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106

MEDIASET ESPAÑA COMUNICACIÓN, S.A.

B. Section 9 of the in-house Code of Conduct of Mediaset España Comunicación,

S.A. and its Group governing its dealings in the securities markets sets out

the rules applicable to transactions in treasury shares, specifically providing

the following:

9.1. Definition of treasury share transactions falling under the remit of the securities market

code of conduct

Transactions with treasury shares shall be deemed to be those engaged in with shares issued by Telecinco

Group companies and derivative instruments whose underlying is the aforementioned shares.

These transactions may be undertaken:

a) Directly by the Company or by other Mediaset España Group companies.

b) Indirectly, through third parties with an explicit or implicit mandate.

c) By third parties without a mandate but acting to the same end.

9.2. Policy on treasury shares

Within the scope of the authorization given at the General Meeting, the Company’s Board of Directors

shall be responsible for drawing up specific plans for the acquisition or disposal of treasury shares.

9.3. General principles guiding trading in treasury shares

Trading in treasury shares shall conform to the following principles:

9.3.1. Compliance with regulations

All Affected Persons are obliged to know and comply with the applicable internal regulations and

procedures.

9.3.2. Purpose

The overriding objective of trading in treasury shares is to provide investors with the adequate

market liquidity and depth for its securities, and to minimize any possible temporary imbalances

arising between market demand and supply. Under no circumstances shall trading be engaged in with

a view to intervening in the free formation of prices.

9.3.3.Transparency

Transparency in dealings with the stock exchange supervisory and regulatory bodies in connection

with treasury share transactions shall be monitored.

9.3.4. Insider information

Under no circumstances may persons who have had access to insider information on the related

securities and instruments trade in treasury shares.

9.3.5. Neutrality in price formation

Intervention shall be neutral and under no circumstances may a dominant position be held in the

market.