Indra Sistemas : General Extraordinary Shareholders Call (18/01/2017)

Alcobendas, 18 January 2017

SPANISH STOCK EXCHANGE COMMISSION

According to article 228 of the Securities Market Act and related legislation, Indra makes public the following:

RELEVANT EVENT

The Board of Directors of Indra has resolved to call a General Extraordinary Shareholders Meeting according to the agenda and proposals of resolutions enclosed herewith.

This notice will be also published in compliance with article 516.2 of the Spanish Companies Act and related rules.

Since the call for the meeting is published and at least until the General Extraordinary Shareholders Meeting takes place, all the information included under paragraph "INFORMATION RIGHTS" will be available continuously for examination in the Company's website (www.indracompany.com).

The foregoing is reported for all pertinent effects. Yours faithfully,

Carlos González Vice-Secretary to the Board of Directors EXTRAORDINARY SHAREHOLDERS MEETING

By resolution of the Board of Directors, Shareholders are called to the Extraordinary Shareholders Meeting of Indra Sistemas, S.A. to be held at the corporate offices located at Alcobendas (Madrid), Avenida de Bruselas 35, this upcoming 20 February 2017 at first call at 12:30 p.m., or, in the event a quorum is not present the next day, 21 February 2017 at the same time and place on second call in order to consider and decide the following matters:

AGENDA

First.- As a consequence of the submission of a public tender offer for the shares of Tecnocom, Telecomunicaciones y Energía, S.A. ("Tecnocom"), and conditioned upon authorization by the Comisión Nacional del Mercado de Valores ("Spanish Securities Exchange Commission" or "CNMV") and other competent administrative bodies, and pursuant to the terms and conditions contained within the tender offer, increase the share capital by no more than 2,591,371.80 euros by means of the issuance and placement in circulation of up to 12,956,859 shares of common stock with a par value of 20 euro cents each, of the same class and series as are currently in circulation, with a share premium to be established by the Board of Directors at the time of execution of the capital increase. Subscription and delivery of the new shares in exchange for non-cash consideration consisting of shares of Tecnocom whose owners do so through the Public Tender Offer for shares submitted by the Company, whether those owners exchange their shares voluntarily through the Public Tender Offer or, if applicable, in exercise of purchase rights through a forced sale. Declaration of the nonexistence of pre-emptive rights and the express possibility of an incomplete subscription of the increase in accordance with the provisions of Article 14.5 of the Real Decreto 1066/2007 of 27 July. Delegation to the Board of Directors, under the authority permitted by Article 297.1.a) of the Ley de Sociedades de Capital, the powers necessary to determine conditions of the increase not provided for at the shareholders' meeting including, among others, determination of the amount of the share premium, adapting Article 5 of the company bylaws to reflect the new amount of authorized capital. Request for listing of the newly issued shares on the Stock Exchanges in Madrid, Barcelona, Bilbao and Valencia and for their inclusion in the Sistema de Interconexión Bursátil Español ("Mercado Continuo").

Second.- Information for the meeting regarding the issuance of convertible bonds. RIGHT TO PRESENT NEW PROPOSALS FOR RESOLUTION

In accordance with Article 519.3 of the Consolidated Text of the Spanish Companies Act, Shareholders representing at least three percent of Company equity may present proposals based on matters already included or which shall be included in the Agenda of

the already called General Shareholders' Meeting. The Company will assure distribution of these proposed resolutions and their accompanying documentation.

This right shall be exercised by sending a certified notification indicating the identity of the Shareholder or Shareholders exercising said right and the number of shares that they own, and must be received at the Company's registered office within five days following the date when the call of the General Shareholders' Meeting was published.

RIGHT TO INFORMATION

From publication of the call and until the fifth day before the scheduled Meeting, Shareholders may request information that they deem appropriate or clarification from the Board of Directors (what they may also do verbally during the meeting) or they may submit written questions which they deem relevant regarding items appearing in the Agenda. Additionally and within that period in writing or verbally during the Meeting, shareholders may request information or clarification or submit written questions regarding any public information which the Company has submitted to the CNMV since 30 June 2016, the date of the last Annual Shareholders' Meeting as well as regarding the auditor's report. For these matters, Shareholders may apply to the Shareholder Office by telephone at [phone]; or by email at [e-mail] or use forms placed on the Company's website for that purpose (www.indracompany.com). In order to do this, Shareholders should present reliable identification (DNI, passport, or NIE), as well as provide information regarding the shares they own.

From publication of the call and until the holding of the Meeting, every Shareholder who wishes to do so may review the following information at the corporate offices or the Company's website (www.indracompany.com) and request that it be delivered immediately and free of charge, the following information:

1. Call notice.

2. The total number of Company shares and voting rights on the date the Meeting is called.

3. The full text of the proposed resolution for the First item of the Agenda as well as the information that is made available to the shareholders in relation to the Second item of the Agenda.

4. The Directors' report and supporting information of the content of the resolution included in the First item of the Agenda legally required or otherwise deemed appropriate.

5. With regard to the Second item of the Agenda, the Directors' report and the report issued by PricewaterhouseCoopers Auditores, S.L., an auditor other than the

   Company's auditor, in accordance with Articles 414, 417 and 511 of the Spanish Companies Act, regarding the issuance of convertible bonds approved by the Company's Board of Directors on 26 September 2016.

6. Procedures established by the Company in order to make distance voting possible and the forms made available to Shareholders to do so. Without prejudice to the foregoing, such information will be made available here regarding such procedures.

7. Valid requests for information, clarifications or questions that may be asked by Shareholders in exercise of their right to information and, where appropriate, the answers provided by the Directors.

SPECIAL INFORMATION TOOLS

In accordance with article 539 of the Spanish Companies Act, the Company has a corporate website www.indracompany.com in order to make it easier for Shareholders to exercise their right to information and in order to distribute information required by applicable law.

From the time of publication of this call and up until the moment that the Meeting begins, the above mentioned Company's website will contain an Electronic Shareholders Forum accessible to all Shareholders as well as to voluntary shareholder associations which are registered in the special Registry created for that purpose at the Comisión Nacional del Mercado de Valores ("CNMV").

Rules governing access and use of the Electronic Shareholders Forum are available for review on the same Company's website in the section dedicated to the Extraordinary Shareholders Meeting.

ATTENDANCE AND VOTING RIGHTS

Shareholders whose shares are registered in the books of account five days before the date of the Meeting are allowed to attend. This circumstance must be evidenced at the entrance to the premises where the General Meeting is held, by means of the attendance card indicating the number of shares held by them as well as the number of votes they can cast. Each share shall be entitled to one vote at the Meeting.

PROXY PROCEDURE AND PROCEDURE FOR LONG DISTANCE VOTING

The Board of Directors, under the power granted by Article 14 of the Bylaws and Articles 7 and 12 of the General Shareholders Meeting Regulations, has authorized the following procedures and requirements for the exercise of proxy rights and long distance voting at this General Shareholders Meeting: