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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
Rights”). If not, or if it is impossible to apply the Additional Corporate Rights, there would be, among other things, the
cancellation of the New Shares owned by Prisa TV, as indicated in the mentioned paragraph 5.2.3. (F.6) of the Pre-
prospectus.
The following is the transcript of the, limited to pledges of non-availability of shares to Prisa TV (formerly Sogecable),
clause 4.4 of the Option Agreement:
4.4. Prohibition of disposal of New Shares and Participation Telecinco
SOGECABLE agrees not to offer, sell, convey any title, neither directly nor indirectly to place any liens and encumbrances on,
the New Telecinco’s Shares, until the effect of this Clause 4 will be extinguished, all without prejudice to the events arising
from the Pledge and NAT Pledge and other security referred to in paragraph (i) of Clause 4.6 below.Accordingly, clause 13.2
of the Integration Agreement shall be void. Accordingly, clause 13.2 of the Integration Agreement shall be void.
RULES GOVERNINGTHE APPOINTMENT AND REPLACEMENT OF DIRECTORS ANDTHE
AMENDMENT OF THE COMPANY´S BYLAWS
A.Appointment and removal of directors.
Article 41 of the Company bylaws:
1.
Directors shall be appointed pursuant to a resolution of the shareholders at the General Meeting, adopted in
accordance with the requirements of article 102 of the Spanish Corporation Law.
2.
Notwithstanding the foregoing, the designation of directors through the propor tional system referred to in ar ticle
137 of the Spanish Corporation Law is duly safeguarded.
3.
In the event of a vacancy during the term for which the directors were appointed, the Board may co-opt a
shareholder to occupy the position until the earliest General Meeting.
Article 54 of the Company bylaws:
1.
Directors shall be appointed for a period of five years and may be re-elected for one or more subsequent terms of
equal length.The appointment shall lapse at the end of the term once the subsequent General Meeting has been
held or at the end of the legal term established for calling the Annual General Meeting.
2.
The appointment of directors designated by cooptation shall be deemed to have been made and the directors
shall exercise their functions up to and including the date of the next General Meeting, without prejudice to the
shareholders’ powers of ratification at the General Meeting.
3.
Independent directors may exercise their functions for a maximum period of twelve (12) years and may not
be re-elected after such period except subject to a favourable repor t by the Appointments and Remuneration
Committee.
Article 55 - Removal of directors
1.
Directors shall cease to hold office when so determined at the General Meeting, when they notify the Company of
their resignation or decision to stand down or when the term for which they were appointed elapses. In the latter
case, the resignation shall be effective from the date of the earliest General Meeting.
2.
Directors shall tender their resignation to the Board of Directors and the Board shall accept their resignation
if deemed appropriate in the following situations: (a) when they reach the age of 70; (b) when they retire from
the executive positions to which their appointment as directors was associated; (c) when they are involved in
any applicable situations of incompatibility or prohibition; (d) when they have been seriously reprimanded by the