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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
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 Telecinco (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
Telecinco’s share capital. In addition, whilst Prisa TV holds 10% of Telecinco’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) Telecinco Government
Following the integration, when it becomes effective, Sogecable will have a proportional representation on the board of
Telecinco, and in particular, the following rights in relation to corporate governance of Telecinco:
(i)
Sogecable has the right to appoint two of the 15 members that make up the Board of Directors of Telecinco (and
without prejudice to the said right of Sogecable, the directors appointed by Mediaset will be reduced to eight);
(ii)
the rules of proportional 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 participation of Sogecable in Telecinco; 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 Telecinco, 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 Telecinco, Sogecable has the
right to appoint, among its representatives in the board of Telecinco,
• 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.”
2. Option Agreement
Pursuant to clause 4.4 of the Option Agreement and as described in the Prospectus, Prisa TV (formerly Sogecable) has
committed to the Company not to transfer the NewTelecinco’s Shares subscribed in exchange of the contribution of
Sociedad General deTelevisión Cuatro, SAU (representing 17.336% of theTelecinco’s share capital after the adjustment
contractually agreed in the deal), shares that, for this purpose, have been pledged in favour of Telecinco.
This commitment will remain in effect until 28 March 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
18 November 2010 (the “Preprospectus”), until it gets: (i) the unconditional authorisation 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 Telecinco 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