104
MEDIASET ESPAÑA COMUNICACIÓN, S.A.
9.3.8. Restrictions
Trading in Company shares shall not be engaged in during processes related to public offerings, takeo-
ver bids, mergers or other similar corporate operations unless expressly provided for in the prospec-
tus for the transaction in question.The Company shall also refrain from trading in treasury shares
during the closed periods established in article 4.3.4 of the Code of Conduct.
9.3.9.Amendment
In the event of the urgent need to protect the interests of the Telecinco 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 articles 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 particular 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.
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 part of the Management Control Department assume special confidentiality commitments
with respect to treasury share strategy and trading.
9.5.2. Duties
The Department 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 Telecinco Group’s managing bodies.
b)
Overseeing the performance of the Telecinco’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.
1...,94,95,96,97,98,99,100,101,102,103 105,106,107,108,109,110,111,112,113,114,...201