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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
SHAREHOLDER AGREEMENTS
Shareholder agreements in force are those included in “Significant Event” notices filed by the Company with the National
Securities Exchange Commission (CNMV) on 8 February 2011, as follows:
Through this communication we inform of the clauses restricting the transfer of shares or relating to the exercise of
the right to vote at the General Meetings that are included in the Integration Agreement and the Option Agreement
entered into between Mediaset España, TV Prisa, SAU (“Prisa TV”) and Promotora de Informaciones, SA (“Prisa”), as
listed and described in Mediaset Prospectus approved and registered by the National Securities Market dated 18
November 2010 and 25 January 2011 (the “Prospectus):
1. Integration Contract
Subject to Clause 3,4 of the Integration Agreement and as described in the Prospectus dated 18 November 2010, Prisa
TV (formerly Sogecable) is entitled to appoint two members of the Board of Directors of Mediaset (at the same time
as Mediaset will have 8) and will be entitled to appoint one director for as long as it holds a minimum of 5% of the
Mediaset’s share capital. In addition, whilst Prisa TV holds 10% of Mediaset’s share capital, it will be entitled to appoint,
among the directors it has appointed, a non-executiveVice-president, a member of the Executive Committee, a member
of the Audit and Control Committee and a member of the Remuneration and Nomination Committee, Mediaset S.p.A
has expressed its agreement with the contents of the indicated clause.
The following is the transcription of the clause 3.4 of the Integration Agreement:
3.4. Mediaset Government
Following the integration, when it becomes effective, Sogecable will have a propor tional representation on the board
of Mediaset España, and in par ticular, the following rights in relation to corporate governance of Mediaset España
Comunicación:
(i)
Sogecable has the right to appoint two of the 15 members that make up the Board of Directors of Mediaset
España Comunicación (and without prejudice to the said right of Sogecable, the directors appointed by Mediaset
will be reduced to eight);
(ii)
the rules of propor tional representation will be taken into account for purposes of giving rights to appoint
directors to Sogecable (a) if a change in the total number of board members specified in paragraph (i) above,
or (b) if occurs a change in the par ticipation of Sogecable in Mediaset España; all without prejudice to the right
granted to Sogecable under the following paragraph;
(iii)
the extent to which Sogecable maintains a share of at least 5% of the share capital of Mediaset España, Sogecable
has the right to retain one board member, and
(iv)
while Sogecable has an ownership interest in more than 10% of the share capital of Mediaset España, Sogecable
has the right to appoint, among its representatives in the board of Mediaset España,
• a non-executive vice president;
• a member of the executive committee;
• a member of the audit and control, and
• a member of the remuneration and nomination committee.”