Page 109 - MEDIASET ESPAÑA / 2013. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
MANAGEMENT REPORT FOR THEYEAR ENDED DECEMBER 31, 2013
(Thousands of euros)
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 inTelecinco 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 of the eight members of the Board of Directors of Mediaset and
will be entitled to appoint one director for as long as it holds a minimum of 5% of Mediaset’s share capital. In addition,
whilst PrisaTV holds 10% ofTelecinco’s share capital, it will be entitled to appoint, among the directors it has appointed, a
non-executiveVice-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.) Telecinco Government
Following the integration, when it becomes effective, Sogecable will have a proportional representation on the
board of Mediaset España and in particular, the following rights in relation to corporate governance of Telecinco:
(i) Sogecable has the right to appoint two of the 15 members that make up the Board of Directors of
Mediaset (and without prejudice to said right of Prisa Televisión, the directors appointed by Mediaset will
be reduced to eight);
(ii) the rules of proportional representation will be taken into account for purposes of giving rights to appoint
directors of Prisa Televisión if a change occurs in (a) the total number of board members specified in
paragraph (i) above, or (b) the participation of Sogecable in Telecinco; all without prejudice to the right
granted to Sogecable under the following paragraph;
(iii) the extent to which Sogecable maintains a share of at least 5% of the share capital of Mediaset España, Prisa
Televisión has the right to retain one board member, and
(iv) while Sogecable has an ownership interest in more than 10% of the share capital of Mediaset España, Prisa
Televisión has the right to appoint, among its representatives on the board of Mediaset España,
• 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”.