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ANNUAL GENERAL MEETING OF SHAREHOLDERS<br />
OF INDUSTRIA DE DISEÑO TEXTIL, S.A.<br />
(INDITEX, S.A.)<br />
17 JULY 2012<br />
AGENDA<br />
First Review and approval, where appropriate, of the annual accounts (Balance<br />
Sheet, Profit and Loss Account, Shareholders´ Equity Statement, Cash<br />
Flow Statement and Annual Report) and Management Report of Industria<br />
de Diseño Textil, S.A. (INDITEX, S.A.) for fiscal year 2011, ended 31 st<br />
January 2012.<br />
Second Review and approval, where appropriate, of the annual accounts (Balance<br />
Sheet, Profit and Loss Account, Statement of Comprehensive Income,<br />
Shareholders´ Equity Statement, Cash Flow Statement and Annual<br />
Report) and Management Report of the consolidated group (<strong>Inditex</strong><br />
Group) for fiscal year 2011, ended 31 st January 2012 and of the<br />
management of the company.<br />
Third Distribution of the income or loss of the fiscal year and distribution of<br />
dividends.<br />
Fourth Re-election of GARTLER, S.L. to the Board of Directors as proprietary<br />
director.<br />
Fifth<br />
Sixth<br />
Ratification and appointment of a Board member as proprietary Director.<br />
Appointment of Auditors for the Company and its Group for fiscal years<br />
2012 through 2014, both inclusive.<br />
Seventh Motion to amend the Articles of Association: clause 15 (the General<br />
Meeting), clause 17 (Notice. Universal General Meetings), clause 20<br />
(Representation at the General Meeting), clause 23 (Passing of<br />
Resolutions), clause 28 (Convening and quorum of Board Meetings.<br />
Passing of resolutions) clause 31 (Audit and Control Committee), clause<br />
32 (Nomination and Remuneration Committee), clause 40 (Depositing of<br />
the accounts) and clause 42 (Procedure as to liquidation).<br />
Eighth Motion to amend the General Meeting of Shareholders´ Regulations:<br />
section 4 (The General Meeting), section 6 (Powers of the General<br />
Meeting), section 9 (Information available from notice), section 10 (Right<br />
to information prior to the General Meeting), section 12 (Proxies), section<br />
13 (Proxy solicitation), section 20 (Speeches and questions by<br />
shareholders), section 22 (Voting of the proposed resolutions) and section<br />
28 (Publicity of the resolutions) as well as proposed introduction of section<br />
10bis (Electronic Forum of Shareholders) of the General Meeting of<br />
Shareholders´ Regulations.<br />
Ninth Authorization to the Board of Directors for the derivative acquisition of<br />
treasury stock, superseding the authorization approved by the Annual<br />
General Meeting held in 2010<br />
Tenth Approval of the corporate web page (www.inditex.com)<br />
Eleventh Consultative vote of the Annual report on Directors´ compensation.
Twelfth Information provided to the Annual General Meeting of Shareholders<br />
about the amendment of the Board of Directors´ Regulations.<br />
Thirteenth Granting of powers for the implementation of resolutions.