A. Ownership structure
A.1. Share capital of the Company
| Date of last amendment | Share capital (€) |
Number of shares |
Number of voting rights |
|---|---|---|---|
| 20-07-2000: Resolution passed by the Annual General Meeting of Shareholders |
93,499,560 | 623,330,400 | 623,330,400 |
All the shares are of the same class and series, represented by the book-entry method and are fully paid-up and subscribed.
INDITEX has been listed on the Spanish Stock Markets since 23 May 2001 and has been part of the selective Ibex 35 since July 2001. In addition, it has been part of the Eurotoxx 600 since September 2001, of the selective Morgan Stanley Capital International index since November 2001, of the Dow Jones Sustainability Index since September 2002, of the FTSE4Good since October 2002 and of the FTSE ISS Corporate Governance index, since its launching in December 2004.
A.2. Direct and indirect holders of significant holdings in the Company at the date of the fiscal year end, excluding the directors
As INDITEX’s shares are represented by the book-entry method and no shareholders register is kept by the Company, the ownership structure of the company may not be accurately known.
Anyway, according to the information provided by CNMV on its web site and to the information provided to INDITEX by shareholder Rosp Corunna Participaciones Empresariales, S.L., the owners of significant holdings in the company as at 31 January 2013, excluding the directors, were those shown below:
| Name or company name of the shareholder |
Number of direct voting rights |
Number of indirect voting rights * |
% Total of share capital |
|---|---|---|---|
| PARTLER 2006, S.L. | 57,872,465 |
|
9.284% |
| Rosalía Mera Goyenechea(*) |
0 | 31,494,806 | 5.053% |
| Name or company name of the direct owner of the shareholding |
Number of direct voting rights |
% on total voting rights |
|---|---|---|
| ROSP CORUNNA PARTICIPACIONES EMPRESARIALES, S.L. |
31,494,806 | 5.053 |
The Company has not been given notice of any significant movements in the shareholding structure over the year.
A.3. Members of the Board of Directors of the Company who have voting rights attached to shares in the Company
As at 31 January 2013, the members of the Board of Directors who had a stake in the share capital of the Company were as follows:
| Name or company name of the director |
Number of direct voting rights |
Number of indirect voting rights * |
% on the total vote rights |
|---|---|---|---|
| Pablo Isla Álvarez de Tejera | 361,064 | 0 | 0.058 |
| Amancio Ortega Gaona | 0 | 369,600,063(*) | 59.294 |
| José Arnau Sierra | 6,000 | 0 | 0.001 |
| GARTLER, S.L. | 311,727,598 | 0 | 50.010 |
| Irene Ruth Miller | 13,240 | 0 | 0.002 |
| Nils Smedegaard Andersen | 7,000 | 0 | 0.001 |
| Carlos Espinosa de los Monteros Bernaldo de Quiros |
40,000 | 0 | 0.006 |
| Emilio Saracho Rodríguez de Torres |
0 | 0 | 0 |
| Juan Manuel Urgoiti López de Ocaña |
27,739 | 0 | 0.004 |
| Name or company name of the direct holder of the stake | Number of direct voting rights | % on the total voting rights |
|---|---|---|
| GARTLER, S.L. | 311,727,598 | 50.010 |
| PARTLER 2006, S.L. | 57,872,465 | 9.284 |
| Total | 369,600,063 | 59.294 |
| Total % of voting rights held by the Board of Directors | 59.37% | |
No member of the Board of Directors has any rights over shares in the Company.
A.4. Family, business, contractual of Company relationships existing between the holders of significant holdings A.4. Family, business, contractual of Company relationships existing between the holders of significant holdings
The Company has not been given notice of any family, business, contractual or corporate relationships existing between the holders of significant holdings that are of a relevant nature or that do not stem from the ordinary course of trade, without prejudice to that referred to under item A.3 above as regards the fact that Mr Amancio Ortega Gaona is the indirect holder of the shares held by two significant shareholders: Gartler, S.L. and Partler 2006, S.L.
A.5. Business, contractual or Company relationships existing between the holders of significant holdings and the Company
There have been no relations of a business, contractual or corporate nature between the holders of significant holdings and the Company that are of a relevant nature or that do not stem from the ordinary course of trade, subject to the information provided under section C regarding related-party transactions, for transparency purposes.
A.6. Para-social agreements affecting the Company pursuant to the provisions of Art. 112 of the LMV (Stock Exchange Act) reported to the Company. Shareholders bound by the agreement. Existence of concerted actions among shareholders. Modification or breaking of those pacts or agreements or concerted actions
The Company has not received any notices regarding the making of para-social agreements nor does it have any proof of the existence of concerted actions between its shareholders.
A.7. Legal or natural person who exerts control or could exert control over the Company in accordance with article 4 of the Spanish Stock Exchange Act
| Name or company name |
|---|
| Amancio Ortega Gaona |
| Remarks |
| He holds through GARTLER, S.L. and PARTLER 2006, S.L. 59.294% in the share capital. |
A.8. Treasury stock of the Company
At year-end closing:
| Number of direct shares |
Number of indirect shares |
total % on share capital |
|---|---|---|
| 0 | 0 | 0% |
During the fiscal year there have not been any significant variations in accordance with the provisions of Royal Decree 1362/2007 in the treasury stock of the Company.
A.9. Conditions and term of the current mandate given by the General Meeting to the Board of Directors to carry out acquisitions or transfers of the Company’s own shares
At the date of the issue of this report, the authorisation granted by the Annual General Meeting of Shareholders of the Company held on 17 July 2012 remains in force, by virtue of which the Board of Directors was authorised to acquire the company’s own shares. Below is a literal transcription of the resolution passed by the aforementioned Annual General Meeting on item nine of the Agenda:
“To authorize the Board of Directors, so that, in accordance with the provisions of section 146 of the Act on Capital Companies, it may proceed to the derivative acquisition of treasury stock, either directly or through any subsidiaries in which the Company is the controlling company, observing the legal limits and requirements and under the following conditions:
a) Methods of acquisition: the acquisition shall be done through purchase and sale, exchange or dación en pago [acceptance in lieu of payment].
b) Maximum number of treasury stock to be acquired: shares with a nominal value which, added to that of those shares, directly or indirectly in the possession of the Company, do not exceed 10% of the share capital.
c) Maximum and minimum prices: the minimum price of acquisition of the shares shall be their nominal value and the maximum price shall be up to 105% of their market value at the date of purchase.
d) Duration of the authorization: five (5) years from the date of this resolution.
For the purposes of the provisions of paragraph a) of section 146.1 of the Act on Capital Companies, it is hereby stated that the shares purchased under this authorization may be allocated by the Company, among other things, to be handed out to the employees or directors of the Company, either directly or as a result of the exercise of any option they may hold, under remuneration schemes for staff of the Company or its Group.
This authorization supersedes the authorization approved by the Annual General Meeting of Shareholders held on 13 July 2010”.
A.10. Legal or by-law restrictions on the exercise of voting rights. Legal restrictions on the acquisition or transfer of interests in the share capital
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 contained in section 83.1 of the Act on Capital Companies, which provides that any shareholder who is in arrears regarding any outstanding payments may not exercise their right to vote.
A.11. Annual General Meeting of Shareholders agreement for the adoption of anti-takeover measures in the event of a public tender offer pursuant to the provisions of Act 6/2007
There has been no Annual General Meeting of the Shareholders agreement for the adoption of anti-takeover measures in the event of a public tender offer pursuant to the provisions of Act 6/2007.
