Inditex to Propose New Executive Incentive Plan at Shareholders Meeting

Inditex’s shareholders’ meeting is expected to approve next Tuesday, July 15, a long-term cash and stock incentive plan for members of the management team, including executive directors, and other employees of the group, who are invited to participate in the plan, up to a maximum of 750 beneficiaries.

Specifically, the plan consists of a combination of a multi-year cash bonus and a promise to deliver shares free of charge which, after a certain period of time has elapsed and the achievement of specific objectives has been verified, will be paid to the beneficiaries of the plan, in full or in the applicable percentage.

The maximum number of shares covered by the plan is 4.5 million common shares, representing 0.14% of the capital stock, and valued at 195.3 million euros based on current market prices. Of these, a maximum of 105,556 shares are intended for the CEO, Óscar García Maceiras.

This plan has a total duration of four years and is structured in two time cycles, each one independent of the other. Thus, the first cycle of the plan runs from February 1, 2025 to January 31, 2028, while the second cycle runs from February 1, 2026 to January 31, 2029.

Inditex will hold its general meeting next Tuesday, July 15

Likewise, the board has agreed to propose to the meeting the appointment of Roberto Cibeira Moreiras, CEO of Pontegadea, as a member of the board of directors, with the category of proprietary director. The Board of Directors of Inditex considers that Cibeira Moreiras has the appropriate skills, experience and merits to hold the position.

“In view of his training and extensive professional experience, it is considered that Cibeira is an expert in business management, having held top-level executive positions, among others, in strategic management and asset management, and with extensive experience in the management of the company’s assets.He also has extensive experience in the field of auditing and risk management and supervision, which gives him competence in financial control and supervision and in regulatory compliance, all with a critical vision,“ he says.

“His experience on the boards of directors of various companies, also from very different sectors and geographic markets, gives him knowledge of governance aspects and the dynamics of the governing bodies,“ adds the board of directors.

The appointment of Cibeira Moreiras is motivated by the fact that José Arnau, a trusted confidant of Amancio Ortega, will step down as vice-chairman of the Inditex group, a position he has held since June 2012, following the general shareholders’ meeting.

Likewise, Arnau, until now vice-chairman of Pontegadea, informed the company of his intention to retire on October 1, so he will cease to be a director after 24 years of his duties linked to the group. The executive will continue to occupy the executive vice-presidency of the Amancio Ortega Foundation and to advise the family. For his part, Cibeira has been assuming in recent months the executive functions that the current vice-president will leave, as reported by Pontegadea.

On the other hand, the shareholders’ meeting of the Spanish group will approve a dividend of €1.68 per share charged to the results of the 2024 financial year. This dividend is made up of two equal payments of €0.84 per share: the first was paid on May 2, 2025, and the second will be paid on November 3, 2025.