2. General meeting of shareholders
The General Meeting of Shareholders duly convened in accordance with all legal formalities and those of the Articles of Association and its own Regulations, is the supreme and sovereign body of expression of the will of the company. Its resolutions are binding on all its shareholders, including absent or dissenting shareholders, without prejudice to any remedies they may have at law.
Authorities
The General Meeting is authorized to pass all kinds of resolutions concerning the Company and, in particular, and subject to any other powers vested by the applicable regulations, the exercise of the following powers is reserved to such body:
(a) To resolve on the individual annual accounts and, where appropriate, the consolidated accounts of the Company and its Group, as well as on the distribution of the income or loss.
(b) To appoint and remove administrators, as well as, confirm or revoke those provisional appointments of said administrators made by the Board, and to review their management.
(c) To appoint and remove the auditors.
(d) To resolve the issuance of bonds, the increase or reduction of capital, the exclusion or restriction of pre-emption rights, transformation, merger, split-off or dissolution of the Company, the global allotment of assets and liabilities, the approval of the final liquidation balance sheet, the transfer of the registered office abroad and, in general, any amendment to the Company’s Articles of Association.
(e) To authorize the Board of Directors to increase the Company’s capital, or to proceed to the issuance of bonds and other fixed yield securities.
(f) To approve the adoption of remuneration systems consisting of the granting either of shares or stock options, as well as any other remuneration system linked to the value of the shares, for the benefit of directors, and to conduct an advisory say on pay vote on the annual report on Directors´ compensation.
(g) To pass the Regulations of the General Meeting of Shareholders and their subsequent amendments.
(h) To resolve on the matters submitted to it by a resolution of the Board of Directors.
(i) To grant the Board of Directors the powers it may deem fit to deal with unforeseen issues.
(j) To approve those transactions which might entail an effective amendment of the corporate purpose and those whose effect may be equivalent to the liquidation of the Company.
Proceedings
The Board of Directors shall convene the Annual General Meeting necessarily once a year; within the first six months of the closing of each financial year in order to, at least, review the company’s management, approve, where appropriate, the accounts of the previous year and decide upon the distribution of income or loss.
The Extraordinary General Meeting shall meet when the Board of Directors so resolves or when a number of shareholders representing at least 5% of the share capital so request, expressing in the request the business to be transacted. In this latter case, the General Meeting of Shareholders must be convened to be held within the deadline provided in the applicable regulations and the agenda of the meeting must necessarily include the matters that were the subject of the request.
In the resolutions to call the General Meeting, the Board of Directors shall require the presence of a Notary to take the minutes of the General Meeting.
General Meetings must be convened by the Board of Directors through notice published in the Official Gazette of the Companies Register, on Inditex’s web site (www.inditex.com) and on CNMV’s web site (www.cnmv.es), at least one month in advance of the day scheduled for the meeting to be held, or within any longer period required by law, where appropriate, on account of the scope of the resolutions submitted for deliberation. The notice must state the name of the Company, the day, time and place of the meeting, as well as the date on which, if appropriate, the General Meeting shall be held on second call, and there must be at least a 24-hour period between one call and the other. The notice shall likewise state, clearly and precisely, all the matters to be discussed therein.
No later than the date of publication, or at any rate the business day that immediately follows, the notice of the meeting shall be sent by the company to the CNMV, and to the Governing Organisations of the Stock Exchanges where the company’s shares are listed for its insertion in the relevant Listing Bulletins. The text of the notice shall also be available at the Company’s web page.
Quorum required to hold a valid General Meeting of Shareholders
| Call | General rule (sec. 193 ACC) |
Special cases (sec. 194 ACC) |
| First | To be validly held on first call, shareholders who are present or represented by proxy must represent at least 50% of the subscribed share capital with the right to vote. | To be validly held on first call, shareholders who are present or represented by proxy must represent at least 50% of the subscribed share capital with the right to vote. |
| Second | Generally, the General Meeting shall be validly held regardless of the share capital attending the same. | Shareholders present or represented by proxy must represent at least 25% of the subscribed share capital with the right to vote. |
Passing of resolutions
The system regarding passing of resolutions is that provided in the Act on Capital Companies.
Attendance to the Annual General Meeting of Shareholders held during FY2013
| Date of latest Annual General Meeting | 16-07-2013 |
| Attendance data | |
| % attendance in person | 0.08% |
| % attendance by proxy | 84.59% |
| % distance voting | |
| Electronic vote others |
1.,16% (1) |
| Total | 85.83% |
(1) A total number of 143 shareholders cast remote vote by post
Resolutions passed
The full text of the resolutions passed by the Annual General Meeting held for FY2013 and the result of the votes thereof are available at www.inditex.com.
All resolutions were passed by majorities of votes between 99.28% and 99.84%.
Specifically, resolutions were passed regarding the items below:
“First.- Review and approval, where appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account, Shareholders’ Equity Statement, Cash Flow Statement and Annual Report) and Management Report of Industria de Diseño Textil, Sociedad Anónima, (Inditex, S.A.) for fiscal year 2012, ended on 31 January 2013.
Second.- Review and approval, where appropriate, of the Annual Accounts (Balance Sheet, Profit and Loss Account, Statement of Comprehensive Income, Shareholders’ Equity Statement, Cash Flow Statement and Annual Report) and Management Report of the consolidated group (Inditex Group) for fiscal year 2012, ended on 31 January 2013 and of the management of the company.
Third.- Review and approval, where appropriate, effective as at 1 February 2013, of the Balance Sheet Revaluation of Industria de Diseño Textil, Sociedad Anónima (Inditex, S.A.) pursuant to the provisions of Act 16/2012, of 27 December.
Fourth.- Distribution of the income or loss of the fiscal year and distribution of dividend.
Fifth.- Approval, where appropriate, of a long term performance shares plan addressed to members of management, including the Executive Director and other key employees of the Inditex Group.
Sixth.- Authorization to the Board of Directors for the derivative acquisition of treasury stock, superseding the authorization approved by the Annual General Meeting held in 2012.
Seventh.- Advisory say-on-pay vote on the Annual Report on Directors’ Compensation.
Eighth.- Granting of powers for the implementation of resolutions”.
Shareholders’ rights
There are no by-law restrictions requiring a minimum number of shares to attend the General Meeting of Shareholders.
All shares of the Company have the same voting and financial rights attached and there are no legal or by-law restrictions on the acquisition or transfer of shares.
As regards the exercise of voting rights, the only restriction is that provided in section 83.1 of the Act on Capital Companies, according to which any shareholder who is in arrears regarding any outstanding payments may not exercise their voting right..
Encouragement of informed participation of shareholders
The information on the Annual General Meeting of Shareholders is included in the section “General Meeting of Shareholders” of the corporate web.
With regard to the Annual General Meeting of Shareholders held in 2013, this section (http://www.inditex.com/en/investors/corporate_governance/annual_general_meeting) includes the links to the Electronic Forum of Shareholders and the electronic voting and voting by proxy, platform, the notice calling the AGM and the agenda, the proposed resolutions in respect of the items of the agenda, the documents submitted to the approval of the Annual General Meeting of Shareholders (annual accounts, management reports and auditor’s reports, individual and consolidated, and Inditex’s balance sheet revaluation), the statement of responsibility on the contents of the annual financial report, the Annual Corporate Governance Report, the Annual Report on the Remuneration of Directors, the Annual Report of the Audit and Control Committee, the Activities Report of the Nomination and Remuneration Committee, the document implementing the internal regulations on remote voting and granting of proxy, the voting card and the remote proxy granting, the information on the aggregate number of shares and voting rights at the date of calling, and the resolutions passed by the AGM, the information on votes cast and the outcome of the voting, and the link to the online webcast with the Annual General Meeting of Shareholders.
Relationship with Investors
Information on the relationship with investors is provided in the Section headed “Investors and Stock Market indexes” of this Annual Report.