Page 98 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
A final first-line goal is to maintain a solid financial and equity position (while remaining virtually debt-free), thereby
making it possible to objectively and independently consider operational and business opportunities as they arise within
the context of the current ever-changing environment, while bolstering the Company’s competitive edge in the face of
the high financial leverage which affects the majority of the companies competing in its sector.
RESTRICTIONS ONVOTING RIGHTS
There are no legal or bylaw stipulated restrictions on exercising voting rights. Each share carries one vote.
SHAREHOLDER AGREEMENTS
Shareholder agreements in force are those included in the “Significant Event” notice filed by the Company with the
National Securities Exchange Commission (CNMV) on February 8, 2011, reproduced below:
Through this communication we inform of the clauses restricting the transfer of shares or relating to the exercise of
the right to vote at the General Meetings that are included in the Integration Agreement and the Option Agreement
entered into between Mediaset España Comunicación, S.A., Prisa Televisión, S.A.U. (“Prisa Televisión”), and Promotora
de Informaciones, S.A. (“Prisa”), as listed and described in Mediaset España Comunicación, S.A. Prospectus approved and
registered by the National Securities Market dated November 18, 2010 and January 25, 2011 (the “Prospectus):
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 members of the Board of Directors of Mediaset España
Comunicación, S.A. (at the same time as Mediaset España Comunicación, S.A. will have 8) and will be entitled to appoint
one director for as long as it holds a minimum of 5% of the 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-executive Vice-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 representa-
tion 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) PrisaTelevisión, 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 the 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 to of Prisa Televisión, S.A. (a) if a change in the total number of board members
specified in paragraph (i) above, or (b) if occurs a change in the participation of Prisa Televisión, 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 PrisaTelevisión, 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