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FINANCIAL STATEMENTS AND MANAGEMENT REPORT 2015
9.3.6. Brokerage
The Mediaset España 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 Mediaset España 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, the Mediaset España 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 Mediaset España 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.
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.