the Director TVIKAP AB by co-option, and to fill the vacancy, until the next Annual General Meeting is held. Aralia Advisors S.L. appointed Mr. Jose Manuel Arrojo Botija to act as its representative.
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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
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 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89: • The last listed price was 1.66
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
Page 139 and 140: 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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