Page 191 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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FINANCIAL STATEMENTS AND MANAGEMENT. ANNUAL CORPORATE GOVERNANCE REPORT. BALANCE SHEETS 2012
1. Integration Contract
Subject to Clause 3.4 of the Integration Agreement and as described in the Prospectus dated November 18, 2010, Prisa
TV (formerly Sogecable) is entitled to appoint two of the eight members of the Board of Directors of Mediaset España
Comunicación, S.A. and will be entitled to appoint one director for as long as it holds a minimum of 5% of Mediaset
España Comunicación’s share capital. In addition, whilst Prisa TV holds 10% of Mediaset España Comunicación’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) Mediaset España Comunicación, S.A. Government
Following the integration, when it becomes effective, Prisa Televisión, S.A. will have a proportional representation
on the board of Mediaset España Comunicación, S.A. and in particular, the following rights in relation to corporate
governance of Mediaset España Comunicación, S.A.:
(i) Prisa Televisión, S.A. has the right to appoint two of the 15 members that make up the Board of Directors
of Mediaset España Comunicación, S.A. (and without prejudice to said right of Prisa Televisión, S.A., the
directors appointed by Mediaset España Comunicación, S.A. will be reduced to eight);
(ii) the rules of proportional representation will be taken into account for purposes of giving rights to appoint
directors of Prisa Televisión, S.A. if a change occurs in (a) the total number of board members specified in
paragraph (i) above, or (b) the participation of PrisaTelevisión, S.A. in Mediaset España Comunicación, S.A.;
all without prejudice to the right granted to Prisa Televisión, S.A. under the following paragraph;
(iii) the extent to which Prisa Televisión, S.A. maintains a share of at least 5% of the share capital of Mediaset
España Comunicación, S.A., Prisa Televisión, S.A. has the right to retain one board member, and
(iv) while Prisa Televisión, S.A. has an ownership interest in more than 10% of the share capital of Mediaset
España Comunicación, S.A., Prisa Televisión, S.A. has the right to appoint, among its representatives on the
board of Mediaset España Comunicación, S.A.,
• 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 has committed to the
Company not to transfer the New Mediaset España Comunicación’s shares subscribed in exchange of the contribution
of Sociedad General de Televisión Cuatro, SAU (representing 17.336% of the Mediaset España Comunicación’s share
capital after the adjustment contractually agreed in the deal), shares that, for this purpose, have been pledged in favour
of Mediaset España Comunicación, S.A.
This commitment will remain in effect until March 28, 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
November 18, 2010 (the “Preprospectus”), until it gets: (i) the unconditional authorization or subject to no substantial