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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
a turbulent global economic
time.Weexpect and hope that these thorny issues be resolved as soon as possible, and
that we can continue on the road to growth without encountering any further bumpy patches.
As regards free-to-air television, we expect that the process of consolidation and normalization in our sector during
recent years, in which our Group was a pioneer, to continue apace, most notably now, when as mentioned previously, a
stable environment in which six new channels were assigned in the past year.
We expect the advertising cycle to continue apace on the back of the underlying economic growth; in this context, the
recovery of advertising sales prices which were seriously affected during the crisis, will continue as a priority.
Available data on TV consumption and its share of the total advertising income pie indicate that after the economic
recovery is consolidated,TV advertising revenues will not have suffered from the arrival of new platforms which involve
television operators such as ourselves.
Within this context of the concentration and consolidation of operators, the Group’s business strategy will be focused
on how to maintain its strong lead, in both terms of audience as well as advertising market, while being fully-adapted to
the environment which affects income generation as well as its cost structure, in order to facilitate the growth of our
margins and cash flows taking advantage of the financial leverage which is consubstantial in our sector.
As far as its programming lineup is concerned, the Company will continue to support genres which have traditionally been
popular, thereby making it the indisputable leader of the market; it will also continue with its strategy of diversification,
focusing on the different audience to which the family of channels is tailored (which in 2016, will include another
member) to gain a better rapport with the audience and serve as a more effective way to present ourselves to our
clients.
A final first-line goal is to maintain a solid financial and equity position (while remaining debt-free and with positive cash-
flow), thereby making it possible to objectively and independently consider operational and business opportunities as
they arise within the context of the current ever-changing environment, while bolstering the Group’s competitive edge
in the face of the high financial leverage which affects the majority of the companies competing in its sector.
Also, once our sector’s economic situation seems more normalized, we will maintain our shareholder remuneration
policies based on distribution (using the different measures at our disposal, dividends, the purchase of treasury shares,
and others) of surplus cash. It is also important to recall that we are currently in the abovementioned process of
complying with the share buyback plan as an effective way to remunerate our shareholders.
RULES GOVERNINGTHE APPOINTMENT AND REPLACEMENT OF
DIRECTORS ANDTHE AMENDMENT OF THE COMPANY´S BYLAWS
A. Appointment and removal of directors.
Article 41 of the Company bylaws:
1. Directors shall be appointed pursuant to a resolution of the shareholders at the General Meeting, adopted in
accordance with the requirements of article 102 of the Spanish Corporation Law.
2. Notwithstanding the foregoing, the designation of directors through the proportional system referred to in article
137 of the Spanish Corporation Law is duly safeguarded.
3. In the event of a vacancy during the term for which the directors were appointed, the Board may co-opt a
shareholder to occupy the position until the earliest General Meeting.