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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
9.3.3.Transparency
Transparency in dealings with the stock exchange supervisory and regulatory bodies in connection with
treasury share transactions shall be monitored.
9.3.4. Insider information
Under no circumstances may persons who have had access to insider information on the related
securities and instruments trade in treasury shares.
9.3.5. Neutrality in price formation
Intervention shall be neutral and under no circumstances may a dominant position be held in the market.
9.3.6. Brokerage
The Telecinco Group companies shall channel all trading in Company shares through a limited number of
market members. Prior to any trading the Company shall inform the CNMV in a confidential manner of
the designated member and also of any replacement thereof. In the event that a framework agreement is
executed with any market member governing treasury share dealing, a confidential copy thereof shall be
furnished to the CNMV and to the stock exchange governing bodies.
9.3.7. Counterparty
TheTelecinco Group companies shall refrain from buying or selling Company shares where the counterparty
is any of the following persons or entities: (i) Telecinco Group companies, (ii) the directors thereof, (iii)
their significant shareholders, or (iv) interposed persons of any of the above. Similarly, theTelecinco Group
companies may not simultaneously hold purchase and sale orders for Company shares.
9.3.8. Restrictions
Trading in Company shares shall not be engaged in during processes related to public offerings, takeover
bids, mergers or other similar corporate operations unless expressly provided for in the prospectus 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.
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