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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
MANAGEMENT REPORT FOR THEYEAR ENDED DECEMBER 31, 2013
(Expressed in thousand of euros)
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
TheTelecinco 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
The Telecinco 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. Restriction
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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