Industria de Diseño Textil, S.A. (ITX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, dear shareholders. Welcome to this GSM where our CEO will give you details about the company performance during this last tax year. Before I continue with my first AGM as a Chairperson, I would like to speak a few words. First of all, I would like to express once again my gratitude to the Board and the entire company for their support. As you can probably imagine, I have a huge sense of responsibility, but the pride of representing the best team far exceeds that responsibility. Although it is not easy to convey what Inditex means to all of us who are fortunate enough to be here every day. And since it's not easy to explain in words, I would like to try. But no numbers or figures will be required for that. After all, Inditex has always been about people, highly dedicated people, people who never give up, people who never settle and who always seek to improve. Inditex is about 165 staff members from more than 170 countries. Inditex is about our suppliers who work with us on a daily basis and the tax is about our customers. Once more, Inditex is about people. And just like people, Inditex has dreams and success and failure stories, but it never stops and never looks back. Sometimes, performance is more glittering or numbers are perceived differently outside the company. But people effort and performance remains always the same, their best possible effort. Nothing is more valuable than that. We are lucky to be a part of this unique story whose success cannot be attributed to anyone in particular, but to all. We highly respect admirer and appreciate those who have turned Inditex into the company it is today. particularly Mr. Ortega for his perseverance, his vision and unfaltering dedication and for the love he shows for this company every single day. We have received more than a company, more than a workplace. In our hands, we have a huge responsibility and a bright future, which compels us to do our very best. We are accountable to our teams, to our shareholders, our customers and our suppliers. We are responsible to this society we live in, as society where we want, but most importantly, must create a positive impact and a legacy. We take care of our own talent and work with the best in the industry. We are optimistic about the future and the certainty that Inditex' ability to overcome challenges and its innovation capacity will keep us growing every day. Inditex story of success is built on making the emotion and the beauty of fashion available to millions. This is the place where I grew up as a person and as a professional. This is what I've always wanted to be. This is the source of the values I share and the project to which I will put all of my energy, thanks to your trust. With the talent and responsibility of all of my coworkers, we will be ready to face whatever challenges the future may bring. Dear shareholders, welcome once again to this AGM, and thank you for your attention. Our Secretary and our CEO will be arranging this meeting under my supervision. I now give the floor to the CEO. Thank you.

Madam Chairperson, good day. To discuss the attendance to this meeting, this company has made the means available for you to exercise your rights remotely that will allow real-time connections and under the terms established in the summons as provided in Section 191 of the Companies Act and Article 19 of the Articles of Association. It is upon Ms. Ortega in her capacity as the Chair of the Board of Directors to chair this Annual General Meeting where the Secretary of the Board, Javier Monteoliva Diaz, will also act as Secretary of the AGM. s the Chair has already pointed out, we will both leave the preceding under her supervision. Except [ TonamantioGortega ] are attending the meeting all other members of the Board, except Emilio Saracho Rodriguez and Rodrigo Echenique who are attending electronically. They have been duly identified by [ Mr. Cantero ], a notary for all relevant statutory purposes. All of them, along with the Chair and the Secretary, make up the panel of the Annual General Meeting pursuant to Article 19 of the Articles of Association and Section 17 of the regulations of the General Meeting of Shareholders. Likewise, [ Mr. Pera Lopez ], Mr. Emilio Saracho, Mr. Rodrigo Echenique and Bns. Denise Patricia Kingsmill, Chairs of the Audit and Compliance Committee, Nominations Committee, Remuneration Committee and Sustainability Committees, respectively, are here available to report on any topics that shareholders may rise at this Annual General Meeting and issues within their purview. Next, we shall proceed to establish if the statutory requirements are met. For these purposes, the Secretary will address the publication of the notice for the Annual General Meeting and on behalf of the Chair will check whether a quorum is present.

Compliance where the legal requirement has been met. The Board of Directors resolved to call the Annual General Meeting in their meeting held on June 7, 2022, and the notice of this AGM was posted on the web page of the Spanish National Securities Market on June 8 and published on June 9 in the official gazette of the company's register. Since then, the notice has remained continuously available. Therefore, the Annual General Meeting has been called earlier than required by the statute of the Articles of Association. Therefore, on behalf of the Presidency and Chairperson, we consider this Annual General Meeting duly quorate. Before voting the list of attendants will be read. The AGM is efficiently quorate having, on one side, 342 present shareholders holding a total of 17,144,491 shares, representing nominal value of EUR 514,334.73 or 0.55% of the equity with 16,751,425 shares, issuing their vote in by post or electronically ahead of the meeting. Also, 3,038 shareholders are attending by proxy for a total of 2,728,900 representing EUR 81,840,292.74 million or 87% of the share capital. In consequence, attending our 3,380 shareholders representing a nominal value of 2,745,154,249 shares, representing a face value of EUR 82,354,627 or 88% of the equity. Therefore, the Chair can declare this annual shareholders meeting quorate. For the purposes of Provision 188 of the Companies Act, the company holds [ 2,432,514 ] shares. For information purposes, the members of the panel attend this meeting with a number of shares representing 82.483% of share capital, including both the shares they own and the ones they represent. Last, the Board of Directors in its meeting of June 7, 2022, agreed to request the presence of Notary Public to take the minutes of this Annual General Meeting. For this purpose. In this room, we have a member of the Society of Notaries from Galicia [ Mr. Federico Jose Cantera Nunes. ] Pursuant to Section 101.3 of the regulations of the company's register. He will ask shareholders or proxy holders, whether they wish to make any remarks regarding the number of shareholders present and the share capital in attendance. So would you kindly, [ Mr. Cantera ] identify yourself and proceed as described.

Mr. Secretary ladies and gentlemen, dear shareholders, and my capacity as notary someone to take the minutes of this meeting and in compliance with the provisions of the regulations on companies, I asked the attending shareholders either in person or electronically connected via the app, whether there are any reservations or objections regarding the representations made on behalf of the Chair about the quorum, number of shareholders or share capital whether present or represented by proxy. Should there be any those physically present can announce them right now. And those shareholders or proxy holders attending electronically may do so at this moment via the electronic attendance platform. Thank you. We will give everyone a few seconds. No reservations or objections are made.

Thank you, Mr. Secretary. And considering that there are no objections, I confirm that this AGM is validly quorate for Inditex S.A. and first summons to deal the matters included in today's agenda. To explain the course of the Annual General Meeting, I hereby inform shareholders of the next step. In a few minutes, our CEO will address a brief speech to you on the company performance and progress. During his speech, shareholders or proxy holders present in the room wishing to take the floor during this Annual General Meeting regarding agenda items or those who would like to request any information or explanations as they deem convenient, or about the publicly disclosed information made available since the last general meeting to the CNMV or about the auditor's reports or about the individual or consolidated directors' report for the year ending in January 31, 2022, shall come to the table where the notary seated to identify themselves and state the number of shares they hold or represent. Whenever possible, and to facilitate preparation of answers, please identify the topic about which you wish to speak. Therefore, if any of you have an address question or motion in writing. We ask that you please hand it to the company's staff found in the auditorium next to the notary table. Shareholders or proxy holders attending this meeting electronically have been able to submit their addresses today -- since today -- since 10:00 a.m. today, and they may continue to do so until after the CEO has finished his speech until the end of the time limit set for questions from the floor. Shareholders or proxy holders wishing to have their address questions or proposals for [indiscernible] must make them available to the notary in writing. As for shareholders and proxy holders attending electronically, they should have expressly stated such wish in their address proposal or question. Upon completion of these proceedings, the question-and-answer session will be open to shareholders or proxy holders. Shareholders and proxy holders attending physically in person who have requested the floor, may make use of it and pursuant to the order they are called by the Chair. To do so, they shall take the place especially designated for such purposes next to the notary where a microphone is available. Once the Q&A session for those present in the room is closed. The panel shall report the questions from the floor submitted by shareholders by remote means. All questions and participations will be answered at the end of the Q&A session with no possibility for a further reply. As for questions from the floor submitted by shareholders or proxy holders remotely, the CEO will read an abridged version thereof and perhaps group them by topic if it is considered appropriate. All of it without prejudice that requests for information or clarification not answered during this meeting are actually answered in writing within 7 calendar days after this Annual General Meeting in agreement with the provisions of applicable legislation. Next, we will hear some words from our CEO.

Madam Chair , shareholders, it is an honor to address you in this first meeting as the CEO of Inditex and for that reason, I would like to thank you for the support and the trust you have put in me to take these new responsibilities. I would also like to thank the Chairwoman for her initial words while she highlights how important values are to our company. And also by highlighting the huge degree of commitment and talent displayed by all professionals who work with us. During this day and during my speech today, I will be referring to the performance and profit and loss balance that we bring to this AGM. I will also refer to the main items and the P&L balance for the first quarter of 2022 fiscal year that we made public in June 8. And I will also refer to relevant aspects of the strategy we're currently following and a highly complex context as the one today with an industry and clear transformation that we aspire to continue to lead despite the serious challenges in our environment. As our Chair just pointed out, we are a fashion industry. And as such, we call upon emotion using creativity, design, quality, sustainability and the beauty of our physical stores. And we will continue to do so and same way or the way you expect us to as shareholders and the way our clients expect us to as well as our professionals and society in general. With due management of the environment around us by enhancing our supply chain fostering diversity and inclusion highlighting the talent of our professionals and in permanent listening with our stakeholders. And we will do so in a clear agreement with our values, prudence and ambition. I believe I can claim today that our model is moving ahead at full throttle, and we have a huge potential going into the future and analyzing the financial statements, we must obviously refer to sales. In 2021, sales reached EUR 27.716 billion. During a year, still earmarked by the pandemic, which had a direct impact on our activity during quarters 1 and 4. As for the first quarter of 2022, our sales reached EUR 6.742 billion, a record high for the first quarter in the Inditex Group. 2022 is a year where we recover economic activity, and we're recording a serious increase of both traffic and footfall and physical sales as well as solid consolidation of our online sales. By geographic area, Spain was 14% of our sales, the rest of Europe, 48%, 18% America and 20% for Asia and the rest of the world. In the sense, I would like to make a special mention of our performance in the United States. We got there in 1989. And by 1991, they were the second most relevant market in our group. Where does this sales performance come from? Where is our positioning and unique nature in the market come from? Well, during my speech, I will share with you 4 factors that, in our opinion, justify our present situation. Our sales proposal and increased shopping experience for our clients are focused on sustainability and the talent and commitment of our people. As for our fashion proposition, we're constantly listening to our clients so that using creativity, quality and design, we can offer the best products in our collections. As part of that listening are all of our subsidiaries and all the markets where we operate. I would like to share 3 projects with you today. Three sales initiatives that are relatively recent and that make us particularly proud. The first 1 is Massimo Dutti Studio. This line was launched in May and it's -- it's been very successful amongst our clients. It's a new fashion idea, very trendy, highly sophisticated for special occasions. And one step ahead, in the company without losing our foundational essence. The second initiative is a specific denim collection specifically created for the U.S. market launched by Zara in a cooperation with Good American. There is a pop-up store in Los Angeles, 42 stores and online sales. This collection represents 2 values both companies share, which are particularly relevant in a society like ours, inclusion and sustainability that involves 10 cell and recycled cotton as raw materials. And the third initiative is a collection launched only a few days ago in cooperation with Vincent Van Duysen Those of you here with us today in the auditorium have had the opportunity to see the collection firsthand before we enter the auditorium. This collection is created with very high quality product, mostly manufactured in Spain, showing the craftmanship and artistic spirit of Vincent Van Duysen himself. The second factor that explains why we have been so successful in the market, is our specific nature as Inditex in the market. And this comes from an increasingly user-friendly shopper experience. This is something we've been working on for a while. We continue to optimize our sales services. We place our chips on omnichannel and updated stock that allows us to offer our clients anything they need anytime, anywhere in the most efficient, comfortable way. And we also focus on bringing in new technologies and putting them at the service of the shopping experience. In this sense, I would like to mention our Plaza de España store in Madrid. that opened its stores in April. It's the largest Zara store in the world with over 7,000 square meters of sales space of floor that includes our most updated brand image and puts innovative technologies at the service of our clients' shopping experience. In this sense, the store mode enables the geolocation of products in the store and it also has features like Pay and Go or Click and Collect that make the shopping experience much simpler. This includes a self-checkout or in-store online purchases pick up. Not only Zara and Plaza de España in Madrid has these features. It also has differentiated spaces for shoes, underwear, cosmetics and sports. Differentiated floor space that can also be found in our Zara store in New York's Fifth Avenue, which is getting back up after the pandemic or the recently reopened store in Ginza, Tokyo, Japan. One of the most iconic shopping district in the world. Our ambition is bringing all these innovations in the technological features to the service of our clients and their shopping experience. And our more than 6,400 stores and in our online platforms where we operate in over 140 countries. I would like to highlight how powerful our online sales are reaching EUR 7.5 billion or 25.5% of our total sales. Our aim is growing in sales, both on and offline to meet the objective we announced last March. As we promised that by 2024, our online sales would be more than 30% of total company sales. I will -- I would like to go to a third factor that is part of how unique we are, sustainability. Dear shareholders, this is not the first time I talk about sustainability. In Inditex, sustainability is not a new feature, and it's not something peripheral. It is a concept we've been working on for years. We were the first Spanish company that stuck to the UN World Compact of the United Nations 20 years ago. Today, all of our decisions are framed into our sustainability strategy. We continue to develop particularly relevant projects of sustainability impact in areas like raw material, manufacturing, distribution or circular market. We maintain our road map with particularly ambitious goals and I am certain that thanks to our efforts -- the effort and passion of our teams, we can actually do better in those objectives. Sustainability cannot happen in our industry without innovation. That is why we continue to foster a sustainability innovation hub, which allows us to be in permanent contact with researchers and entrepreneurs to identify new processes that will not only facilitate our sustainable transformation, but also as leaders in the industry and agents for change, enable the sustainable transformation of the entire industry. Let me underscore here an agreement that we talked about a couple of weeks ago with Infinited Fiber. Thanks to this agreement, we have committed to acquiring 33-odd-percent of whatever is manufactured with Infinited Fiber in the upcoming 3 years. This is specialty telling. It's over EUR 100 million of a commitment, and it has been fleshed out in commercial terms by means of an initial connection, a capsule collection. Today, ladies and gentlemen, shareholders, all, we are happy to explain that we are involved in a start-up. It's Circ that is a disruptive startup. We have a stake in Circ. They've built a process, which provides a response to one of the main challenges that we face in terms of sustainability, which is the generation of sustainable fiber, which comes from mixed origin products. Our stake in this company, C-I-R-C, Circ, together with other important shareholders, is going to make it possible for this company to ensure that its process becomes truly scalable so that we and others may benefit from this tremendously innovative process. Today, we're happy to say that, yes, we do have a stake in Circ but there's more to come. We hope to continue to identify projects, initiatives that will allow us to be certain that our strategy of sustainability be achieved as quickly as possible. After that proposal, we've been talking about fashion. We've been talking about clients, we've been talking about sustainability. The time has come to talk about the fourth factor, which truly does explain, which truly justifies our positioning and our very singular -- our very singular nature. Our people. Our Chair made a reference to people at the beginning of her address. We are a group of 165,000 professionals, 117 nationalities, fully engaged, committed, passionate and so talented. We are multicultural. We are diverse. And these are factors, without which it is impossible to understand what Inditex is at this point in time. In '21, 81% of managerial positions were actually held by women. We're going to continue to foster inclusion and diversity, 0 tolerance in the face of any kind, any manner of discrimination. We're going to continue to reach out for external talent. And of course, we're going to continue to ensure that our internal talent is rewarded and encouraged. And we're going to reinforce our training and skilling policy so that all of our professionals can truly participate, can truly be a part of our very robust corporate culture. Let me talk today about a project which we're especially excited about, the change makers project. They make change. Each and every one of our over 6,400 shops the world over have at least one ambassador of sustainability, professionals who, after training and skilling are truly going to be well positioned to explain our sustainability strategy to their colleagues, to our customers. And of course, all matter of initiatives, all proposals will be -- fully be taken into account in everything that has to do with sustainability. We have change makers. We have ambassadors in 53 markets, and our objective is to continue to speed up the process so that by the end of fiscal year '22, we have completed our objective, which is to have those change makers, those ambassadors of sustainability present in all of our stores. Now of course, these factors that I just made a reference to explain not only our excellent performance, this is spoken up by our sales. They also speak about our operational success One of the more relevant indicators is gross margin over sales. In 2021, this amounted to 57.1%, the highest in the past 6 years. In the first quarter of '22 it was actually 60.1%. The best in the past 10 years for our first quarter, I think this speaks of our health. It's also very important to remember that we have to truly efficiently manage our stock, our inventory. In the past 2 quarters, we've been very cautious, very prudent, and we've taken the decision to have articles entering into our logistics and distribution centers early on in order to guarantee availability of products should our supply chain be subject to stress. And also, we need to manage our operating expenses in 2021 and in the first quarter of '22, these grew under the growth of our sales. So discipline, rigor, efficiency -- and of course, all of this will continue to be compatible with our hunger for growth and development for the business model. Now as to taxes in fiscal year '21 this amounted to over EUR 6 billion. In terms of direct taxes and others, the amount was of EUR 2.4 billion. And our tax rate because of taxes paid on profits was up 23%. In the case of Spain, we have paid EUR 1.5 billion in taxes. That's 25% of our total amount paid. This is a percentage which goes well above and beyond the contribution of this market in terms of sales. This is because of headquarters effect. It is in Spain, in fact, where we continue to think about very important projects that contribute a tremendous amount of value added in areas such as design, logistics, innovation and technology. Now it sounds to reason that taxes are important. They explain how important the relationship is of Inditex and its setting but it's not all. We continue to want to invest in our community. Our aim for 2019 to 2021 was to reach out to 6 billion persons who directly benefited from our programs. As a matter of fact, it turned out to be not 6, but 8 million persons who benefited from the programs directly Today, we are going to talk about a project that we've been working with in Uganda, Rwanda and Burkina Faso with the UNHCR. In 2021, this project represented the donation of over 2 billion garments and footwear. Over 1,500,000 persons have actually benefited from the program. We continue to focus on refugees, Ukrainian refugees. Thank you to our teams who have selected, who have looked for talent, thank you to those teams because thanks to them, we have hired over 500 refugees coming from the Ukraine in 22 countries, and they are now part of the Inditex family. In the first couple of weeks of a humanitarian crisis, it was EUR 3 million that went to emergency relief, and we have donated 150,000 articles which have been made available to Ukrainian refugees who were living in neighboring countries. In accordance with the contents of our report, our ambition is to have a positive impact, a positive impact on people and communities where we are present. Thus, it follows that I share with you another project. This one is about farming, regenerative agriculture, together with Laudes Foundation, we are working in 2 states in India. The aim is to regenerate over 300,000 acres of semi-arid land, arid land. And this is going to have a very positive impact indeed from a social point of view and from an environmental point of view. In social terms, it leaps out because 75,000 farmers are going to directly benefit together with their families from the program. Their families themselves and their communities. From an environmental vantage point, this is going to guarantee more efficient resource management, talking about water here and, of course, less carbon emissions. So ladies and gentlemen, shareholders are, of course, in order to continue to be as ambitious as we have been so far to date, we must have a solid, sustainable track to follow. I'm talking about results. Our net profits in '21 was up over EUR 3.2 billion. In the first quarter of '22, this net amount was of EUR 760 million, the highest ever for our first quarter in all of the life of Inditex. And this despite the fact that we took the decision to provision EUR 216 million in order to cover those expenses, which would result, we believe, that's a consequence of our activities in Russia and Ukraine. Without that provision, our net profits in this first quarter for '21 would have been EUR 940 million. Now I need to add more specifics, and I have to make a reference to our cash. At the end of fiscal year '21, we were at [ EUR 9.359 billion ]. That's 24% more than at the end of fiscal year '20. It is thanks to this very solid grounding that we are in a position to continue to invest in the future growth of our group. And above and beyond that, we are in a situation to continue to make good on our commitments vis-a-vis [ yogurt ] cells in the arena of dividends. As to future growth for the group, our investments amounted in 2021 amounted to EUR 1.126 billion. Basically, they went to improve our stores. They went to improve our online channels, the improvement of our platforms for logistics, clearly focusing on innovation and technology. Throughout '22, our idea is to continue to wager on those same objectives. Our stores, online channels, logistics platforms. We believe that we will be investing more or less what we invested in '21, roughly EUR 1.1 billion. As to dividends, we would like for your good sales to authorize the payout of a dividend thinking about '21 , of course, EUR 0.93 per share, EUR 63 dividend, ordinary dividend and EUR 30 extraordinary dividend. On May 2, we had already made good on the first half of that dividend. And should this general shareholders' meeting so approve, we would pay the second half on November 2. And thanks to our solid financial grounding, we are going to be able to comply to make good on our promise. If you remember, in March, we promised something, which was that thinking about 2022 and 2023, we will pay out an extraordinary dividend EUR 0.44, which will be added to the ordinary dividend in accordance with our policy in place will be up 60 % of the fiscal years profits. So ladies and gentlemen, shareholders, all, I have spoken and I have made a reference to our proposal. Fashion, our proposal, a shopping experience for our customers always on the upswing our commitment vis-a-vis sustainability. And I've talked about our people. These are the factors that explain our excellent performance in commercial and operational terms, which explain our current positioning and our very unique personality. And I hark back to what I said at the beginning of my address. Our business model is throttling at full speed and has great potential forward-looking. I have no doubt that in the future, we will continue to be able to rely on passion, engagement, commitment and talent are evident in all of our professionals. A future awaits, which we believe will allow us to benefit from your trust and confidence. Thank you very much.

Thank you. On behalf of the Chair, I hereby inform shareholders and proxy holders attending the meeting electronically that the floor for your addresses, proposals or questions is now closed. Please bear that in mind. Before opening the Q&A session to shareholders and proxy holders in accordance with recommendation 3 of the good governance code of listed companies I will apprise the Annual General Meeting of the most relevant aspect of the company's corporate governance. The company's governance structure has been subject to a significant change in the year. And the meeting held on November 29, 2021, the Board of Directors passed a number of resolutions, including to elect Ms. Marta Ortega Perezs as a Board member and to a pointer as a the Board of Directors to fill the vacancy occurred following the resignation of Mr. Pablo Isla Alvarez de Tejera from the positions of Executive Chairman and Director. And to elect Mr. Oscar Garcia Merceiras as Executive Director and CEO, to fill the vacancy occurred following the resignation of Mr. Carlos Crespo Gonzalez,who was appointed in that same meeting as COO and Head of Digital and Sustainable Transformation. Such resolutions mark the completion of a process of generational handover and succession of the chair. This process was driven by the former Executive Chairman, Mr. Isla; and the Founder, Controlling shareholder and Director, Mr. Ortega. The election of Ms. Ortega and Mr. Garcia, whose ratification is submitted today to shareholders at this Annual General Meeting have entailed the separation of the positions of Chair of the Board of Directors and Chief Executive Director. With this structure, the company will have a nonexecutive Chair and a single Executive Director, who is entrusted with every delegated power of the Board of Directors in line with the best good governance practices. Further to such elections in the Texas Board of Directors currently has a diverse membership. This both in terms of directorship types, ensuring that a majority of nonexecutive directors sit there on and in terms of experience and careers, age and gender. Directors with a sound knowledge of the fashion retail business and others whose careers have developed in a number of sectors sit on the Board of Inditex. The above-referred elections have entailed the reinforcement of experience within the Board in areas such as digital transformation, sustainability compliance and corporate governance as well as the relations with regulators. The commercial strategy has been reinforced in particular as regards to product, design, innovation and brand image, which are the company's strategic priorities. Such elections have also contributed to significantly reducing the average age of directors, and their average board tenure in line with the progressive Board refreshment principle. Finally, following the election of Ms. Marta Ortega Perez, five female directors sit on the Board, the percentage of female representation standing now at 45.45% surpasses thus the 40% target set in the good governance code of listed companies for 2022. Shareholders wishing to have more detailed information about the company's corporate governance structure and practices, are refer to the annual corporate governance report for fiscal year 2021, which is available on the corporate website and on the CNMV's website and to the full documentation made available to them with the notice of the meeting. Mr. CEO.

Yes, we now then are going to allow members and proxies who have so requested and this in accordance with the orders set forth, please in order to facilitate this make sure that you speak for no more than 5 minutes. We have request -- received 1 request. [ Javier Hesus Farina Trescaras, ] 1,000 shares. Please kindly use the microphone. Thank you, sir.

Good morning, Madam Chair, CEO, Directors, shareholders, all those present. You have talked about EUR 219 million. That was the provision for the activities in Russia and the Ukraine during this year, we have seen the initiatives that have been undertaken regarding the hiring of Ukrainian refugees. And what I would want to ask is what is the difference now? What is the difference between Inditex's position vis-a-vis presence in Russia and Ukraine? Because what we read in the press, there are very many venues that are leased and the relationship with employees apparently continues to exist and apparently, wages are being paid. So I was wondering, is there a difference vis-a-vis the position with the Ukraine and the position vis-a-vis Russia. And finally, do you believe that other companies and other multinationals, they have taken a clear decision in Russia. They have firmly decided that there will be no further activities carried out by Inditex in Russia. Has a decision been taken along these lines?

We halted activities in Ukraine at the beginning of the war on February 26. And we announced that we would suspend activities in Russia on March 5th because we could not guarantee the continuity of our operations. When we halted activities in Russia, the EBIT associated to both markets was of approximately 8%. It's 2 markets that are important for us. And at that point in time, we highlighted that we were working on a special plan to support our employees in both countries. Things have not changed. The company continues to monitor the situation. We are ofcoarse in ongoing touch with our teams in Russia and in Ukraine, it's over 10,000 employees between the 2 countries. We continue to support them. We continue to reach out to them. Of course, there are different interest groups that are affected by the situation. There's no doubt about that. And we are exploring different alternatives. At this point in time and because no decisions have been taken regarding a change in our position apart from monitoring the situation and helping our employees, you can understand. I'm sure that I have no more information that I could share with all of your good sales. We are all of us concerned, as you can imagine, and we are going to continue to monitor, keep track very closely of events in order to be able to implement whatever decisions might best serve our interest in those 2 markets. And thank you, sir, for your question. Please, for the record, no further requests have been received. No requests to take the floor. No requests for clarifications have been received from shareholders or proxy holders. Thank you.

Thank you. Now the definitive quorum, which has been closed and which will be included with the official documents. It is as follows: Among the list, this is what we see. 355 shareholders holding an aggregate number of 17,149,950 shares, which represent a nominal value of EUR 514.498.5 and represent 0.550% of the share capital are present. Of these, 312 shareholders 16,748,825 shares represent 0.537% of the share capital, have cast absentee both by post or electronically ahead of the meeting. And 3,043 shareholders represented holding an aggregate number of [ 2.728.021.0 1.090 ] shares, which represent a nominal value of [ EUR 81.840.632,70 ] and represent [ 87.531% ] of the share capital attend by proxy. Consequently, as we said before, with regards to the shares, there are a total of 3,398 shareholders present who hold 2.745.171.040 shares, which represent a nominal note of EUR [ 82.355.131,20 ] and EUR [ 88.081 ] of the share capital with the right to vote. And therefore, on behalf of the Chair, this is, in fact, an Annual General Meeting, which can be held. This is the first call. And in accordance with current legislation, all of those present will be declared as present, those who have issued their votes via remote.

Now, we will see what the proposals are regarding the items as described and which will be described now by the Secretary. In order to avoid excessive inflections and in accordance with those points that are included in our agenda, we will believe that once the result is approved, it will be with a sufficient number of shares present submitted by shareholders or proxy holders as received I repeat via post or electronically. And we remind all shareholders and their proxy holders that these services have been available to them as of 23 June 2022. As to abstentions, please inform the notaring that attendees present and those that have been sent via the electronic attendance platform. And whose presence here will be reflected duly in the official records. So if a shareholder wishes to vote against or abstain we would request that they please approach the table at which the notary is set and ensure that the platform is used in order to ensure that it be included in the records. And if any shareholder leaves the meeting and wishes for that absence to be taken good note of, they must so advise the notary. And those shareholders or representatives and who wish to leave the room and [indiscernible] should also use the electronic attendance platform made available to them with that purpose.

Very good. We are now going to see what the reading is of the different points. We remind all shareholders these agreements as set forth by the Board and their corresponding reports and all information and addressing the issue of corporate governance have been available uninterruptedly on the web as of the publication of the notice of the Annual General Meeting on June 9. And likewise, a copy of the above referred documentation has been made today available to shareholders and proxy holders present in the auditorium and hand it to the notary be made a part of the notarial record or instrument. Shareholders and proxy holders attending the meeting electronically may tender their vote on the proposed resolutions regarding agenda items using the platform made available for such purposes on the corporate website the commencement of the Annual General Meeting and until the close of the voting time for the proposed resolutions is announced, which is to say after the last agenda item has been read out. In agreement with Article 23.3 of the General Meeting of Shareholders regulations, the Secretary meet note read out in advance the full text of the proposed resolutions as they have been available to shareholders and the company's website as of the date, the notice calling to the Annual General Meeting was posted. Therefore, and to facilitate proceedings, I will now read out an abridged version of the proposed resolutions submitted to shareholders at this Annual General Meeting. Agenda Item 1. The following is proposed to receive the annual accounts, balance sheet, income statement, statement of changes in equity, statement of cash flows on varied as well as Inditex director's report for the year ended in January 31, 2022. As stated by the Board of Directors in agreement with electronic format and labeling requirements. And is also proposed under this very same agenda item to this chart in the Texas Board of Directors from liability in financial year 2021. So agenda item #1 is approved with a favorable vote cast by a working majority. Agenda item 2, the following is proposed to receive the consolidated annual accounts consolidated balance sheet, consolidated income statement, consolidated statement for comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated account that except for the nonfinancial information, which will be subject to approval under agenda item 3. For financial year ending on January 31, 2022, as stated by the Board of Directors in agreement with electronic format and labeling requirements. This second item of today's agenda is also approved with the vote cast by a working majority. Agenda item 3. The following is proposed to approve the statement of nonfinancial information for the financial year 2022, which closed on January 31 and is part of the consolidated director's report of the Inditex Group for said year. Agenda item 3 is also approved with a favorable vote of a working majority. Agenda Item 4. The proposed attribution of the year's income during fiscal year 2021 is EUR 1.472 billion submitted to shareholders as follows: voluntary reserves, EUR 24 million dividends, EUR 1.44 billion. Likewise, it is proposed to approve the distribution and payout of dividends with a maximum amount to be paid out for a fixed dividend of EUR 0.93 gross per share with an ordinary dividend of EUR 0.63 per share and a bonus dividend of EUR 0.3 per share all outstanding shares for a total amount of EUR 2.89 billion, including the application of the fiscal year 2021 net income. Having paid the gross amount of EUR 0.465 per share on May 2, we now approved to pay an ordinary and extraordinary income of another EUR 0.465 gross per share, which is the amount that round up the total amount charged to the company and effective as of November 2, 2022. This Item 4 of the agenda is also approved with a favorable vote by the working majority. Agenda Item 5, the following is proposed to the shareholders at the Annual General Meeting. The ratification and election of Ms. Marta Ortega to the Board of Directors as a proprietary director. Under Section B, the ratification and election of Oscar Garcia Maceiras as a Board Director and as Executive Director under Section 3, the reelection of [ Ms. Polarizers ] to the Board of directors as a nonexecutive independent Director and under Section D, the reelection of Rodrigo Echenique Gordillo to the Board of Directors as nonexecutive independent Director. Each section of this agenda item is approved with a favorable vote cast by the working majority. Agenda item 6, the following is proposed to appoint Ernst and Young itself, E&Y as a new statutory auditor for the company in order to review the annual accounts and the director's report of the company as well as the consolidated annual accounts for fiscal year 2022 and 2023 and 2024. This Item 6 on the agenda is also approved with a favorable vote cast by working majority. Agenda item 7. The following is proposed to approve the novation of the former Executive Chairman's post-contractual noncompete agreement pursuant to the terms of the comprehensive draft proposal. Item 7 is also approved with a favorable vote cast by the working majority. Agenda item 4, the following is proposed to approve the amendment to the directors' remuneration policy for Inditex directors during the fiscal years 2021, 2022 and 2023. Such amendments will be effective in 2022 and until the expiry of the current remuneration policy pursuant to the terms of the substantiated proposal and the explanatory report issued by the Remuneration Committee. Item 8 of the agenda is also approved with a favorable vote cast by working majority. Agenda item 9. The following is proposed to approve the annual report of remuneration of Directors for Inditex for tax year 2021. Agenda Item 9 is approved with the vote cast by a working majority. Agenda item 10, it is proposed to delegate to the Board of Directors expressly empowering it to be substituted by the Executive Committee of any faculties in power for the correction development and implementation of each and every resolution passed at this annual meeting. Specifically, it is proposed to authorize the CEO and to grant a special power of attorney to the Secretary of the Board so that either of them may jointly and severally do perform all acts and things as may be required to implement the resolutions passed today and to record them with the company's register. Agenda Item 10 is approved with a favorable vote cast by working majority. Agenda item 11 pursuant to the provisions established in Section 528 of the corporate act, shareholders and the AGM are hereby informed that the Board of Directors resolved in the meeting held on May 12, 2022, following a favorable report of the Audit and Compliance Committee to approve the amendment to the current Board of Board of Directors regulations pursuant to the terms addressed in the explanatory report drawn up by the Board of Directors on the matter and consequence. All resolutions have been passed with a favorable vote of the working majority of shares present and represented with the votes against the blank vote and withheld votes resulting from admission cards and proxy and absentee voting by those recorded before the notary public by shareholders and proxy holder present in the auditorium and by the votes cast remotely by shareholders and proxy holders attending remotely. The final results of the voting with all requirements in complying with all requirements and the law will be duly recorded in this AGM minute that Mr. Cantero will take. Likewise, pursuant to section 525 of corporate law, full voting results will be posted on the on the corporate website within 5 days following this AGM. Madam chair?

Thank you, Mr. CEO, Mr. Secretary. Having concluded this Annual General Meeting, I declare this meeting closed and adjourned. Thank you very much for your attendance and support on behalf of the Board and myself, I wish you a good day. Thank you once more for your attendance, and we expect to see you again next year. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]