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Agenda. - Inditex

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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.

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