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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
9.3.9.Amendment
In the event of the urgent need to protect the interests of the Mediaset Group and its shareholders,
the chief executive officer or the director of regulatory compliance may agree to temporarily amend or
suspend the application of the foregoing regulations, of which the Board of Directors and the CNMV shall
be informed.
9.4. Stock option plans
Notwithstanding the foregoing, the rules established in ar ticles 9,1 to 9,3 of the Code shall not apply with respect
to the acquisition of treasury shares to be subsequently granted to the beneficiaries of the Company’s stock
option plans approved by the Board of Directors or to the other trading in treasury shares entered into by the
Company within the framework of a share buyback program.The aforementioned transactions shall be executed
taking into account the par ticular characteristics thereof, the manner and the specific features established by
the Board of Directors when approving the plans, which shall comply with the conditions established in the
regulations implementing article 81,4 of the Securities Market Law.
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9.5. Designation and functions of the department responsible for the management
of treasury shares
The Management Control Department shall be responsible for managing treasury shares.
9.5.1. Special duty of confidentiality
The persons that form par t of the Management Control Depar tment assume special confidentiality
commitments with respect to treasury share strategy and trading.
9.5.2. Duties
The Depar tment shall be responsible for :
a) Managing the treasury shares in accordance with the general principles established in the Code of Conduct
and those determined by the Mediaset Group’s managing bodies.
b) Overseeing the performance of the Mediaset ’s shares and informing the director of regulatory compliance
of any significant changes in the share price which cannot reasonably be attributed to market movements.
c) Keeping a record of all treasury share trades ordered and executed for consultation by the director of
regulatory compliance, the Board of Directors or any other persons designated by the Board.
d) Establishing relationships with any supervisory bodies as necessary to correctly comply with the provisions
of this Code.
e) Preparing a report on the Department’s activities quarterly or whenever so required,
f) Notifying the director of regulatory compliance of any significant incident arising from the management of
the treasury shares.