Page 192 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
conditions of the antitrust authorities; and if necessary ruled by an independent expert or experts designated for that
purpose by the parties, or (ii) an agreement between the parties on the conditions imposed by competition authorities.
Therefore, until Mediaset España Comunicación, S.A. 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 Rights”). If not, or if it is impossible to apply the Additional Corporate Rights, there would be,
among other things, the cancellation of the New Shares owned by Prisa TV, as indicated in the mentioned paragraph
5.2.3. (F.6) of the Pre-prospectus.
The following is the transcript of the, limited to pledges of non-availability of shares to PrisaTV, clause 4.4 of the Option
Agreement:
4.4. Prohibition of disposal of New Shares and Participation Mediaset España
Comunicación, S.A.
Prisa Televisión, S.A. agrees not to offer, sell, convey any title, neither directly nor indirectly to place any liens and
encumbrances on, the New Mediaset España Comunicación’s Shares, until the effect of this Clause 4 will be
extinguished, all without prejudice to the events arising from the Pledge and NAT Pledge and other security
referred to in paragraph (i) of Clause 4.6 below. Accordingly, clause 13.2 of the Integration Agreement shall be
void. Accordingly, clause 13.2 of the Integration Agreement shall be void.
RULES GOVERNINGTHE APPOINTMENT AND REPLACEMENT OF
DIRECTORS ANDTHE AMENDMENT OF THE COMPANY´S BYLAWS
A. Appointment and removal of directors.
Article 41 of the Company bylaws:
1. Directors shall be appointed pursuant to a resolution of the shareholders at the General Meeting, adopted in
accordance with the requirements of article 102 of the Spanish Corporation Law.
2. Notwithstanding the foregoing, the designation of directors through the proportional system referred to in article
137 of the Spanish Corporation Law is duly safeguarded.
3. In the event of a vacancy during the term for which the directors were appointed, the Board may co-opt a shareholder
to occupy the position until the earliest General Meeting.
Article 54 of the Company bylaws:
1. Directors shall be appointed for a period of five years and may be re-elected for one or more subsequent terms
of equal length.The appointment shall lapse at the end of the term once the subsequent General Meeting has been
held or at the end of the legal term established for calling the Annual General Meeting.
2. The appointment of directors designated by cooptation shall be deemed to have been made and the directors
shall exercise their functions up to and including the date of the next General Meeting, without prejudice to the
shareholders’ powers of ratification at the General Meeting.
3. Independent directors may exercise their functions for a maximum period of twelve (12) years and may not
be re-elected after such period except subject to a favourable report by the Appointments and Remuneration
Committee.