Basic HTML Version
103
FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
B. Section 9 of the in-house Code of Conduct of Gestevisión Telecinco, S.A. and its Group governing
its dealings in the securities markets sets out the rules applicable to transactions in treasury shares,
specifically providing the following:
9.1. Definition of treasury share transactions falling under the remit of the securities market code of conduct
Transactions with treasury shares shall be deemed to be those engaged in with shares issued byTelecinco Group
companies and derivative instruments whose underlying is the aforementioned shares.
These transactions may be under taken:
a) Directly by the Company or by other Telecinco Group companies.
b) Indirectly, through third parties with an explicit or implicit mandate.
c) By third parties without a mandate but acting to the same end.
9.2. Policy on treasury shares
Within the scope of the authorisation given at the General Meeting, the Company’s Board of Directors shall be
responsible for drawing up specific plans for the acquisition or disposal of treasury shares.
9.3. General principles guiding trading in treasury shares
Trading in treasury shares shall conform to the following principles:
9.3.1. Compliance with regulations
All Affected Persons are obliged to know and comply with the applicable internal regulations and procedures.
9.3.2. Purpose
The overriding objective of trading in treasury shares is to provide investors with the adequate market
liquidity and depth for its securities and to minimise any possible temporary imbalances arising between
market demand and supply. Under no circumstances shall trading be engaged in with a view to intervening
in the free formation of prices.
9.3.3.Transparency
Transparency in dealings with the stock exchange supervisory and regulatory bodies in connection with
treasury share transactions shall be monitored.
9.3.4. Insider information
Under no circumstances may persons who have had access to insider information on the related securities
and instruments trade in treasury shares.
9.3.5. Neutrality in price formation
Intervention shall be neutral and under no circumstances may a dominant position be held in the market.
9.3.6. Brokerage
The Telecinco Group companies shall channel all trading in Company shares through a limited number of
market members. Prior to any trading the Company shall inform the CNMV in a confidential manner of