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FINANCIAL STATEMENTS AND MANAGEMENT. ANNUAL CORPORATE GOVERNANCE REPORT. BALANCE SHEETS 2012
x) Authorization, following a favourable report of the Audit and Compliance Committee, of the related-party
transactions that Mediaset España Comunicación, S.A. may perform with directors or persons related to
the directors or to significant shareholders, except for those which fulfil the following conditions: (i) they
are applied en masse to a group of customers and in accordance with standard terms and conditions, (ii)
they are performed at prices established in general terms by the supplier of the service or on an arm’s
length basis, (iii) the related amount does not exceed 1% of Mediaset España Comunicación’s annual
revenue.The directors affected by related-party transactions which, due to the nature thereof, are subject
to vote by the Board of Directors, shall not attend the meeting and may not vote or delegate their vote.
y) Any other matters that the Board of Directors Regulations reserve for handling by the Board in full.
The powers reserved for the Board of Directors, except those that legally or statutorily cannot be delegated, are vested
in the Executive Committee and the two chief executive officers, PaoloVasile and Giuseppe Tringali.
B. Section 9 of the in-house Code of Conduct of Mediaset España Comunicación, S.A. and
its Group governing its dealings in the securities markets sets out the rules applicable to
transactions in treasury shares, specifically providing the following:
9.1. Definition of treasury share transactions falling under the remit of the securities market code of conduct
Transactions with treasury shares shall be deemed to be those engaged in with shares issued by Telecinco
Group companies and derivative instruments whose underlying is the aforementioned shares.
These transactions may be undertaken:
a) Directly by the Company or by other Telecinco Group companies.
b) Indirectly, through third parties with an explicit or implicit mandate.
c) By third parties without a mandate but acting to the same end.
9.2. Policy on treasury shares
Within the scope of the authorization given at the General Meeting, the Company’s Board of Directors shall be
responsible for drawing up specific plans for the acquisition or disposal of treasury shares.
9.3. General principles guiding trading in treasury shares
Trading in treasury shares shall conform to the following principles:
9.3.1. Compliance with regulations
All Affected Persons are obliged to know and comply with the applicable internal regulations and
procedures.
9.3.2. Purpose
The overriding objective of trading in treasury shares is to provide investors with the adequate
market liquidity and depth for its securities, and to minimise any possible temporary imbalances arising
between market demand and supply. Under no circumstances shall trading be engaged in with a view to
intervening in the free formation of prices.
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