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Tuesday, June 28, 2022

SEPI, SAPA and Amber take control of Indra by firing Independents and appointing Aperribay as Director

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Another independent, Isabel Torremocha, is not renewing her mandate


The State Industrial Participation Society (SEPI), SAPA Placencia and Amber Capital have taken control of Indra’s board after appointing Jokin Aperribay as the Basque group’s proprietary director and calling for the removal of four independent directors at this Thursday’s shareholder meeting .

During the interventions, a representative of Amber Capital, which owns just over 4% of Indra and is the largest shareholder of Prisa, requested that an item be removed from the agenda of the meeting with the aim of increasing Alberto Terol, Carmen Aquerreta, Ana dismissed de Pro and Enrique de Leyva.

Likewise, the re-election of Isabel Torremocha, also an independent, was not carried out, leaving the newly appointed Francisco Javier García Sanz and Silvia Iranzo as the only independents.

Aperribay, a member of SAPA Placencia’s founding family, won 53.1% of the vote to become a director despite having a report against the Compensation Committee. A percentage virtually identical to that of shareholders who supported the layoffs.

Along with Aperribay, Miguel Sebastián, Antonio Cuevas, Francisco Javier Sanz and Luis Abril, all with votes of over 90% of shareholders, this executive has renewed his mandate as directors.

The board resulting from the meeting consists of two independent directors, three proprietary directors, the company’s president, Marc Murtra, as another external director, Abril and Ignacio Mataix as executive directors, Guillermo Guerra as secretary and Fabiola Gallego as deputy secretary of the board .

These should soon be joined by Juan Moscoso, who will be SEPI’s third director after the public holding company has surpassed 25% of the capital, allowing it to elect a new representative.

With this meeting, a governance crisis between SEPI and part of the independents, triggered last year with the replacement of Fernando Abril Martorell, is considered closed, as the public body intends to launch a “new phase of the company”.

More than 75% of the group’s shareholders were present at the meeting and all procedural points such as accounting, the sustainability report, remuneration and the proposal for the appropriation of profits were approved. Deloitte was also re-elected as the company’s auditor.


The meeting raised the tone when a representative from Amber, the largest shareholder in Prisa and a shareholder in Indra with just over 4%, proposed an additional vote to dismiss four independent directors: Alberto Terol, Ana de Pro, Enrique de Leyva and Carmen Aquerreta.

Amber’s rep said the company needed more stability and a “more comprehensive restructuring” of its board of directors.

Following this request, directors Alberto Terol and Enrique de Leyva took the floor to consider that the decision will cause “serious damage” to the company.

Terol ironically pointed out that in the next 24 hours before the meeting he had actually resigned with a resignation that affected him “little”.

The director has branded the decision to sack four independents as “crazy”, noting that both he and other directors have tried to understand “the government’s plans” on defense so that they are factored into corporate strategy would.

For his part, De Leyva has asserted that he is not a person whose arm can be “bent” and has asserted that he has no intention of continuing in a company controlled by SEPI and its allies.


Prior to the dialectical confrontation and voting, Murtra and Mataix gave two speeches, marked by the company’s commitment to strengthen its defense division in the face of the change of context brought about by the Russian invasion of Ukraine.

Murtra has assured that the Spanish tech company must be the pole that consolidates the Spanish defense sector, as it has the capacity to do so by being a technology leader trained to manage projects at national and international level.

The company’s president has stressed the need to coordinate with the government to meet defense targets at a time of budget increases for these items and a week ahead of the NATO summit in Madrid.

Murtra has stressed that Spain’s defense sector continues to face problems of insufficient size and investment capacity, as well as “gaps” in critical capabilities that need to be filled.

In addition, outside the Spanish framework, the company’s president has emphasized that Indra must continue to enter new markets while strengthening itself in the group’s key countries.

He also had words for Minsait, a company that aims to focus on its highest value-added and highest-margin segments and strengthen its independent operational capacity.

Regarding Minsait, Mataix stressed that he is confident that both the technology subsidiary and Indra will secure further major projects from European funds “very soon”.

Mataix has celebrated that 2021 was a record year in terms of revenue and portfolio, as well as the return to the dividend, which is planned for July at €0.15 per share.

Among other things, he addressed the importance for the group of moving forward with the European project for the future FCAS combat air system, as well as balancing costs in the current scenario of inflation and supply chain management.

Both have offered words of gratitude to former Chief Financial Officer Javier Lázaro and former CEO Cristina Ruiz after stepping down from their posts over the past six months.

Source europapress.es

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