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:

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.
To appoint, re-elect and remove directors, and to ratify or revoke any provisional appointment of said directors made by the Board of Directors itself, and to review their management.
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.
To approve the Directors’ remuneration policy pursuant to statutory terms.
To conduct, as a separate item of the agenda, an advisory say-on-pay vote on the Annual Report on the Remuneration of Directors;
To authorize the release of the directors from the duty of preventing conflicts of interest and of the prohibitions arising from the duty of loyalty, when the authorization to release them is attributed by statute to the General Meeting of Shareholders, as well as from the obligation not to compete with the Company.
To authorize the Board of Directors to increase the Company’s share capital, or to proceed to the issue of bonds convertible into Company’s shares.
To resolve the issue of bonds convertible into Company’s shares or which allow bondholders to participate in the company’s earnings, the increase or the reduction of the share capital, the exclusion or restriction of the pre-emptive right, the transformation, merger, split-off or winding-up of the Company, the global assignment of assets and liabilities, the approval of the final balance sheet of liquidation, the transfer of the registered office abroad, as well as any other amendment whatsoever of the Articles of Association.
To authorize Company’s shares buyback;
To approve such transactions which entail a structural amendment in the Company, and namely: (i) the transformation of listed companies into holding companies, through “subsidiarisation” or the assignment to dependent entities of core activities theretofore carried out by the Company, even though the Company retains full control of such entities; (ii) the acquisition, disposal or contribution to another company of essential assets; and, (iii) such transactions which entail an effective amendment of the corporate objects and those having an effect equivalent to the liquidation of the Company.
To appoint, re-elect and remove the financial auditors.
To appoint and remove, where appropriate, the Company’s liquidators;
To approve the Regulations of the General Meeting of Shareholders and any subsequent amendment thereof;
To resolve on the matters submitted to it by a resolution of the Board of Directors;
To give directions to the Board of Director or to submit to its prior authorization the passing by the Board of Directors of decisions or resolutions on certain management matters; and
To grant to the Board of Directors such powers it may deem fit to deal with unforeseen issues

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 shall be called by the Board of Directors by 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 website (www.inditex.com) and at CNMV’s website (www.cnmv.es), at least one month in advance of the date set for the meeting or any longer period of time required by statute, where appropriate, depending on the resolutions submitted to its discussion. The notice shall state the name of the Company, the place, day and time on which the General Meeting of Shareholders is to be held on first call, the date on which the General Meeting is to be held on second call, where appropriate (with at least a 24-hour interval between the first and the second call. The notice shall also state clearly and accurately the agenda of the General Meeting of Shareholders, with all the business to be transacted.

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 Organizations 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 website (www.inditex.com).

Notwithstanding the foregoing, the General Meeting of Shareholders shall be deemed to be properly called and validly established to transact any business, provided that shareholders representing the whole share capital are present and the attendees unanimously resolve to hold such meeting.

Quorum required to hold a valid General Meeting of Shareholders

Call	General rule (sec. 193 CA)	Special cases (sec. 194 CA)
First	Attendance of shareholders, present or represented by proxy, owning at least 50% of the subscribed share capital with the right to vote shall be required.
Second	Generally, the General Meeting shall be validly established regardless of the share capital attending the same	Attendance of shareholders representing at least 25% of the subscribed share capital with the right to vote shall be required.

Passing of resolutions

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

Attendance to the Annual General Meeting held during FY2015


Date of Annual General Meeting	14-07-2015

Attendance data
% attendance in person	0.08%
% attendance by proxy	85.56%
% distance voting	0.82%
Total	86.46%

Resolutions passed

The full text of the resolutions passed by the Annual General Meeting held in FY2015 and the result of the votes thereof are available at www.inditex.com. All resolutions were passed by majorities of votes between 92.82% 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 financial year 2014, ended 31 January 2015.

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 financial year 2014, ended 31 January 2015, and of the management of the company.

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

Fourth.- Re-election and appointment of members of the Board of Directors

Re-election of Mr Pablo Isla Álvarez de Tejera, as executive director:
Re-election of Mr Amancio Ortega Gaona, as non-executive proprietary director
Re-election of Mr Emilio Saracho Rodríguez de Torres, as non-executive independent director
Appointment of Mr José Luis Durán Schulz, as non-executive independent director

Fifth.- Amendment of the Articles of Association to adjust its contents to the terms of Act 31/2014, of 3 December, amending the Companies Act to improve corporate governance and of Act 5/2015, of 27 April on promotion of corporate financing, and to encompass improvements in the area of good governance as well as technical ones.

Amendment of Chapter I (“Company name, Company object, registered office and duration”).
Amendment of Chapter II (“Share Capital”).
Amendment of Chapter III (“Governing bodies of the Company”).
Amendment of Chapter IV (“Financial year, annual accounts: verification, approval and release, distribution of income or loss”). Chapter V (“Winding-up and Liquidation of the Company”) and Chapter VI (“Additional Provisions”).
Approval of the revised text of the Articles of Association.

Sixth.- Approval of the revised text of the Regulations of the General Meeting of Shareholders to adjust its contents to the terms of Act 31/2014, of 3 December, amending the Companies Act to improve corporate governance and of Act 5/2015, of 27 April on promotion of corporate financing, and to encompass improvements in the area of good governance as well as technical ones.

Seventh.- Re-election of the Financial Auditors of the Company and its Group for financial year 2015

Eighth.- Adjustment of directors’ remuneration for members of the Nomination Committee and the Remuneration Committee as a result of the split of the Nomination and Remuneration Committee into two separate committees

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

Tenth.- Information provided to the Annual General Meeting on the amendment of the Board of Directors’ Regulations

Eleventh.- 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 Companies Act, 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 Company’s web page:

With regard to the Annual General Meeting held in 2015 (http://www.inditex.com/es/investors/corporate_governance/annual_general_meeting), this section includes: (i) the link to the Electronic Forum of Shareholders; (ii) the link to the electronic voting and voting by proxy platform; (iii) the link to the live broadcast of the Annual Meeting of Shareholders; (iv) the notice calling the AGM; (v) the Agenda; (vi) the proposed resolutions in respect of the items of the agenda; (vii) the individual and consolidated annual accounts with the pertaining management reports, audit reports, both individual and consolidated; (viii) the report in support in respect of item four of the agenda, issued by the Board of Directors assessing the qualification, experience and merits of the candidates whose re-election or appointment is submitted to the Annual General Meeting, and the reports issued by the former Nomination and Remuneration Committee; (ix) the report issued by the Board of Directors in respect of item five of the agenda, including the full text of the proposed amendments to the Articles of Association; (x) the report issued by the Board of Directors in respect of item six of the agenda, including the wording of the proposed amendments to the Regulations of the General Meeting of Shareholders; (xi) the report issued by the Board of Directors in respect of item ten of the agenda about the approval of the amendment of the Board of Directors Regulations; (xii) the revised text of the Articles of Association, the approval of which is addressed in item five of the agenda; (xiii) the revised text of the General Meeting of Shareholders’ Regulations whose approval is proposed under item six of the agenda; (xiv) the revised text of the Board of Directors Regulations referred to in item ten of the agenda, (xv) resolution number nine passed by the AGM held on 19 July 2011, referred to item eight of the agenda; (xvi) the statement of responsibility of directors regarding the contents of the Annual Accounts; (xvii) the 2014 Annual Corporate Governance Report; (xviii) the 2014 Annual Report on the Remuneration of Directors; (xix) the 2014 Annual Activities Report of the Audit and Control Committee; (xx) the 2014 Annual Activities Report of the former Nomination and Remuneration Committee; (xxi) the Report of the Audit and Control Committee on the independence of the auditors; (xxii) the proxy and distance voting card; (xxiii) the implementation of the internal regulations on the exercise of the vote by proxy and distance voting right; (xxiv) the total number of shares and voting rights at the date of calling; (xxv) the valid requests of information, clarification or questions in writing and the answers provided; (xxvi) the document with the FAQ of shareholders about the Annual General meeting; (xxvii) the resolutions passed, and; (xxviii) the information on votes cast and the outcome of the voting.

Relationship with Investors

Information on the relationship with investors and namely the “Policy on Communication and Contact with Shareholders, Institutional Investors and Proxy Advisors” is provided in the Section headed “Investors and Stock Market indexes” of this Annual Report.

ANNUAL REPORT 2015

2. General Meeting of Shareholders