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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
r) Performance evaluation of the Company’s executive directors.
s) Monitoring, following a prior repor t of the Audit and Compliance Committee, of the risk control and
management policy and the internal information and control systems.
t) Approval of Company policy on treasury shares.
u) Staying abreast of the removal and appointment of senior executives and their contract terms.
v) Approval at the proposal of the Audit and Compliance Committee, of the financial information that the
Company must publish periodically.
w) Approval of the creation or acquisition of ownership interests in special-purpose entities or companies
domiciled in countries or territories considered to be tax havens and any transactions or operations of a
similar nature which, due to the complexity thereof, may adversely affect the Group’s transparency.
x) Authorisation, following a favourable repor t of the Audit and Compliance Committee, of the related-
par ty transactions that Mediaset may perform with directors or persons related to the directors or to
significant shareholders, except for those which fulfil the following conditions: (i) they are applied en masse
to a group of customers and in accordance with standard terms and conditions, (ii) they are performed at
prices established in general terms by the supplier of the service or on an arm’s length basis, (iii) the related
amount does not exceed 1% of Mediaset España Comunicación’s annual revenue.The directors affected by
related-party transactions which, due to the nature thereof, are subject to vote by the Board of Directors
shall not attend the meeting and may not vote or delegate their vote.
y) Any other matters that the Board of Directors Regulations reserve for handling by the Board in full.
The powers reserved for the Board of Directors, except those that legally or statutorily cannot be delegated, are vested
in the Executive Committee and the two chief executive officers, PaoloVasile and Giuseppe Tringali.
B. Section 9 of the in-house Code of Conduct of Mediaset España Comunicación,
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 by Mediaset Group
companies and derivative instruments whose underlying is the aforementioned shares.
These transactions may be under taken:
• Directly by the Company or by other Mediaset Group companies
• Indirectly, through third par ties with an explicit or implicit mandate.
• By third par ties without a mandate but acting to the same end.