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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
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 Mediaset 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
the designated member and also of any replacement thereof. In the event that a framework agreement is
executed with any market member governing treasury share dealing, a confidential copy thereof shall be
furnished to the CNMV and to the stock exchange governing bodies.
9.3.7. Counterparty
The Mediaset Group companies shall refrain from buying or selling Company shares where the counterpar ty
is any of the following persons or entities: (i) Mediaset Group companies, (ii) the directors thereof, (iii)
their significant shareholders, or (iv) interposed persons of any of the above. Similarly, the Mediaset Group
companies may not simultaneously hold purchase and sale orders for Company shares.
9.3.8. Restrictions
Trading in Company shares shall not be engaged in during processes related to public offerings, takeover
bids, mergers or other similar corporate operations unless expressly provided for in the prospectus for the
transaction in question. The Company shall also refrain from trading in treasury shares during the closed
periods established in ar ticle 4,3,4 of the Code of Conduct.