Page 99 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT. 2012
(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 in
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 favor 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
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.
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.