Shareholders


Shareholders
Ner of shares
% of Share Capital
Caja Madrid
32,831,856
20.00
Corporación Financiera Alba
16,413,254
10.00
Casa Grande de Cartagena
9,329,794
5.68
Gas Natural
8,206,627
5.00
CajaAstur
8,212,805
5.00
Free-Float
89,138,203
54.31
TOTAL SHARES
164,132,539
100.00

Indra is fully aware that responsibly managing its relationships with shareholders and investors is a pillar of its economic sustainability since, without shareholders, Indra would lack the capital resources necessary to conduct its business.

Accordingly, the company aims to cement long-term relationships with shareholders and investors and understands that this inevitably involves winning investors’ trust, especially in terms of a solid and sustainable business strategy that ensures the company’s growth; a competitive remuneration policy that rewards the trust placed in it; a transparent, truthful and rigorous disclosure policy; and a corporate governance regulation that ensures good governance.

A business strategy that ensures sustained and sustainable growth

In a year in which the computer services market contracted, Indra continued to outperform its competitors based on a differentiated business strategy that focuses on innovation, talent and sustainability. This way, the value of our company continues to grow.

Stock market performance and remuneration policy

At 31 December 2009, Indra’s share capital totalled €32,826,507.80, fully subscribed and paid up, and represented by 164,132,539 ordinary shares, each with a par value of €0.20, and all belonging to the same class. All the shares are admitted to trading in the four Spanish stock markets.

The ordinary shares have been trading in the Continuous Market since 23 March 1999, in the Electronics and Software segment of the Information and Communication Services sector. Similarly, since 1 July 1999, Indra has been listed on the Ibex 35 selective index, which includes the thirty five most representative listed Spanish companies, in terms of both market capitalisation and liquidity. At 31 December 2009, Indra’s weighting on the Ibex 35 was 0.67%.

Furthermore, on 14 April 2000, Spain’s official equity trading platform, MEFF Renta Variable, began trading call and put options on the company’s ordinary shares.

Finally, Indra is listed on major international indices, such as the MSCI IT index (since July 2003), a key reference for institutional investors in the sector, the FTSE eTX, which includes the main European technology securities, and the Dow Jones STOXX Broad Market Indices, which include the top European listed companies. Likewise, since 18 September 2006, Indra’s shares have been trading on the Dow Jones Sustainability World Index (DJSWI) and the Dow Jones STOXX Sustainability Index (DJSI STOXX) which select those companies that make the greatest effort to adjust their activity to sustainability criteria from among the best companies in the world and in Europe, respectively.



Stock market indicators

The main stock market indicators in the period were as follows:

Main Stock Market Indicators in 2009

Total number of shares (31-12-2009) 164,132,539
Number of free-float ordinary shares (31-12-09) 89,138,203
Nominal value of each share 0.20 €
Average daily trading (Number of shares) 1,074,672
Average daily trading (thousands of euros) 16,885
Trading days 254
Trading frequency 100%
Minimum daily trading (in shares) (25 May) 248,567
Maximum daily trading (in shares) (2 July) 28,010,175
Total effective trading €4,288M
Total trading in the year (in shares) 272,966,647
Total trading vs. total ordinary shares 166%
Total shares traded vs. ordinary free float 306%
Minimum price in the year (6 March and 21 April) €13.77
Maximum price in the year (21 September) €17.65
Year-end price (31 December) €16.46
Average price €15.75
Market capitalisation at 31 December €2,702M
Earnings per share (EPS) (in euros) 1.214
Cash flow per share (CFPS) (in euros) (1) 2.059
Carrying amount per share (CAPS) (in euros) (1) 5.953
Price/EPS (P/E) (2) 13.55
Price/CFPS (P/CF) (2) 8.00
Price / Carrying amount per share (CAPS) (2) 2.76
V/Sales (3) 1.13
EV/EBITDA (3) 8.66

(1) Based on the total number of shares in the company: 164,132,539 shares
(2) Based on the price at 31 December 2009
(3) Based on enterprise value (EV) at year-end: market capitalisation at 31 December 2009 + the company’s net debt on that date (€134.6M).

Ownership structure

(at 31 december 2009)

The company does not keep a nominal register of its shareholders, so it only knows the composition of its ownership structure through the information they submit to it directly or publish in application of legislation concerning significant shareholdings (which, generally speaking, obliges shareholders to report shareholdings in excess of 3% of total share capital), and through the information provided by the Spanish central securities depository, clearing and settlement company Iberclear, which the company compiles ahead of its General Shareholders’ Meetings.

Accordingly, based on the information available to Indra, at 31 December 2009 its main shareholder was Caja Madrid, with a 20% stake, followed by Corporación Financiera Alba, with a 10% stake, Casa Grande de Cartagena with 5.68% and CajAstur, with a 5.00% stake. Furthermore, according to the records held by the Securities Market Commission (Comisión Nacional del Mercado de Valores - CNMV), Barclays Bank and Fidelity International Ltd reported, on 21 November 2005 and on 11 December 2009, holding stakes of 5.15% and 2.013%, respectively.

Distribution of capital

The distribution of share capital by tranche, in accordance with data from the General Shareholders’ Meeting held in June 2009, is as follows:

Number of ordinary shares hold by shareholders Shareholders Total shares Shareholding
Up to 500 57,530 8,031,402 4.89%
From 501 to 2.000 6.,61 6,551,367 3.99%
From 2.001 to 5.000 1,283 4,011,980 2.44%
From 5.001 to 10.000 435 3,093,860 1.88%
From 10.001 to 20.000 219 3.177.290 1.94%
From 20.001 to 30.000 84 2,054,771 1.25%
From 30.001 to 50.000 62 2,317,580 1.41%
From 50.001 to 100.000 67 4,906,708 2.99%
From 100.001 to 500.000 67 12,528,032 7.63%
From 500.001 to 2.000.000 23 21,509,761 13.11%
More than 2.000.000 9 95,949,788 58.46%
Total 66,240 164.132.539 100.00%

At 31 December, treasury shares totalled 866,640, representing 0.53% of the total shares in the company.




Trading volume

Trading frequency was 100% throughout the year (254 days). Average daily trading was 1,074,672 shares, 13% lower than the previous year.

In 2009, 272.9 million shares were traded in the market, equivalent to 1.66 times the total number of ordinary shares and 3.06 times ordinary free float. Effective trading totalled €4,288M, 19% lower than in the previous year. Average daily volume and the monthly performance in 2009 are shown in the following chart:

Furthermore, with regard to volume of options traded on Indra shares on the MEFF Renta Variable market, in 2009 there were 37,520 contracts, each of 100 options, of which 22,564 were call options and 14,956 put options.



Indra’s share performance

The following table shows Indra’s maximum, minimum, average and final monthly share prices for each month of the year, and the chart below
depicts overall share performance during the year:

Indra: monthly share performance

Min
Max
Ave
Month / end
Jan
15.51
16.88
16.04 15.75
Feb
14.05
16.37
15.36 14.45
Mar
13.77
14.81
14.28 14.52
1st Q
13.77
16.88
15.23
Apr
13.77
15.02
14.46 15.02
May
14.94
16.44
15.63 16.09
Jun
14.65
16,02
15.21 15.42
2nd Q
13.77
16.44
15,10
Jul
15.20
16.18
15.70 16.12
Aug
16.00
16.63
16.32 16.55
Sep
16.19
17.65
16.97 17.04
3rd Q
15.20
17.65
16.33
Oct
16.01
17.36
16.82 16.01
Nov
15.57
16.73
16.17 15.82
Dec
15.75
16.46
15.99 16.46
4th Q
15.57
1.,36
16.33
Not including intraday prices

Indra and the sector

Following the turmoil that hit the financial markets and the global economy in 2008 and early 2009, stock markets welcomed the stabilisation of the financial and banking markets and the steady improvement in worldwide economic expectations as 2009 progressed. Against this backdrop, the leading global stock markets closed 2009 with overall gains of more than 20%, although they did not recover to pre-crisis levels.

As a cyclical sector, the computer services industry was not immune to this expectation of economic recovery, as evidenced by one of the main industry indices, the FTSE eTX, which in 2009 gained a massive 48%.

After closing 2008 on a relatively positive footing, with respect to both the Ibex and the European technological sector, Indra’s shares closed 2009 up 2%, evidencing its defensive nature.

The chart below shows Indra’s performance compared to the IBEX 35 and the European computer services companies’ average (baseline 100).


Dividend in the year

The dividend proposed by the Board of Directors for approval at the General Shareholders’ Meeting is 8% higher than the ordinary dividend charged to earnings in the previous year. Accordingly:

Dividend per share charged to 2009 earnings
Gross dividend per share
0.66
Increase vs. gross dividend per ordinary share in 2008
8%
% net profit or EPS (payout)
55%
Dividend yield
4%

Relations with shareholders and investor

In 2009, Indra futher implemented an active communication policy in order to ensure the utmost transparency and disclosure to financial markets, making a number of presentations to institutional investors and analysts in Spain, elsewhere in Europe and the United States. We visited 380 investors during the year, 8% more than in the previous year.

At 31 December 2009, a total of 29 institutions that actively and recurrently performed stock market coverage analyses of Indra, of which 16 were international institutions. Furthermore, in December 2009, 31% of stock market research entities held a “buy” recommendation, 41% had a “hold” recommendation and 28% a “sell” recommendation. The average target price among the 28 analysts at the end of the year was €17.83, representing 8.3% upside vs. the year-end share price.

In order to respond to all enquiries and requests for information from our shareholders, Indra has a dedicated department, its Shareholders Office (telephone number: (++) 34 91 480 9800, accionistas@indra.es). In 2009, this service dealt with 1,410 enquiries concerning a variety of themes related to the company’s business, growth prospects, dividends, the Shareholders’ Meeting, share price, etc. Furthermore, the Shareholders Bulletin (Revista del Accionista) has become increasingly important as a communication medium aimed specifically at minority shareholders.

In the “Shareholders and Investors” section of our website www.indracompany.com/en, as well as the content required under CNMV Circular 1/2004, dated 17 March, in application of the Transparency Act, we include other useful information for shareholders and investors, such as the possibility of subscribing to a mailing list. Subscribers periodically receive from the Shareholders Office all information published externally by the company: press releases, communiqués, significant events, financial results and the annual report.

In this “Investor Relations” section of the website, we provide shareholders with permanent, updated and detailed information about the company:

  • Key figures, financial and stock market data.
  • Corporate governance information.
  • Quarterly financial statements in userfriendly PDF and Excel formats.
  • Dividend information.
  • The latest presentations to investors and analysts.
  • The investor calendar, including the annual schedule of events arranged with analysts and investors and projected quarterly earnings publication dates.
  • Analysts’ recommendations on Indra, including their latest reports.
  • Information regarding the next General Shareholders’ Meeting and meeting held over the last few years and the possibility, when the time comes, of following meetings online.
  • The Annual Report, in user-friendly interactive and PDF formats.

Furthermore, Indra belongs to the Spanish Association for Investor Relations (Asociación Española para las Relaciones con Inversores - AERI), as part of its policy to ensure best practices in communications with shareholders and with the financial community as a whole.





Indicators
2005
2006
2007
2008
2009
Number of telephone enquiries addressed by the
Shareholders Office
2,308
2,183
2,299
2,052
1,410
Number of institutions tracking Indra in the year..
41
31
27
29
29
Number of international institutions tracking Indra in the year.
24
20
15
16
16
Number of analysts’ reports
118
126
225
306
241
Number of research institutions that closed the year with a positive Buy recommendation
12
16
20
15
9

Transparent, truthful and rigorous information

Indra’s long-standing commitment to transparency in disclosure means that the company now has a number of different channels enabling it to offer a substantial amount of information to its shareholders and investors. Furthermore, these channels are adapted so as to meet the information requirements of various investor profiles, from small shareholders to institutional investors:

  • Website: An award-winner for the quality of the financial information it contains, this is our main window of communication with usershareholders and investors
  • Shareholders Office: The contact channel for all kinds of shareholders and investors, to deal with any kind of enquiry.
  • Shareholders Bulletin: Specially designed for minority shareholders. (http://www.indracompany.com/en/accionistas/revista-delaccionista)
  • One-on-one meetings
  • Visits with institutional investors.

Good governance: the basis of sustainable development

Indra has a set of internal standards and regulations, adapted to the best practices in corporate governance and designed to ensure the good governance of the company (www.indracompany.com/en/accionistas/regulations ).

  • General Shareholders’ Meeting Regulation (updated in June 2007).
  • Board of Directors Regulation (updated in December 2007)
  • Internal Code of Conduct in Matters Relating to the Securities Markets (updated in December 2009).
  • Bylaws (updated in June 2008).

From the outset, Indra has always taken on board the requirements of the Unified Code on Good Corporate Governance. Accordingly, in 2009 we made further headway in compliance with the guidelines of this Code, submitting our remuneration policy report for approval as a separate item on the agenda.

Indra is also working to make the structure of its governing bodies help the company to grow (www.indracompany.com/en/accionistas/organos-de-gobierno). In particular, we are paying special attention to fostering gender diversity in the Board of Directors. For Indra, diversity is a lever of innovation, at Board level too, and it is therefore a factor that generates competitive advantages for the company. In this connection, Indra is one of the Spanish companies with the largest number of female independent directors. The three female independent directors on the Board together represent 20% of Board members, and 43% of independent Board members.





Transparency

One of the most transparent companies
in Spain

Indra ranks fourth among the most transparent companies in Spain, according to a study made by business magazine Actualidad Económica and PricewaterhouseCoopers.

The study, which analysed the transparency of 136 listed Spanish companies, assesses their transparency with regard to 28 variables, including disclosure to the market, strategic objectives, customer management, innovation and intangible fixed assets, or information on risk control and management policies.

Indra obtained the highest possible score in the variables of transparency with regard to corporate strategy and organisation, the multi-year series of key indicators and the degree of compliance with corporate governance recommendations outlined in the Conthe Code, among others.

Corporate Governance

Perseverance. Constant adaptation and ongoing improvements in our governance standards

As established in Article 20.4 of the Board of Directors’ Regulations, the Appointments, Remunerations and Corporate Governance Committee is required to report to the Board in regard to the efficiency and compliance with the company’s good governance standards and procedures, proposing, in the event, any necessary changes. In 2009, as a result of the evaluation of efficiency and compliance with good governance standards and procedures at the company, its Internal Code of Conduct in Matters Relating to the Securities Markets was revised to bring it in line with the most recent standards, interpretative criteria and practices among Ibex 35 companies. This review concluded with approval by the Board in its December meeting of a text that entered into force on 1 January 2010.

Furthermore, in 2009, following a favourable report by the Audit and Compliance Committee, the Board of Directors approved a new Code of Ethics and Professional Conduct to replace the one introduced in 2000. As part of this new Code of Conduct, in accordance with the provisions of the Board of Directors’ Regulations concerning compliance with the guidelines established in the Unified Code on Good Corporate Governance, the Board approved the launch of a confidential communication channel to enable employees to report irregularities and submit enquiries regarding other matters in relation to the application of the Code of Conduct. The channel is known as the Direct Channel. We have set up a Monitoring Committee to interpret the Code of Conduct.

Sustainability

Responsibility in the Board of Directors

  • Approval of the Annual Report entitled “Indra, Sustainable Company”.
  • The Board is informed of the renewal for the fourth consecutive year of Indra’s membership of the Dow Jones Sustainability Indexes.
  • The text of the new Code of Ethics and Professional Conduct is presented to the Board, having been previously reviewed by the Audit and Compliance Committee.
  • The Board is notified in regard to the various awards and prizes received by Indra in 2009 relating to corporate reputation.
  • Assessment of the internal Corporate Governance standards.
  • Reform of the Internal Regulation Concerning Matters Relating to the Securities Market.
  • Presentation of risk map, risk management and policy with regard to insurance.