Page 114 - 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)
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 frombuying 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 options 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.
9.5. Designation and functions of the department responsible for the management of treasury shares
The Management Control Department shall be responsible for managing treasury shares.
9.5.1. Special duty of confidentiality
The persons that form part of the Management Control Department assume special confidentiality
commitments with respect to treasury share strategy and trading.
9.5.2. Duties
The Department shall be responsible for:
a) Managing the treasury shares in accordance with the general principles established in the Code of
Conduct and those determined by the Telecinco Group’s managing bodies.