Activities of the Nomination and Remuneration Committee

Sessions held and business transacted

The sessions held by the Nomination and Remuneration Committee throughout FY2012 and the main business transacted are shown below:

DATE OF SESSION	BUSINESS TRANSACTED	REPORTS TO THE BOARD OF DIRECTORS	ATTENDANCE BY INDITEX’STAFF MEMBERS
03/19/2012	Placement of Board member’s office at the Board of Directors’ disposal. Report regarding the long term Incentive Plan.	Proposal regarding continuance in office of a Director	Ms Begoña López-Cano Ibarreche, HHRR Director Mr Ignacio Fernández Fernández, C.F.O.
06/11/2012	Proposal for the re-election of Board member Annual report on Directors’ compensation. Report on the remuneration of senior managers of the Inditex Group Annual Activities Report of the Nomination and Remuneration Committee. Report on co-opted new member of the Board of Directors and acknowledgement of the resignation of the lead director.	Proposal for the re-election of Director Annual Compensation Report Proposal for the appointment of a new Director	Ms Begoña López-Cano Ibarreche, HHRR Director Mr Miguel García Mosquera, HHRR Department
07/16/2012	Resignation of the Deputy Chairman and appointment of a new Deputy Chairman Appointment of a member of the Audit and Control Committee and of the Nomination and Remuneration Committee. Appointment of an independent Lead director. Remuneration of the Chairman and Chief Executive Officer	Proposal for the appointment of a new Deputy Director Proposal for the appointment of a new member of the Audit and Control Committee and of the Nomination and Remuneration Committee Proposal for the appointment of an independent Lead Director
09/17/2012	Acknowledgement of the resignation tendered by the current Deputy Secretary of the Board of Directors and proposal to appoint a new Deputy Secretary of the Board of Directors. Transactions with related parties.	Proposal for the appointment of a new Deputy Secretary of the Board
12/10/2012	Assessment of the performance of the Board of Directors, the Supervision and Control Committees and the performance of duties by the Chief Executive Officer.- Report on the appointment of the Chairman of the Audit and Control Committee (Additional Provision No. 18 of the Stock Exchange Act). Transactions with related parties. Report of the Human Resources Department	Proposal for the appointment of the Chairman of the Audit and Control Committee	Ms Begoña López-Cano Ibarreche, HHRR Director Ms Belén Montnegro Borrás, HHRR Department Ms Virginia Galdeano Nicolás, HHRR Department Ms Eva Ferreiro Figueiras, HHRR Department

Lines of action

As for the lines of action of the Nomination and Remuneration Committee during FY 2012, they have revolved around the following aspects:

Appointments within the Company

During the meeting held on 16 July 2012, the Committee gave a favourable report to the appointment of Mr José Arnau Sierra as Deputy Chairman of the Board of Directors, further to the resignation turned in by the former Deputy Chairman, Mr Carlos Espinosa de los Monteros Bernaldo de Quirós, and to the appointment of this latter as independent lead director.

During the meeting of the Nomination and Remuneration Committee dated 17 September 2012, a favourable report was given to the appointment of Mr Santiago Martínez-Lage Sobrado as Deputy Secretary of the Board of Directors, further to the resignation turned in by the former Deputy Secretary, Mr Javier Monteoliva Díaz.

Re-election of Directors

In compliance with the provisions of the Board of Directors´ Regulations, the Committee proposed and issued the relevant reports, on the re-election of Directors and on the appointment of internal offices within the Board of Directors.

With this respect, the Committee, in the meeting held on 11 June 2012, with the abstention of the interested party, proposed the submission by the Board of Directors to the Annual General Meeting of Shareholders, of the relevant proposal on the re-election of GARTLER, S.L. (represented by Ms Flora Pérez Marcote), as member of the Board of Directors.

Assessment of the Governing bodies

Pursuant to the Recommendations of the Unified Good Governance Code of listed companies, and to the provisions of the Board of Directors’ Regulations, the Committee reviewed in its meeting held on 10 December 2012, the assessment of the performance of the Board of Directors, of the Supervision and Control Committees (Audit and Control Committee and Nomination and Remuneration Committee), and of the first executive, in accordance with the assessment methodology previously approved.

Report on Directors’ Compensation

Likewise, pursuant to the provisions of section 61 ter of the Stock Exchange Act and to the Recommendations of the Unified Good Governance Code of Listed Companies, the Committee held on 11 June 2012 approved the Annual Report on Directors’ Compensation for FY2011, addressing inter alia, the remuneration of directors and any other relevant terms of the employment agreements of those who discharge senior management duties as executive directors. The Committee submitted such report to the Board of Directors for approval. It was approved by the Board of Directors dated 12 June 2012. Subsequently, said report was submitted to the advisory say on pay vote of the Annual General Meeting of Shareholders last 17 July 2012, as a separate item of the Agenda.