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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
2. Option Agreement
Pursuant to clause 4, 4 of the Option Agreement and as described in the Prospectus, PrisaTV (formerly Sogecable) has
committed to the Company not to transfer the New Mediaset España Comunicación’s Shares subscribed in exchange of
the contribution of Sociedad General de Televisión Cuatro, SAU (representing 17,336% of the Mediaset España’s share
capital after the adjustment contractually agreed in the deal), shares that, for this purpose, have been pledged in favour
of Mediaset España Comunicación.
This commitment will remain in effect until March 28, 2012 or, if the option is exercised as per the Option Agreement,
as set out in paragraph 5,2,3, (F,6) of the Registration Document of the Pre-Prospectus approved and registered as of
November 18, 2010 (the “Preprospectus”), until it gets: (i) the unconditional authorization or subject to no substantial
conditions of the antitrust authorities; and if necessary ruled by an independent exper t or exper ts designated for that
purpose by the par ties, or (ii) an agreement between the par ties on the conditions imposed by competition authorities.
Therefore, until Mediaset España Comunicación will not make effective the additional corporate rights granted by the
sale agreement and shareholders agreement in Digital+ as described in paragraph 5,2,3 of the Pre-prospectus (the
“Additional Corporate 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 Mediaset
SOGECABLE agrees not to offer, sell, convey any title, neither directly nor indirectly to place any liens and encumbrances
on, the New Mediaset España Comunicación’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 GOVERNING THE 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.