E. General meeting of shareholders
The General Meeting of Shareholders duly convened and constituted in accordance with all legal formalities and those of the Articles of Association and its own Regulations, is the supreme and sovereign body of expression of the will of the company. Its resolutions are binding on all its shareholders, including those absent or dissenting shareholders, without prejudice to any remedies they may have at law.
In accordance with the provisions of the Articles of Association and the Regulations of the General Meeting of Shareholders, 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, it is granted with the following exclusive powers:
(a)To resolve on the individual annual accounts of the Company and, where appropriate, on 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 administrators, as well as, confirm or revoke those provisional appointments of said administrators 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-emption rights, 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 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´ compensation.
(g)To pass the Regulations of the General Meeting of Shareholders and their 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 purpose and those whose effect may be equivalent to the liquidation of the Company.
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, to approve, where appropriate, the accounts of the previous year and to 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 which represent at least five percent of the share capital so request, expressing in the request the matters to be discussed. In this latter case, the General Meeting of Shareholders must be convened to meet within the deadline provided in the applicable regulations; the agenda of the meeting will 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 Public Notary to take the minutes of the General Meeting.
Both the Annual and the Extraordinary General Meetings must be convened by the Board of Directors through notice published in the Official Gazette of the Companies Register, on the web site of the Company and on CNMV’s web site, at least one month in advance of the day appointed for the meeting or the greatest period that is required by law, where appropriate, due to 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 matters to be discussed therein.
No later than the date of publication, or in any event 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 Securities Markets where the company’s shares are listed for its insertion in the relevant Listing Bulletins. The text of the notice shall also be accessible through the company’s web page.
Notwithstanding the above, the General Meeting shall be deemed to have been duly called and validly held to discuss any matter, whenever the whole share capital is present and all those attending unanimously agree to hold the meeting.
E.1. Quorum required for the holding of the General Meeting of Shareholders established in the Articles of Association. Differences with the minimum requirements set out in the [Spanish] Corporation Act (SCA)
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Quorum % different from that established as a general rule in sec. 102 of the SCA | Quorum % different from that established in sec. 103 of the SCA for special cases covered therein |
|---|---|---|
| Quorum required on 1st call | 50% of the subscribed voting stock |
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| Quorum required on 2nd call |
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Both article 21.1 of the Articles of Association and section 15 of the Regulations of the General Meeting provide that the General Meeting will be validly held on first call where shareholders who are present or represented by proxy represent at least fifty percent of the subscribed share capital with the right to vote. On second call, generally, the General Meeting shall be validly held regardless of the capital attending the same. However, if the Meeting is called to decide on an increase or a reduction in the share capital, the issue of debentures, the transformation of the company, the merger for the creation of a new company or via the taking-over of the company by another entity, its spin-off in whole or in part, the global assignment of assets and liabilities, the substitution of the company purpose as well as any other modification whatsoever of the Articles of Association, shall require, on second call, the attendance of twenty-five percent of the subscribed share capital with the right to vote.
Therefore, the only difference between said rules and the provisions of the Act on Capital Companies (and formerly, the Spanish Corporation Act), both in general and for special cases, consists of the quorum necessary for the holding of the General Meeting on first call in accordance with section 193 of the Act on Capital Companies, that the Articles of Association and the Regulations of the General Meeting of the company have made equal to the quorum for valid meetings on first call in accordance with section 194 of the Act on Capital Companies(shareholders who are present or represented by proxy represent at least fifty percent of the subscribed share capital with the right to vote). This enhanced quorum may not be deemed to be a restriction on the control by the Company, since it is only applicable to first calls.
This is expressly permitted by section 193 of the Act on Capital Companies, where, after laying down that the General Meeting of Shareholders shall be validly held on first call when the shareholders present or represented by proxy possess, at least, twenty-five per cent of the subscribed voting share capital, it goes on to provide that the Articles of Association can establish a higher quorum.
E.2. Differences with the rules provided by the Spanish Corporation Act [SCA] for the passing of corporate resolutions
There are no differences with the Spanish Corporation Act for the passing of corporate resolutions.
E.3. Rights of the shareholders in relation to general meetings that are different from those established in the SCA
Within the rights for the shareholders recognised by section 93 of the Act on Capital Companies (former section 48 of the Spanish Corporation Act), the following can be listed in relation to the General Meetings: the right to attend and to vote in the general meetings and to challenge the resolutions of the company, and the right of information.
These rights are developed in section 179 and subsequent and in Part XIV (“Listed Corporations”) of the Act on Capital Companies (former sections 104 (“Right to attend the meeting”), 105 (“Limitations on the right to attend and vote”), 106 (“Proxies”), 108 (“Representation by a relative”), 112 (“Right to information”) and 115 and following (relating to the challenging of resolutions) of the Spanish Corporations Act.
The rights of the shareholders of INDITEX in relation to the general meetings are scrupulously respected by the company, in the terms established in the legislation in force, in the Articles of Association and the Regulations of the General Meeting of Shareholders.
Right to information of the shareholders
The Investor Relations Department and the Shareholders’ Office at INDITEX (Capital Markets Department) are at the disposal of the shareholders to provide all the information on the General Meeting that they may need. Prior to the General Meeting, those shareholders who so request are sent a copy of the Annual Report and of the relevant documentation relating to the items on the agenda.
Moreover, the Company deals, as far as is possible, with the requests for information that are made by the shareholders in relation to the items on the agenda of the General Meeting, both before the General Meeting and during the meeting itself through the question and answer session, which all shareholders attending the meeting can participate in if they wish and whose participation is always answered.
Section E.4 hereof deals with the regulation of the right of information of shareholders covered by the Regulations of the General Meeting. With regard to the information made available to shareholders from notice of the Meeting, these two issues below are established in addition to the provisions of the Act on Capital Companies (formerly the SCA):
a)The full text of all the proposed resolutions that the Board of Directors submits to the AGM for debate and approval regarding the various items of the agenda; and
b)The following information regarding directors whose ratification or appointment is proposed: i) professional profile and biography; ii) other Boards of Directors where they sit, whether in listed companies or otherwise (except for Boards of property holding companies of the director in question or of his/her next of kin); iii) the category to which they belong, and in case of proprietary directors, stating the shareholders they represent or with whom they have links; iv) date of their first appointment and, as the case may be, of any further appointments to sit on the Board of Directors, and v) the shares in the company and stock options they hold.
Attendance of General Meetings. Right to Vote
The right to attend is dealt with in section E.9.
Each share entitles its holder to one vote.
Proxies at the General Meeting
Section E.10 deals with the issue of proxies at the General Meeting.
E.4. Measures taken to promote the participation of the shareholders in the general meetings
In addition to the publication of the notices provided by Law and in the Articles of Association and of the making available to the shareholders in the registered office of the company, free of charge, of the information and the documentation related to the agenda of the meeting, the company publishes the notice of the General Meetings through the corporate web page, including all the relevant documentation to facilitate the attendance and the participation of the shareholders, including the agenda, the directors’ reports and the remaining documentation in relation to the General Meeting that is required by Law.
Furthermore, the Regulations of the General Meeting of Shareholders, establishes new instruments directed at favouring the participation of the shareholders, in particular, through developing their rights of information, attendance and proxy.
In this respect, sections 9, 10 and 10 bis of the Regulations of the General Meeting provide the following:
“Section 9. Information available as from the notice of the Meeting
1. From the publication of the notice, the Company shall make available to the shareholders the following information.
(a) The notice of the General Meeting.
(b) The aggregate number of shares and voting rights as at the date of the notice.
(c) The documents (such as, among others, the annual accounts, proposals for the distribution of income or loss, management reports, auditors reports, directors reports, proposals for resolutions, full text of the amendments to the Articles of Association, auditors and/or independent experts’ reports, merger or split-off plans) that must be necessarily provided according to statute, regarding the different items included on the agenda.
(d) The full text of the motions that the Board of Directors submits to the deliberation and approval of the General Meeting in respect of the different items on the agenda, including the proposed resolutions submitted by the shareholders, as well as all the information regarding directors whose ratification or appointment is proposed, pursuant to the provisions of the Board of Directors´ Regulations. As an exception, the Board of Directors may omit the publication of those proposals not required by statute or by the Articles of Association to be made available to the shareholders from the date of the notice to the General Meeting, whenever concurrent justified reasons advise against their early publication.
(e) Practical information linked to the Meeting and the way in which the shareholders exercise their voting rights, such as, amongst others:
(i) The communication channels existing between the Company and the shareholders, and namely those explanations necessary for shareholders to exercise their right to information, stating the postal addresses and e-mail addresses where they can address their queries.
(ii) The ways and procedures to grant proxy for the General Meeting.
(iii) The ways and procedures to cast votes through remote communication systems, including, the exercise of vote by proxy and through remote means at the General Meetings, unless they are directly sent by the Company to each shareholder. Where such ways and procedures can´t be posted on the web page for technical reasons, the Company shall state on the web page how to get the paper forms, which it shall send to any shareholders requesting so.
(iv) Information on the location of the place where the General Meeting is to be held and the way to access same.
(v) Information, where appropriate, on the systems or procedures that may facilitate the monitoring of the Meeting, such as simultaneous translation devices, broadcasting through audiovisual means, information available in foreign languages, etc.
(f) Any other information deemed appropriate in order to facilitate the attendance and participation of the shareholders at the General Meeting.
Shareholders may get at the registered office, free of charge and immediately, the documents and information referred to in the paragraphs above, and request their free delivery or dispatch, in accordance with the provisions of the Law. Furthermore, such documents and information shall be included on the Company’s web page”.
“Section 10. Right to information prior to the Meeting
1. From the very day the notice of the General Meeting is published, and until the seventh day, included, prior to the day set for the General Meeting to be held, every shareholder may request in writing to the Board of Directors the information or clarification they may deem necessary or ask the questions they might think fit, regarding the items on the agenda. Moreover, in the same term and manner, every shareholder may request information or clarifications or ask questions in writing concerning the information available to the public that the Company might have already furnished to the CNMV from the date the last General Meeting was held and concerning the auditor´s report. Likewise, shareholders may gather any other information they may need regarding the General Meeting through the Company´s web page or through the Shareholders´ Service Department telephone number to be established for that purpose, which shall be appropriately disseminated.
2. The Board of Directors must provide the required information except (i) where the Chairman should consider that the publicity of the information requested may be detrimental to the Company´s best interests, (nevertheless, this exemption may not be claimed where the request is supported by shareholders representing at least twenty five (25) per cent of the share capital; (ii) where the information or clarification requested does not concern the items on the agenda or the information available to the public that the Company has furnished to the CNMV from the date the last General Meeting was held; (iii) where the information or clarification requested is not deemed to be reasonably necessary in order to reach an opinion over those matters raised to the General Meeting or, if by any means, it is considered abusive; (iv) where prior to the raising of the question, the information requested is clearly and directly available to all shareholders on the web page of the Company under the question-answer format, or (v) where legal provisions or regulations so provide.
3.The shareholders’ requests for information shall be answered by the full Board of Directors, any member thereof, the Secretary, even if he/she is not a member of the Board, or by any other person expressly authorized by the Board for this purpose.
4.Under the terms provided in Law the requests for information must be answered in writing and prior to the General Meeting, unless the characteristics of the required information make it unsuitable. Those requests for information that due to the proximity to the date of the General Meeting, cannot be answered prior to said General Meeting or those that are submitted during the same shall be answered during the General Meeting, in accordance with the criteria stated in these Regulations or, where appropriate, in the shortest period of time as of the date on which the General Meeting was held and always, within the maximum term provided by the Law for this purpose.
5.Those answers given to significant questions and made available to the shareholders prior to the date on which the meeting is set to be held, shall be made available to the shareholders attending the meeting at the beginning of the same, and shall also be disseminated though the Company’s web page”.
“Section 10 bis. Electronic Forum of Shareholders
With regard to the notice of General Meetings of Shareholders, an Electronic Forum of Shareholders shall be made available on the web page of the company, which may be accessed with all due guarantees, both by individual shareholders and voluntary associations which may be established under the legal requirements, for the purposes of promoting communication with shareholders prior to the General Meetings. Any motion intended to be submitted as a supplement to the agenda disclosed on the notice, any requests for adhering to such motions, any motion to reach the required percentage enabling to exercise a minority right provided by law and any offer or request of voluntary representation may be published on such Forum. The Board of Directors may implement the foregoing, by fixing the procedure, the terms and any other conditions for the operation of the Electronic Forum of Shareholders”.
The right to information is supplemented by those of attendance and proxy, which are dealt with in sections E.9 and E.10 below.
E.5. Chairman of the General Meeting of Shareholders. Measures adopted to ensure the independence and good working of the General Meeting
Section 16 of the Regulations of the General Meeting of Shareholders, implementing the provisions of article 22 of the Articles of Association, provides that the General Meeting shall be chaired by the Chairman of the Board of Directors or, failing the Chairman, by the Deputy Chairman who replaces him in accordance with the Articles of Association, and failing the Chairman and Deputy Chairman, by the shareholder appointed by the General Meeting itself.
Once the panel of the General Meeting has prepared the list of the attendees, expressing the nature or proxy of each one and the number of own shares or shares of the proxy-grantors attending the meeting, the Chairman shall declare the Meeting to be validly held; shall submit for its deliberation the business that has to be discussed according to the agenda or the previous agreement of the Universal Meetings; shall direct and order the debates signalling the turns for speaking and granting the floor to those shareholders who have made a written request to speak and then to those who have made a spoken request to speak, and may establish turns for speakers in favour and against the motion and may limit the number of those who may speak in favour or against or the time allowed for each speaker; shall declare the business to have been discussed sufficiently and shall order that the voting thereon proceed, proclaiming the result of the voting after such vote. All of these aspects, as well as others regarding the good working of the General Meeting, are developed in detail in the Regulations of the General Meeting of Shareholders.
Lastly, and as a guarantee of the independence and good working of the General Meeting, mention must be made, on one hand, that the preparation of the list of those attending and the calculation of the quorum for the valid holding of the Meeting is entrusted to a company of repute in its sector of activity and which acts according to qualified professional practices; and, on the other hand, that the Board of Directors, in compliance with the provisions of section 7.2 of the Regulations of the General Meeting of Shareholders, requires the presence of a Notary to take the minutes of the Meeting.
E.6. Modifications introduced during the year in the regulations of the General Meeting
In the course of FY2012, the AGM held on 17 July resolved the partial amendment of the following sections of the Regulations of the General Meeting of Shareholders: section 4: (The General Meeting), 6 (Powers of the General Meeting), 9 (Information available from notice), 10 (Right to information prior to the General Meeting), 12 (Proxies), 13 (Proxy solicitation), 20 (Speeches and questions by shareholders), 22 (Voting of the proposed resolutions) and 28 (Publicity of the resolutions. Likewise, a new section - section 10bis - (Electronic Forum of Shareholders) was introduced to the Regulations of the General Meeting of Shareholders, in line with the amendments introduced to the correlate sections of the Articles of Association, for the purposes of encompassing the regulatory changes introduced by Act 25/2011, of 1 August, which has entailed several amendments to the regulations of listed corporations. Meanwhile, section 6 of the Regulations of the General Meeting of Shareholders was amended to adapt the powers of the AGM in the matter of remuneration to the provisions of 219 of the Act on Capital Companies and to expressly include the powers of the General Meeting with regard to its say, further to an advisory say on pay vote, on the annual report on Directors’ compensation, as provided in section 61 ter of Act 24/1988, of 28 July, on the Stock Exchange.
E.7. Attendance figures for the general meetings held during the year to which this report refers
| Attendance data |
|
|---|---|
| Date AGM | 17-07-2012 |
| % attendance in person | 59.38 |
| % attendance by proxy | 22.50 |
| % distance voting | 0.08(1) |
| Electronic vote |
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| others |
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| Total | 81.96% |
E.8. Resolutions passed in the General Meetings held in the year to which this report refers and the percentage of votes with which each resolution was passed
The Annual General Meeting of Shareholders of INDITEX held on 17 July 2012 passed in accordance with the agenda the following resolutions, which are summarised below:
“First.- Review and approval, where appropriate, of the financial statements (Balance Sheet, Profit and Loss Account, Shareholders´ Equity Statement, Cash Flow Statement and Annual Report) and Management Report of Industria de Diseño Textil, S.A. (Inditex, S.A.) for fiscal year 2011, ended 31st January 2012.
To approve the Financial Statements (Balance Sheet, Profit and Loss Account, Shareholders´ Equity Statement, Cash Flow Statement and Annual Report) and the Management Report of Industria de Diseño Textil, S.A. (Inditex, S.A.) for fiscal year 2011 (ended 31st January 2012), laid by the Board of Directors at its meeting held on 20th March 2012 and signed by all the directors.
This resolution was passed with the vote in favour of 99.85% of the voting quorum.
Second.- Review and approval, where appropriate, of the financial statements (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 2011, ended 31st January 2012 and of the management of the company.
To approve the Financial Statements (Balance Sheet, Profit and Loss Account, Statement of Comprehensive Income, Shareholders´ Equity Statement, Cash Flow Statement and Annual Report) and the consolidated management report of the Inditex Group for fiscal year 2011 (ended 31st January 2012), laid by the Board of Directors at its meeting held on 20th March 2012 and signed by all the directors.
To approve the management of the Board of Directors of Industria de Diseño Textil, S.A. (INDITEX, S.A) for fiscal year 2011.
This resolution was passed with the vote in favour of 99.55% of the voting quorum.
Third.- Distribution of the income or loss of the fiscal year and distribution of dividends.
To approve the proposed distribution of the income of fiscal 2011 (ended 31st January 2011), in the amount of EUR one thousand one hundred fifty-three million two hundred seventy four thousand, to be distributed as shown below: To approve the proposed distribution of the income of fiscal 2011 (ended 31st January 2011), in the amount of EUR one thousand one hundred fifty-three million two hundred seventy four thousand, to be distributed as shown below:
|
|
€ Thousands |
|---|---|
| To voluntary reserve | 31,279 |
| To dividends | 1,121,995 |
| Dividends (maximum amount to be distributed for a fixed gross dividend of €1.80 per share, corresponding to an ordinary dividend of €1.60 per share and an extraordinary dividend of €0.20 per share, for the aggregate 623,330,400 ordinary shares into which the share capital is divided) |
|
| TOTAL | 1,153,274 |
It is thus resolved to pay the shares with the right to dividends the gross amount of EUR one and eighty cents (€1.80) per share. The gross amount of EUR ninety cents (€0.90) having been paid last 2nd May 2012 as interim dividend, it is thus resolved to pay the shares with a right to dividends, a supplementary dividend (ordinary and extraordinary) in the gross amount of EUR ninety cents (€0.0) per share, remaining amount to add up to the total dividend.
This supplementary dividend shall be paid to shareholders as of 2nd November 2012, through those entities linked to the Spanish Central Securities Depositary, in charge of the Register of Securities, and the Clearing and Settlement of all trades (Iberclear) where they have their shares deposited.
This resolution was passed with the vote in favour of 99.90% of the voting quorum.
Fourth.- Re-election of GARTLER, S.L. to the Board of Directors as proprietary director.
To approve the re-election of GARTLER, S.L., with VAT No (Spanish C.I.F.) B-70080601, whose particulars are already recorded with the Companies Register, to the Board of Directors, for the performance of the duties inherent in the office, as proprietary director, for the five-year term provided in the Articles of Association, as from the date of this Annual General Meeting.
This resolution was passed with the vote in favour of 98.25% of the voting quorum.
Fifth- Ratification and appointment of a director as proprietary director.
To approve and ratify the appointment through the co-option procedure of Mr José Arnau Sierra, whose personal details are already recorded with the Companies Registers, as new member of the Board of Directors, further to the resolution passed by that body in the meeting held on 12th June 2012 and to appoint Mr Arnau Sierra to hold the office of director for the five-year term provided in the Articles of Association of the company, as proprietary director.
This resolution was passed with the vote in favour of 98.28% of the voting quorum.
Sixth.- Appointment of Auditors for the Company and its Group for fiscal years 2012 through 2014, both inclusive.
To appoint Deloitte, S.L, with registered office at Madrid, Plaza Pablo Ruiz Picasso 1, with VAT No B-79104469, registered with the Official Register of Auditors under number S0692, to be the Auditors of the Company in order to review the annual accounts and the management reports of the Company and the consolidated annual accounts and reports of the Inditex Group, for a period running from 1st February 2012 through 31st January 2015.
This resolution was passed with the vote in favour of 99.85% of the voting quorum.
Seventh.- Motion to amend the Articles of Association: sections 15 (the General Meeting), 17 (Notice. Universal General Meetings), 20 (Representation at the General Meeting), 23 (Passing of Resolutions), 28 (Convening and quorum of Board Meetings. Passing of resolutions), 31 (Audit and Control Committee), 32 (Nomination and Remuneration Committee), 40 (Depositing of the accounts) and 42 (Procedure as to liquidation).
To introduce sections 15.4; 17.3 (with the subsequent renumbering of former paragraph 17.3 which shall hereinafter become paragraph 17.4); and 20.6 (with the subsequent renumbering of former paragraphs 20.6 and 20.7 which shall hereinafter become 20.7 and 20.8, respectively); to amend sections 17.1, 2 and 4 (former 17.3); 20.2 and 5; 23.2; 28.1; 31.1 and 2; 33.1 and 2; 40 and 42 of the Articles of Association which shall hereinafter read as follows:
a) “Section 15.- The General Meeting
4.- The Company shall ensure equal treatment for all its shareholders in the same position, in the acknowledgement of their right to information, their participation and the exercise of their right to vote at the General Meeting of Shareholders.”
b) “Section 17.- Notice. Universal General Meetings
1.- General Meetings, both Annual and Extraordinary, must be called by the Board of Directors by notice published in the Official Gazette of the Companies Register, on the web page of the Company
(www.inditex.com) and on the web page of the Comisión Nacional del Mercado de Valores (CNMV), at least one month prior to the date set for the meeting, such notice having to state the name of the Company, the place, date and time on which the meeting is to be held, the agenda with all the business to be transacted, the date on which, where appropriate, the meeting shall be held on second call (considering that at least twenty four hours must lapse between those two dates) as well as any other mentions required by statute.
2.- Shareholders who represent at least five (5) percent of the share capital, may request that a supplement to the notice of the General Meeting be published, to include one or more items to the agenda, provided that, however new items are duly evidenced or accompanied, where appropriate, by a duly supported motion. This right must be exercised by means of an irrefutable notice to be received at the registered office within five (5) days of the date of publication of the notice. The supplement to the notice must be published at least fifteen (15) days prior to the date set for the meeting of the General Meeting of Shareholders.
3.-Likewise, shareholders who represent at least five (5) percent of the share capital, may submit, within the same term provided in the paragraph above, duly supported motions on items already included or which shall be included on the agenda of the General Meeting called. The Company shall ensure that such motions and any attached document, where appropriate, are duly disclosed on the web page of the Company.
4.-Notwithstanding the provisions set forth in paragraph 1 above, a General Meeting shall be deemed to be properly called and validly held to deal with any business, provided that shareholders representing the whole share capital are present and the attendants unanimously resolve to hold such meeting.”
c) “Section 20.- Representation at the General Meeting
2.-Proxies may be granted by postal or electronic mail, or by any other means of distance communication, provided that the identity of the participating individual and the security of distance communications is ensured, and in such case, the provisions of clause 23 regarding the casting of votes by such means shall apply, provided that it is not incompatible with the nature of proxy.
5.-Prior to his/her appointment, the proxy-holder shall provide to the shareholder detailed information about the existence of any conflict of interests. Should such conflict occur after the appointment of the proxy-holder, and the represented shareholder has not been warned of the potential existence of such conflict, the former shall forthwith inform the latter of such conflict. In both cases, and in the absence of any new and accurate voting instructions regarding each and every item of the agenda on which the proxy-holder shall cast a vote on behalf of the shareholder, the proxy-holder shall abstain from voting.
Unless the proxy-grantor so indicates, should the proxy-holder be involved in a conflict of interests, it shall be assumed that the proxy-grantor has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should also be in conflict of interest, the Secretary of the General Meeting, and if this should also be in conflict of interest, the Capital Markets Director of the Company.
6.-Where any members of the governing body of the Company, or any other person acting on behalf of any of them should have resorted to any public solicitation of proxies, the director who has obtained such proxy shall not exercise the right to vote corresponding to the represented shares regarding those items of the agenda in respect of which such director is involved in any conflict of interest, unless he/she would have received from the proxy-grantor accurate voting instructions for each of such items.
7.-If no instructions regarding the vote on proposals of the agenda were given, it shall be understood that the proxy shall vote in favour of said proposals submitted by the management body. If no instructions regarding the vote on proposals not included on the agenda were given, it shall be understood that the proxy shall vote against said proposals.
8.-Where the document containing the proxy or delegation is submitted to the Company without expressly stating the name of the proxy, it shall be assumed that the proxy-giver has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should also be in conflict of interest, the Secretary of the General Meeting, and if this should also be in conflict of interest, the Capital Markets Director of the Company.”
d) “Section 23.- Passing of resolutions
2.-Shareholders with a right to attend and vote may vote on the proposals concerning items of the agenda by post, by electronic means, or via any other means of distance communication, provided that the identity of the participating or voting individual and the security of distance communications is ensured, whenever the Board of Directors, bearing in mind the state of the art and the available means, so decides pursuant to the provisions of the General Meeting of Shareholders´ Regulations, after considering that there are enough guarantees to secure the identification of shareholders who exercise their right to vote and the certainty and authenticity of the will expressed.”
e) “Section 28.- Convening and quorum of Board meetings. Passing of resolutions
1.- The Board shall meet whenever such meeting is required by the interests of the Company. Meetings shall be convened by the Chairman or acting Chairman, at his behest, or at the request of at least one third of the Directors.
Likewise, directors representing at least one third of the size of the Board of Directors may convene any meeting of the Board, stating the agenda in the notice, to be held in the place where the registered office of the company is situate, where after request submitted to the Chairman, he should have failed to call the meeting, without reasonable grounds, within one month.”
f) “Section 31.- Audit and Control Committee
1.- An Audit and Control Committee shall be formed within the Board of Directors made up of a minimum of three and a maximum of seven non-executive directors appointed by the Board itself, a majority of whom must necessarily be independent directors, and out of whom at least one of them shall be appointed taking into account his/her knowledge and expertise in accounting or audit matters or in both.
For such purposes, independent directors are understood as those professionals of repute not linked to the executive team or the significant shareholders and that meet the requirements that ensure their impartiality and objectivity of opinion”.
2.- The Chairman of the Audit and Control Committee, who needs to be an independent director, shall be elected for a maximum four-year term, upon expiry of which he shall be replaced. He may be re-elected after expiry of one year of the date of his removal.”
g) “Section 32.- Nomination and Remuneration Committee
1.- A Nomination and Remuneration Committee shall be formed within the Board of Directors, made up of a minimum of three and a maximum of seven external directors, a majority of whom shall be independent directors.
For such purposes, independent directors are understood as those that meet the requirements referred to under the second paragraph of section 31.1.
2.- The Chairman of the Nomination and Remuneration Committee shall be appointed by the Board of Directors out of its independent members.”
h) “Section 40.- Filing of the accounts
Within the month following the approval of the annual accounts and the consolidated annual accounts, where appropriate, the Board of Directors shall submit, for their filing with the Companies Register of the registered office, certificates (i) of the resolutions passed by the General Meeting approving the annual accounts and the consolidated annual accounts, where appropriate, and (ii) of the distribution of income or loss. A copy of each one of said accounts as well as the management report and the Auditors’ report shall be attached to such certificates.”
i) “Section 42.- Procedure as to liquidation
The General Meeting of Shareholders, having resolved to wind up the Company, shall, at the proposal of the Board of Directors, decide on the procedure as to liquidation, appoint one or more liquidators, always being an odd number, and determine their powers. Should any liquidators be appointed by the General Meeting of Shareholders, those who were directors as at the time of the winding up of the Company, shall become liquidators.
Where such liquidation would result from any insolvency proceedings involving the company, no liquidator shall be appointed.”
This resolution was passed with the vote in favour of 99.90% of the voting quorum.
Eighth.- Motion to amend the General Meeting of Shareholders’ Regulations: section 4 (The General Meeting), 6 (Powers of the General Meeting), 9 (Information available from notice), 10 (Right to information prior to the General Meeting), 12 (Proxies), 13 (Proxy solicitation), 20 (Speeches and questions by shareholders), 22 (Voting of the proposed resolutions) and 28 (Publicity of the resolutions) as well as proposed introduction of section 10bis (Electronic Forum of Shareholders) of the General Meeting of Shareholders´ Regulations.
To introduce section 10 bis and to amend sections 4.2; 6 (f); 8.1, 2, 3, 4 and 5; 9.1.a), b), c), d), e) y f) and 2; 10; 12.1, 2 and 5, and subsequent renumbering of former sections 5, 6, 7 and 8; 13; 20.2; 22.3; 22.5 and 28.1 and 2 of the General Meeting of Shareholders’ Regulations, which shall hereinafter read as follows:
a) “Section 4. The General Meeting
2. The Company shall ensure equal treatment for all its shareholders in the same position, in the acknowledgement of their right to information, their participation and the exercise of their right to vote at the General Meeting of Shareholders”.
b) “Section 6. Powers of the General Meeting
(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 a consultative vote on the annual report on Directors´ compensation”.
c) “Section 8. Notice
1. General Meetings, either Annual or Extraordinary, shall be called by the Board of Directors by notice published in the Official Gazette of the Companies Register, on the Company´ s Web page and on the web page of the Comisión Nacional del Mercado de Valores (“CNMV”), at least one month in advance of the date set for the meeting or any longer period of time required by the Law, where appropriate, depending on the resolutions submitted to its discussion.
2. The notice shall state all the issues required by statute, where appropriate, and namely:
(a) the name of the Company, the place, day and time on which the General Meeting is to be held on first call, the date on which the General Meeting is to be held on second call, where appropriate (at least a 24-hour period shall lapse between the first and the second call) and the office of the individual or individuals who call the meeting.
(b) The notice shall also state clearly and accurately the agenda of the General Meeting, with all the business to be transacted.
(c) The requirements that need to be met in order to attend the General Meeting and the ways to evidence such fulfilment to the Company, as well as the date by which shareholders shall have registered in their own name the number of shares required to take part and to vote at the General Meeting.
(d) Where and how to get the full text of the documents and proposed resolutions and the web page of the Company where such information shall be available.
(e) The right of shareholder to be represented at the General Meeting by someone else, even though the proxy-holder is not a director, and the requirements and procedures to exercise such right, including the right to add items on the agenda and to submit motions, and the deadline to exercise such right.
(f) The right of information that shareholders have and the manner to exercise it.
(g) The information on the systems to cast vote by proxy, the forms that need to be filled out to act by proxy and the means that need to be used for the Company to accept any notice of proxies granted given by electronic means, and the procedures set forth for casting of remote voting, either by post or by electronic means.
3. Shareholders who represent at least five (5) percent of the share capital, may request that a supplement to the notice of the General Meeting be published, to include one or more items on the agenda, provided that, however new items are duly evidenced or accompanied, where appropriate, by a duly supported motion. This right must be exercised by means of an irrefutable notice to be received at the registered office within five (5) days of the date of publication of the notice. The supplement to the notice must be published at least fifteen (15) days prior to the date set for the meeting of the General Meeting of Shareholders.
Likewise, shareholders who represent at least five (5) percent of the share capital, may submit, within the same term provided in the paragraph above, duly supported motions on items already included or which shall be included on the agenda of the General Meeting called. The Company shall ensure that such motions and any attached document, where appropriate, are duly disclosed on the web page of the Company.
4. No later than the day of publication, or in any case the immediate following working day, the Company must send the notice, and where appropriate, the eventual supplement thereto, to the CNMV, as well as to the Governing Companies of the Stock Exchanges where the shares of the Company are quoted for its insertion in the Stocks’ Gazettes. The text of the notice and, where appropriate, the eventual supplement thereto, shall also be available on the Company´s web page.
5. Notwithstanding the provisions of the paragraphs above, the General Meeting shall be deemed to be properly called and validly held to deal with any business, provided that shareholders representing the whole share capital are present and the attendants unanimously resolve to hold such meeting”.
d) “Section 9. Information available from notice
1. From the publication of the notice, the Company shall make available to the shareholders the following information.
(a) The notice of the General Meeting.
(b) The aggregate number of shares and voting rights as at the date of the notice.
(c) The documents (such as, among others, the annual accounts, proposals for the distribution of income or loss, management reports, auditors reports, directors reports, proposals for resolutions, full text of the amendments to the Articles of Association, auditors and/or independent experts’ reports, merger or split-off plans) that must be necessarily provided according to statute, regarding the different items included on the agenda.
(d) The full text of the motions that the Board of Directors submits to the deliberation and approval of the General Meeting in respect of the different items on the agenda, including the proposed resolutions submitted by the shareholders, as well as all the information regarding directors whose ratification or appointment is proposed, pursuant to the provisions of the Board of Directors´ Regulations. As an exception, the Board of Directors may omit the publication of those proposals not required by statute or by the Articles of Association to be made available to the shareholders from the date of the notice to the General Meeting, whenever concurrent justified reasons advise against their early publication.
(e) Practical information linked to the Meeting and the way in which the shareholders exercise their voting rights, such as, amongst others:
(i)The communication channels existing between the Company and the shareholders, and namely those explanations necessary for shareholders to exercise their right to information, stating the postal addresses and e-mail addresses where they can address their queries.
(ii) The ways and procedures to grant proxy for the General Meeting.
(iii) The ways and procedures to cast votes through remote communication systems, including, the exercise of vote by proxy and through remote means at the General Meetings, unless they are directly sent by the Company to each shareholder. Where such ways and procedures can´t be posted on the web page for technical reasons, the Company shall state on the web page how to get the paper forms, which it shall send to any shareholders requesting so.
(iv) Information on the location of the place where the General Meeting is to be held and the way to access same.
(v)Information, where appropriate, on the systems or procedures that may facilitate the monitoring of the Meeting, such as simultaneous translation devices, broadcasting through audiovisual means, information available in foreign languages, etc.
(f) Any other information deemed appropriate in order to facilitate the attendance and participation of the shareholders at the General Meeting.
2. Shareholders may get at the registered office, free of charge and immediately, the documents and information referred to in the paragraphs above, and request their free delivery or dispatch, in accordance with the provisions of the Law. Furthermore, such documents and information shall be included on the Company’s web page”.
e) “Section 10. Right to information prior to the Meeting
1. From the very day the notice of the General Meeting is published, and until the seventh day, included, prior to the day set for the General Meeting to be held, every shareholder may request in writing to the Board of Directors the information or clarification they may deem necessary or ask the questions they might think fit, regarding the items on the agenda. Moreover, in the same term and manner, every shareholder may request information or clarifications or ask questions in writing concerning the information available to the public that the Company might have already furnished to the CNMV from the date the last General Meeting was held and concerning the auditor´s report. Likewise, shareholders may gather any other information they may need regarding the General Meeting through the Company´s web page or through the Shareholders´ Service Department telephone number to be established for that purpose, which shall be appropriately disseminated.
2. The Board of Directors must provide the required information except (i) where the Chairman should consider that the publicity of the information requested may be detrimental to the Company´s best interests, (nevertheless, this exemption may not be claimed where the request is supported by shareholders representing at least twenty five (25) per cent of the share capital; (ii) where the information or clarification requested does not concern the items on the agenda or the information available to the public that the Company has furnished to the CNMV from the date the last General Meeting was held; (iii) where the information or clarification requested is not deemed to be reasonably necessary in order to reach an opinion over those matters raised to the General Meeting or, if by any means, it is considered abusive; (iv) where prior to the raising of the question, the information requested is clearly and directly available to all shareholders on the web page of the Company under the question-answer format, or (v) where legal provisions or regulations so provide.
3. The shareholders’ requests for information shall be answered by the full Board of Directors, any member thereof, the Secretary, even if he/she is not a member of the Board, or by any other person expressly authorized by the Board for this purpose.
4. Under the terms provided in Law the requests for information must be answered in writing and prior to the General Meeting, unless the characteristics of the required information make it unsuitable. Those requests for information that due to the proximity to the date of the General Meeting, cannot be answered prior to said General Meeting or those that are submitted during the same shall be answered during the General Meeting, in accordance with the criteria stated in these Regulations or, where appropriate, in the shortest period of time as of the date on which the General Meeting was held and always, within the maximum term provided by the Law for this purpose.
5. Those answers given to significant questions and made available to the shareholders prior to the date on which the meeting is set to be held, shall be made available to the shareholders attending the meeting at the beginning of the same, and shall also be disseminated though the Company’s web page”.
f) “Section 10 bis. Electronic Forum of Shareholders
With regard to the notice of General Meetings of Shareholders, an Electronic Forum of Shareholders shall be made available on the web page of the company, which may be accessed with all due guarantees, both by individual shareholders and voluntary associations which may be established under the legal requirements, for the purposes of promoting communication with shareholders prior to the General Meetings. Any motion intended to be submitted as a supplement to the agenda disclosed on the notice, any requests for adhering to such motions, any motion to reach the required percentage enabling to exercise a minority right provided by law and any offer or request of voluntary representation may be published on such Forum. The Board of Directors may implement the foregoing, by fixing the procedure, the terms and any other conditions for the operation of the Electronic Forum of Shareholders”.
g) “Section 12.- Proxies
1. Any shareholder who has the right to attend may be represented by someone else in the General Meeting, even if the proxy-holder is not a shareholder. Such proxies shall be conferred in writing and specifically for each particular General Meeting. This requirement shall not apply when the proxy-holder is the spouse, ancestor or descendant of the proxy-granter, or when the proxy-holder has been conferred a general power of attorney, granted as a deed, with powers to manage all the assets that the proxy-grantor has on national territory. No shareholder may be represented at a General Meeting by more than one proxy-holder, except for such cases where a financial intermediary is involved who may grant proxy to any third party appointed by the client; in such case, the number of proxies granted can´t be restricted.
2. Proxies may be granted by postal or electronic mail, or by any other means of distance communication, provided that the identity of the participating individual and the security of distance communications is ensured, and in such case, the provisions of section 23 of the Articles of Association regarding the casting of votes by such means shall apply, provided that it is not incompatible with the nature of proxy.
5. Prior to his/her appointment, the proxy-holder shall provide detailed information to the shareholder about the existence of any conflict of interests. Should such conflict occur after the appointment of the proxy-holder, and the represented shareholder has not been warned of the potential existence of such conflict, the former shall forthwith inform the latter of such conflict. In both cases, and in the absence of any new and accurate voting instructions regarding each and every item of the agenda on which the proxy-holder shall cast a vote on behalf of the shareholder, the proxy-holder shall abstain from voting.
6. Unless the proxy-grantor so indicates, should the proxy-holder be involved in a conflict of interests, it shall be assumed that the proxy-grantor has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should also be in conflict of interest, the Secretary of the General Meeting, and if this should also be in conflict of interest, the Capital Markets Director of the Company.
7. If no instructions regarding the vote on proposals included on the agenda were given, it shall be understood that the proxy-holder shall vote in favour of said proposals submitted by the governing body. If no instructions regarding the vote on proposals not included on the agenda were given, it shall be understood that the proxy-holder shall vote against said proposals.
8. Where the document containing the proxy or delegation is submitted to the Company without expressly stating the name of the proxy-holder, it shall be assumed that the proxy-grantor has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should be involved in a conflict of interest, the Secretary of the General Meeting, and if this should also be involved in a conflict of interest, the Capital Markets Director of the Company”.
h) “Section 13. Proxy solicitation
The rules laid down in the prevailing regulations governing companies which apply to proxy solicitation shall apply to the proxy solicitations publicly made by the Board of Directors, the entities in charge of the book-entries registry, or any other person or public entity. Namely, the document containing the proxy shall state or have attached the agenda, the request for instructions in order to exercise the voting rights and the indication on the way the proxy shall vote in case he is not given precise instructions. If the proxy solicitation is made by the Board of Directors, and no instructions are given to the proxy-holder, the vote will be understood to be in favour of the proposal submitted by the Board of Directors, within the legal limitations provided by the regulations in force.
Where members of the governing body of the Company or any other person acting for or on behalf of any of them should have resorted to any public solicitation of proxies, the director who has obtained such proxy shall not exercise the right to vote corresponding to the represented shares regarding those items of the agenda in respect of which such director is involved in any conflict of interest, unless he/she would have received from the proxy-grantor accurate voting instructions for each of such items”.
i) “Section 20. Speeches and questions by shareholders
2. While they take the floor, shareholders may request verbally the reports or clarifications they may deem necessary on the items of the agenda, the information available to the public that the Company would have furnished to the CNMV from the date the latest General Meeting was held, and the auditor´s report.
The requested information or clarification shall be furnished to the shareholder by the Chairman or, where appropriate, and following the latter’s indications, by the Chairman of the Audit and Control Committee, the Secretary, any director or, where appropriate, any employee or expert on the subject, unless any of the circumstances envisaged under Article 10 above should occur (if so, Article 10 shall prevail) or unless the requested information is not available during the General Meeting itself; in such case, said information shall be provided within the shortest period of time following the date on which the General Meeting was held and anyway in compliance with the maximum term legally provided for said purpose. Directors are not bound to answer any specific question raised by the shareholders where, prior to raising them, the information requested was clearly and directly made available to all the shareholders on the corporate web page under the question-answer format”.
j) “Section 22. Voting on the proposed resolutions
3. The Secretary need not read out in advance entirely the proposed resolutions which were furnished to the shareholders at the beginning of the session pursuant to Section 14 and available to them and posted on the web page of the Company as of the date the notice calling the General Meeting of Shareholders was published, pursuant to the provisions of section 9. Anyway, the Secretary shall mention to the members in attendance which proposed resolution must be voted at each time, and shall summarize the essential contents of those resolutions which have not been entirely read out in advance. Where alternative proposed resolutions to those submitted by the Board of Directors regarding items included on the agenda had been put forward, the proposal of the Board shall be put to the vote first and then, where appropriate, those proposed by other speakers in chronological order, according to the moment in which they have been submitted.
Upon passing of a resolution by the General Meeting, the remaining proposals regarding the same item on the agenda, and which are incompatible with the passed resolution shall become automatically void, and shall not be put to vote.
5. With regard to financial intermediaries and pursuant to the provisions of law, they may cast, on behalf of their clients, a dissenting vote pursuant to different voting instructions, should they have received them. For such purposes, they should have submitted to the Company, within the seven days prior to the date slated for the General Meeting to be held, a list with the identity of each client, the number of shares in respect of which they exercise the right to vote, and the voting instructions received by such intermediary, where appropriate”.
k) “Section 28.- Publicity of the resolutions
1. Subject to having to record with the Companies Register any resolutions eligible for registration, and subject to all applicable legal provisions on the publicity of corporate resolutions, the full text of the resolutions passed by the General Meeting shall be relayed to CNMV as a relevant fact on the same day the General Meeting was held or on the first working day immediately after said date, and shall be posted on the web page of CNMV. The text of the resolutions shall also be available on the Company´s web page.
Resolutions passed and the result of the votes cast shall be available on the web page of the Company within five (5) days of the date when the General Meeting was held. Namely, regarding each resolution put to vote at the General Meeting, at least the number of shares in respect of which votes have been validly cast shall be determined, as well as the percentage such votes represent on the share capital of the Company, and the aggregate number of valid votes, the number of votes for, and against each resolution and, where appropriate, the number of abstentions”.
This resolution was passed with the vote in favour of 99.80% of the voting quorum.
Ninth.- Authorization to the Board of Directors for the derivative acquisition of treasury stock, superseding the authorization approved by the Annual General Meeting held in 2010.
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 13th July 2010”.
This resolution was passed with the vote in favour of 99.37% of the voting quorum.
Tenth.- Approval of the corporate web page
(www.inditex.com).
To approve, for the purposes of the provisions set forth in section 11 bis of the Act on Capital Companies, the corporate web page of Industria de Diseño Textil, S.A. (INDITEX, S.A.): www.inditex.com.
For the record, it is hereby stated that such corporate web page was created prior to the enactment of said section 11bis of the Act on Capital Companies, and due notice thereof was given to the Companies Register”.
This resolution was passed with the vote in favour of 99.90% of the voting quorum.
Eleventh.- Advisory say on pay vote on the Annual report on Directors´ compensation.
To approve, by means of an advisory say on pay vote, the annual report on Directors’ compensation of Industria de Diseño Textil, S.A. (INDITEX, S.A.), the full text of which was made available to the shareholders, together with the remaining documentation for the Annual General Meeting of Shareholders, as of the date the notice of the Annual General Meeting was published.
This resolution was passed with the vote in favour of 84.39% of the voting quorum.
Twelfth.- Information provided to the Annual General Meeting of Shareholders about the amendment of the Board of Directors’ Regulations.
Pursuant to the provisions of section 528 of the Act on Capital Companies, the Annual General Meeting of Shareholders is hereby informed that it was resolved by the Board of Directors in the meeting held last 12 June 2012, after report and memorandum in support issued by the Audit and Control Committee, to amend sections 14, 15, 17, 20, 23, 28, 30 and 39 of the Board of Directors’ Regulations in order to:
i) include the regulatory changes introduced as a result of the entry into force of Act 25/2011, of 1 August which amends in part the Act on Capital Companies and includes Directive 2007/36/EC of the European Parliament and of the Council, of 11 July, on the exercise of certain rights of shareholders listed companies and Act 2/2011, of 4 March on Sustainable Economy which gave rise to several amendments to Act 24/1988 of 28 July, on the Stock Exchange; (ii) embrace recommendations 44 and 54 of the Unified Code on Good Governance of Listed Companies, with a consistency approach regarding the composition of the different Supervision and Control Committees of the Board of Directors of the Company; iii) extend the powers of the Audit and Control Committee; and iv) delete any regulatory references to the extinct Spanish Corporation Act and replace them with the relevant references to the Act on Capital Companies, and improve the wording of the prevailing Board of Directors´ Regulations in force.
Namely, it was resolved by the Board: a) to amend paragraphs one and two of sections 14 and 15 for the purposes of upholding consistency with regard to the composition of the different Supervision and Control Committees of the Board of Directors and adapting the wording of said sections to the contents of recommendations number 44 and 54 of the Unified Code on Good Corporate Governance of Listed Companies. Thus, sections 14 and 15 provide that both the Audit and Control Committee and the Nomination and Remuneration Committee are entirely composed of external directors, most of whom shall be independent directors, and that such Committees shall be chaired by an independent director. Both recommendations had been already embraced by the Company. Additionally, amend sup-paragraph (n) of section 14 so that the Audit and Control Committee, in addition to reporting on compliance with the Code of Conduct, would also report to the Board of Directors on compliance with the additional documents which make up the internal regulatory compliance model from time to time in force and include two new sub-paragraphs (s) and (t) into section 14, for the purposes of adding to the duties of the Audit and Control Committee some duties provided in the Code of Best Tax Practices, issued by the Foro de Grandes Empresas, to which the Company has adhered. Likewise, a new sub-paragraph (i) is added to the second paragraph of section 15, to allocate to the Nomination and Remuneration Committee the responsibility of preparing and submitting to the Board of Directors an annual report on Directors´ compensation, provided to the provisions of new section 61 ter of Act 24/1988, of 28th July on the Securities Market; b) to add a new sub-paragraph to the first paragraph of section 17 for the purposes of technically improving its wording and matching its contents with the new wording of section 246 of the Act on Capital Companies, further to the amendments introduced by Act 25/2011. Thus, the Board of Directors of the Company may be convene: (i) by the Chairman (or acting chairman), when he/she shall deem it fit, or upon request of one third of the members of the Board, and (ii) by directors representing at least one third of the members of the Board, where, further to the request made to the Chairman of such body, he/she would have failed to convene the Board of Directors within one month; c) to amend the fourth paragraph of section 17, the first paragraph of section 20 and section 30, for the purposes of deleting any references to the extinct Spanish Corporation Act, and replacing them with the relevant reference to the Act on Capital Companies; (iv) to amend the first paragraph of section 23 to delete a superfluous reference to the length of the tenure, provided in the Articles of Association which shall not be in excess of six years, pursuant to the provisions of section 221 of the Act on Capital Companies; and (v) to amend paragraphs three and four of section 28 and paragraph two of section 39 to adjust their contents to the new sections 61bis and 61ter of Act 24/1988, of 28 July, on the Stock Exchange, introduced by Act 2/2011, of 4 March, on Sustainable Economy which governs the obligation for listed companies to draft every year two annual reports, on corporate governance and on directors´ compensation. The Board of Directors subjected the effectiveness of such resolutions to the condition precedent that the motions to amend the Articles of Association and the General Meeting of Shareholders´ Regulations addressed in items six and seven of the agenda would be passed by this Annual General Meeting.
Thirteenth.- Granting of powers for the implementation of resolutions.
Delegate to the Board of Directors, expressly empowering it to be substituted by the Executive Committee or by any of its members, as well as to any other person expressly authorised for these purposes by the Board, of the necessary powers as wide as required in law for the correction, development and implementation, at the time that it considers most appropriate, of each of the resolutions passed in this Annual General Meeting.
In particular, to authorise the Chairman of the Board of Directors and C.E.O., Mr Pablo Isla Álvarez de Tejera and to grant a special power of attorney as broad as might be required in law, to the Secretary of the Board, Mr Antonio Abril Abadín so that, either of them, jointly and severally, without distinction, and as widely as is necessary in Law, may carry out whatever actions are appropriate to implement the resolutions passed in this General Meeting in order to record them in the Companies Register and in any other Registries, including, in particular, and amongst other powers, that of appearing before a Notary Public to execute the public deeds and notary’s certificates that are necessary or expedient for such purpose, correct, rectify, ratify, construe or supplement the agreements and execute any other public or private document that is necessary or appropriate so that the resolutions passed are implemented and fully registered, without the need for a new resolution of the Annual General Meeting, and to proceed to the mandatory filing of the individual and consolidated annual accounts with the Companies Register.
This resolution was passed with the vote in favour of 99.90% of the voting quorum”.
The full text of these resolutions was available to the public as of 17 July 2012 on the corporate website (www.inditex.com) and also on the web site of CNMV.
E.9. By-law restrictions requiring a minimum number of shares to attend the General Meeting of Shareholders
There are no by-law restrictions requiring a minimum number of shares to attend the General Meeting of Shareholders.
E.10. Policies followed by the Company in relation to proxies in the General Meeting of Shareholders
Section 12 of the Regulations of the General Meeting of Shareholders, implementing the provisions of article 20 of the Articles of Association, lays reads as follows:
“1. Any shareholder who has the right to attend may be represented by someone else in the General Meeting, even if the proxy-holder is not a shareholder. Such proxies shall be conferred in writing and specifically for each particular General Meeting. This requirement shall not apply when the proxy-holder is the spouse, ancestor or descendant of the proxy-granter, or when the proxy-holder has been conferred a general power of attorney, granted as a deed, with powers to manage all the assets that the proxy-grantor has on national territory. No shareholder may be represented at a General Meeting by more than one proxy-holder, except for such cases where a financial intermediary is involved who may grant proxy to any third party appointed by the client; in such case, the number of proxies granted can´t be restricted.
2.Proxies may be granted by postal or electronic mail, or by any other means of distance communication, provided that the identity of the participating individual and the security of distance communications is ensured, and in such case, the provisions of section 23 of the Articles of Association regarding the casting of votes by such means shall apply, provided that it is not incompatible with the nature of proxy.
3.Proxies shall be included in the list of members in attendance, stating in case they are granted in a public document, the date of execution, the authorizing Notary, and the number of the record. Notwithstanding the above, the person acting as Chairman of the General Meeting in accordance with the provisions of Section 22 of the Articles of Association, may ask the proxy to provide the documentation that proves the nature of its representation. The Company shall keep a record of those documents containing the proxies granted.
4.Proxies can always be revoked. The attendance of the proxy-giver at the Meeting, either in person, or having effected the vote by remote communication systems, shall have the effect of a revocation, regardless of the date on which the proxy was granted.
5.Prior to his/her appointment, the proxy-holder shall provide detailed information to the shareholder about the existence of any conflict of interests. Should such conflict occur after the appointment of the proxy-holder, and the represented shareholder has not been warned of the potential existence of such conflict, the former shall forthwith inform the latter of such conflict. In both cases, and in the absence of any new and accurate voting instructions regarding each and every item of the agenda on which the proxy-holder shall cast a vote on behalf of the shareholder, the proxy-holder shall abstain from voting.
6.Unless the proxy-grantor so indicates, should the proxy-holder be involved in a conflict of interests, it shall be assumed that the proxy-grantor has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should also be in conflict of interest, the Secretary of the General Meeting, and if this should also be in conflict of interest, the Capital Markets Director of the Company.
7.If no instructions regarding the vote on proposals included on the agenda were given, it shall be understood that the proxy-holder shall vote in favour of said proposals submitted by the governing body. If no instructions regarding the vote on proposals not included on the agenda were given, it shall be understood that the proxy-holder shall vote against said proposals.
8.Where the document containing the proxy or delegation is submitted to the Company without expressly stating the name of the proxy-holder, it shall be assumed that the proxy-grantor has appointed as proxies as well, jointly and severally and in succession, the Chairman of the General Meeting, and if this should be involved in a conflict of interest, the Secretary of the General Meeting, and if this should also be involved in a conflict of interest, the Capital Markets Director of the Company”.
E.11. Institutional investors as to participation or lack of participation in the Company’s decisions
The share capital of INDITEX is represented by the book-entry system and there is no shareholders’ register. The Company is not expressly aware nor has it received any notice regarding the policy of the institutional shareholders with respect to participation in company decision-making.
E.12. Address and means of access to the corporate governance contents on the web site
The address of the corporate website of INDITEX is www.inditex.com.
During FY2004, INDITEX’s web page was updated, to adapt its content and the time allocated for the disclosure of information to the requirements of Spanish Ministerial Order ECO/3722/2003 of 26 December, and, above all, to the requirements established in Circular 1/2004 of CNMV.
In order to access the corporate governance contents, please take the following steps: once you are on the corporate web page (www.inditex.com), a menu with several tabs is displayed on the home page, among them the one called “Information for Shareholders and Investors”. If you click on that heading, or place the cursor thereon, the tabs headed “Investor Relations”, “Relevant Facts”, “Corporate Governance” and “Contact for Shareholders” will appear. Likewise, many different documents of interest to shareholders and investors may be downloaded from this same page.
Within these last tabs of the web page, the following information and documentation is available:
- Rules and regulations: Articles of Association, the Regulations of the General Meeting of Shareholders and the Board of Directors’ Regulations and the Internal Regulations of Conduct regarding Transactions in Securities.
- Shareholding structure: share capital, number of shares, significant holdings, information on treasury stock, etc.
- The General Meeting of Shareholders: notices of meeting, agendas of meetings, proposed resolutions, reports from the members of the Board, full texts of the documents put forward to the General Meeting for approval or that are submitted thereto for its information, presentations given, quorums, resolutions passed, votes cast and which way they were cast.
- Board of Directors: composition of the Board, of the Executive Committee, of the Audit and Control Committee and the Nomination and Remuneration Committee, with details of the different types of directors and the offices they hold in each of the committees or bodies and shares held in the company by the members of the Board of Directors.
- Relevant facts.
- Other information: daily and historic price of the share, investor diary, dividends, financial information, Annual Report for the last few years; financial information (annual, half-yearly and quarterly results), presentations and webcasts, press releases, public periodic information, para-social agreements, transactions with related parties, Annual Corporate Governance Reports and communication channels with the company.
Furthermore, and in accordance with the provisions in Circular 1/2004 of the CNMV, certain corporate governance documents are directly available from the site map on the web site.
Finally, it must be pointed out that the information included on the web page is given in two languages: Spanish and English, except for certain documents.
Additionally, the Annual General Meeting of Shareholders dated 17 July 2012 resolved to approve INDITEX’s corporate web page for the purposes of the provisions laid down in section 11 bis of the Act on Capital Companies.
