The dismissed directors of Indra attribute their departure to a concerted action for SEPI to take control

The four independent directors dismissed at the shareholders’ meeting Indra –Alberto Terol, Enrique de Leyva, Ana de Pro and Carmen Arrequeta– have published this Tuesday their version of the events in which they attribute their departures to a concerted action between the State Industrial Participation Company (SEPI), the Amber fund, owned by the owner of PRISA, and the Basque group SAPA, so that SEPI takes control of the company.

In four missives published by the technology and defense company in the National Securities Market Commission (CNMV), the former directors suggest, among the reasons to justify their dismissal, their defense of the figure of independent directors, as well as their opposition to the appointment of Marc Murtra as CEO.

In addition, Silvia Iranzo’s resignation letter has also been published, in which she justifies her decision in the face of her “disagreement” with the agreements adopted by the general meeting of shareholders of dismissal and no re-election of five independent directors who, in his opinion, “suppose lowering the company’s corporate governance standard”. But not that of the counselor who was not renewed at the meeting, Isabel Torremochawho has given up submitting his brief, according to Europa Press.

The four directors coincide in their letters in emphasizing their good job on the boardin defense of the interests of the Minority shareholders not represented, as well as their search for consensus with the rest of the representatives of the shareholders, despite the discrepancies. In fact, they have included in the notes their good ratings obtained last February by the Appointments, Remuneration and Corporate Governance Committee, with the support of the KPMG Consulting, and approved by the shareholders who stopped them on Thursday.

From my appointment as director on December 18, 2020 until the date of my resignation, all the matters that have been dealt with in the Board have been resolved by consensusas is logical when debates take place and there are different opinions, which later result in a voting and decision making. In my opinion, this is precisely the meaning of having an administrative body, and not a single administrator. And that is what allows ensure that the interests of all shareholders are represented”, explains Ana de Pro in her letter.

“It seems that three shareholders representatives of approximately 38% of the capital jointly made a series of decisions to expel five independent directors from Indra’s board who exercised their independence at a strategic moment for Indra in which critical decisions are going to be made for its future”, points out carmen aquerretawhile Alberto Terol qualifies as “striking” that a shareholder who has acquired their shares few days before of holding the General Shareholders’ Meeting questions the cohesion and stability of the company’s board”.

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Amber Capitalthe British investor firm Joseph Oughourianowner of PRISA, acquired 4.2% of the technology company One week before of the board and, without any member on the council, proposed the departure of Alberto Terol, Enrique de Leyva, Ana de Pro and Carmen Arrequeta and the non-renewal of Isabel Torremocha; supported by SEPI, with more than 25% of the capital, and SAPA, with 5%. “How and from whom did you obtain the messages that lead you to a conclusion aimed at proposing an agreement as drastic as the immediate dismissal of four specific directors and the non-renewal of the fifth, all of them independent directors? I ignore it. But the truth is that this proposal has obtained the support from SAPA and SEPI”, Add.

Another of the advisers Enrique de Leyva Perezhas even pointed to the possibility that “the directors or shareholders” who have “advised Amber” to propose her dismissal have done so “because they foresee that, to certain changes they want to raise (perhaps the executive functions for the president) or certain decisions they want to make in the future, my vote will not be to your liking and not be able to bend him.” “Such a decision can only be due to the SEPI’s claim to form a new majority on the boardto which directors who do not oppose its claims are incorporated, counting for this with the agreement of the shareholding block that has approved said proposals for termination and non-renewal”, concludes Terol.

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