Authorities

The General Meeting of Shareholders is authorized to pass all kinds of resolutions concerning the Company and, in particular, and without limitation 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 directors, as well as, confirm or revoke those provisional appointments of said directors 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-emptive subscription rights, the 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 share 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 remuneration.

(g) To pass the Regulations of the General Meeting of Shareholders and any 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 objects and those the effect of which may be equivalent to the liquidation of the Company.

Likewise, in accordance with Act 31/2014 of 3 December, amending the Act on Capital Companies to improve corporate governance, the following powers are reserved to the General Meeting of Shareholders: the acquisition, disposal or contribution to another company of essential assets; the transfer to subsidiary companies of essential activities so far conducted by the Company itself; the transactions the effect of which is equivalent to the liquidation of the Company, and the remuneration policy in respect of the directors.

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 3% 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 of Shareholders must be convened by the Board of Directors through notice published in the Official Gazette of the Companies Register or in one of the newspapers with the largest circulation in Spain, at the Company’s web site (www.inditex.com) and at 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 business to be transacted therein.

No later than the date of publication, or at any rate, on 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

Passing of resolutions

The system regarding passing of resolutions is that provided in the Act on Capital Companies.

Attendance at the Annual General Meeting held during FY2014

Resolutions passed

The full text of the resolutions passed by the Annual General Meeting held in FY2014 and the result of the votes thereof are available at www.inditex.com. All resolutions were passed by majorities of votes ranging between 92.82% and 99.81%.

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 2013, ended 31st January 2014.

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 2013, ended 31st January 2014, and of the management of the Company.

Third.- Distribution of the income or loss of the fiscal year and distribution of dividend.

Fourth.- Stock split increasing the number of shares in the Company by reducing the nominal value of shares from fifteen cents of a euro (€0.15) to three cents of a euro (€0.03) per share, according to the ratio of five new shares per each existing share, without any change in the share capital; subsequent amendment of article 5 of the Articles of Association (regarding the number and nominal value of the shares which make up the share capital) and delegation to the Board of Directors, with express power of substitution, of any and all powers as may be required to implement this resolution.

Fifth.- Amendment of the Articles of Association:

a) Amendment of article 17.1 (“Notice. Universal General Meetings”).

b) Amendment of article 27.1 (“Appointment and duration of the office of Director”).

Sixth.- Amendment of section 8.1 (“Notice”) of the Regulations of the General Meeting of Shareholders.

Seventh.- Re-election of Mr Carlos Espinosa de los Monteros Bernaldo de Quirós to the Board of Directors as affiliate Director.

Eighth.- Appointment of Mr Rodrigo Echenique Gordillo to the Board of Directors as non-executive independent Director.

Ninth.- Advisory say-on-pay vote on the Annual Report on the Remuneration of Directors.

Tenth.- Granting of powers for the implementation of resolutions.”

Shareholders’ rights

Any shareholder can attend the General Meeting of Shareholders regardless of the number of shares he/she owns.

All shares of the Company carry the same voting and economic rights 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 calls on unpaid capital may not exercise their voting right.

Encouragement of informed participation of shareholders

The information on the Annual General Meeting is included in the section “General Meeting of Shareholders” of the corporate web. .

With regard to the Annual General Meeting held in 2014, 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 Annual General Meeting and the Agenda; the proposed resolutions in respect of the items of the Agenda; the documents submitted to the Annual General Meeting for approval (annual accounts, management reports and auditor’s reports, both individual and consolidated); the report of the Board of Directors regarding the proposed stock split increasing the number of shares in the Company by reducing the nominal value of shares from fifteen cents of a euro (€0.15) to three cents of a euro (€0.03) per share, according to the ratio of five new shares per each existing share, without any change in the share capital, and the subsequent amendment of the Articles of Association; the report of the Board of Directors regarding the proposed amendment of the Articles of Association in respect of reducing the term of office for Directors to four years and the manner of disclosing the notice calling the Annual General Meeting; the report of the Nomination and Remuneration Committee with regard to the motion of the Board of Directors submitted to the Annual General Meeting on the re-election of a Director and the report of the Nomination and Remuneration Committee including the motion to appoint an independent director; the statement of responsibility on the contents of the annual financial report; the 2013 Annual Corporate Governance Report; the 2013 Annual Report on the Remuneration of Directors; the 2013 Annual Activities Reports of the Audit and Control Committee and 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 as at the date of calling; and the resolutions passed at the Annual General Meeting held on 15 July 2014; the information on votes cast and the outcome of the voting; and the link to the online webcast regarding the Annual General Meeting.

Relationship with Investors

Information on the relationship with investors is provided in the Section headed “Investors and Stock Market indexes” of this Annual Report.