1. Preliminary

The Board of Directors of INDUSTRIA DE DISEÑO TEXTIL, S.A. (INDITEX, S.A.) (hereinafter, “Inditex” or the “Company”) has been amending its rules on corporate governance in line with the most demanding trends on the subject and in accordance with the good governance codes and regulations approved.

The latest amendment in this area took place during FY2015 and further to the passing of Act 31/2014, of 3 December, amending the Spanish Companies Act for the improvement of corporate governance (hereinafter, “Act 31/2014”), and to the release of the new Good Governance Code of Listed Companies, approved further to a resolution of the Board of Directors of Comisión Nacional del Mercado de Valores [Spanish SEC] dated 18 February 2015 (hereinafter, “CBG” (Spanish acronym), Inditex has carried out a review of its internal regulations, updating them to meet the latest regulatory requirements, the latest recommendations in the area of good governance and the latest trends in the field of corporate governance.

Following recommendation 48 of CGB, it was resolved by the Board of Directors in the meeting held on 9 June 2015 that the Nomination and Remuneration Committee should split into two separate Committees: the Nomination Committee and the Remuneration Committee. Such resolution would become effective upon the approval of the Annual General Meeting.

This document has been drawn up by the Remuneration Committee in the meeting held on 13 June 2016 and it represents the annual activities report and report on the proceedings of such Committee, issued following recommendation 6 of CBG. Further to the split of the r Nomination and Remuneration Committee and to the assumption by the Remuneration Committee of part of the duties of the former, the fashion in which this report sets out the activities of the Committee is shown below:

  1. For the description of the activities carried out from the beginning of the financial year (1 February 2015) to the date when the above referred split into two Committees was completed (15 July 2015), the activities carried out by the former Nomination and Remuneration Committee and which correspond to the duties and competences presently discharged by the Remuneration Committee pursuant to Inditex’ internal regulations, are described.
  2. For the activities carried out from 15 July 2015 through 31 January 2016, FY2015 year-end, all the activities carried out by the Remuneration Committee are described.