21. Capital and reserves

Share capital

At 31 January 2013 and 2012, the Parent’s share capital amounted to euros 93,499,560 and was represented by 623,330,400 registered shares of euros 0.15 par value each, subscribed and fully paid. All shares are of a single class and series, carry the same voting and dividend rights and are represented by book entries.

The Parent’s share premium at 31 January 2013 and 2012 amounted to euros 20,379 thousand, while retained earnings totaled euros 2,640,312 thousand and euros 2,346,845 thousand, respectively. The Parent’s legal reserve, amounting to euros 18,700 thousand, has been appropriated in compliance with article 274 of the Spanish Companies Act, which requires that companies transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. The legal reserve is not distributable to shareholders and if it is used to offset losses, in the event that no other reserves are available, the reserve must be replenished with future profits. At 31 January 2013 and 2012, the Parent had appropriated to this reserve the minimum amount required by the Spanish Companies Act.

Of the total consolidated reserves at 31 January 2013, the restricted reserves amount to euros 355,628 thousand (euros 281,429 thousand at 31 January 2012), due mainly to local legal restrictions which limit their distribution.

Inditex shares are listed on the four Spanish stock exchanges. As shares are represented by book entries and the Company therefore does not maintain a record of shareholders, it is not possible to accurately know the share structure of the Company. According to public information registered with the Spanish Stock Exchange Commission, at 31 January 2013 the members of the board of directors owned, directly or indirectly, 59.37% of the Parent’s share capital, compared to 59.36% at 31 January 2012 (see note 29). Gartler, S.L. held 50.010% of the shares of INDITEX (50.010% at 31 January 2012).

Dividends

Dividends distributed by the Parent during 2012 and 2011 amounted to euros 1,121,995 thousand and euros 997,152 thousand, respectively. These amounts correspond to earnings of 1.80 euro cents per share in 2012 (1.60 euro cents in 2011).

The distribution of profit proposed by the board of directors is shown in note 28.

Treasury shares

Inditex did not hold ant treasury shares at 31 January 2013.