1. Ownership structure

Share capital

As at 31 January 2015, Inditex’s share capital amounts to EUR 93,499,560 and is divided into 3,116,652,000 shares.

All shares are of the same class and series, are represented by the book-entry method and are fully paid-up and subscribed. All of them carry the same voting and economic rights.

The Annual General Meeting held on 15 July 2014 approved a Stock Split, increasing the number of shares in the Company by reducing the nominal value of shares from fifteen cents of a euro (€0.15) to three cents of a euro (€0.03) per share, according to the ratio of five new shares per each existing share, without any change in the share capital, and the subsequent amendment of article 5 of the Articles of Association to include the new number of shares in the Company (3,116,652,000 shares).

Market capitalization

Inditex has been listed on the different Spanish Stock Exchanges 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.

As at 31 January 2015, Inditex’s share price per the listing price on Spain’s Electronic Trading System (continuous market) was EUR 26.14 per share.

Ownership structure of the share capital

Inditex’s shares are represented by the book-entry method and no shareholders register is kept by the Company, as a result of which, the list of owners of shares in the company is not fully known.

As at 31 January 2015, members of the Board of Directors hold a 59.361% stake in Inditex’s share capital, as shown below:

Indirect voting rights (*)
Name or Company name of the director Number of direct voting rights Direct owner of the stake Number of voting rights % on aggregate voting rights
Mr Pablo Isla Álvarez de Tejera 1,805,320 0 0.058%
Mr Amancio Ortega Gaona 0 1,848,000,315(*) 59.294%
Mr José Arnau Sierra 30,000 0 0.001%
GARTLER, S.L. 1,558,637,990 0 50.010%
Ms Irene Ruth Miller 66,200 0 0.002%
Mr Nils Smedegaard Andersen 35,000 0 0.001%
Mr Rodrigo Echenique Gordillo 0 0 0%
Mr Carlos Espinosa de los Monteros Bernaldo de Quirós 150,000 0 0.005%
Mr Emilio Saracho Rodríguez de Torres 0 0 0%

In addition to directors, according to the information provided at CNMV’s web site (www.cnmv.es) the owners of significant shareholdings in the Company were:

  • Partler 2006, S.L. (owner of 289,362,325 shares, representing 9.284% in the share capital); and
  • Rosp Corunna Participaciones Empresariales, S.L.U. (owner of 157,474,030 shares, representing 5.053 % in the share capital). On 14 October 2014, Inditex’s shares owned by Rosp Corunna Participaciones Empresariales, S.L. were acquired by Ms Sandra Ortega Mera and Mr Marco Ortega Mera, having accepted the succession of Ms Rosalía Mera Goyenechea.

Rights on shares

Mr Pablo Isla Álvarez de Tejera, Chairman and Chief Executive Officer, might acquire up to a maximum number of 252,180 shares (representing up to 0.008% in the share capital) further to the Long Term Performance Shares Plan addressed to members of management and other employees of the Inditex Group, pursuant to the terms of the Long Term Performance Shares Plan which was approved by the Annual General Meeting held on 16 July 2013 (the full text of this resolution is available at www.inditex.com).

Para-social agreements

Inditex has not received any notice regarding the existence of any para-social agreements in respect of voting rights at Annual General Meetings, or which may limit the free transfer of shares, nor has it learned about any concerted actions between its shareholders.

Own shares

The authorization granted by the Annual General Meeting on 16 July 2013 remains in force, by virtue of which the Board of Directors is authorized to acquire the Company’s own shares (the full text of this resolution is available at www.inditex.com).

During financial years 2013 and 2014, the Company acquired 3,500,000 own shares (representing 0.112% in the share capital), which represents, as at 31 January 2015, the entire treasury stock of the Company, for the purposes of having the necessary number of shares to be delivered to the beneficiaries of the above-mentioned Long Term Performance Shares Plan, within the scope of the above-mentioned authorization for the derivative acquisition of shares.