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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
POWERS OF DIRECTORS AND, SPECIFICALLY, POWERS TO ISSUE OR BUY
BACK SHARES
These powers are regulated firstly in the Company’s bylaws and secondly in the internal code of conduct.
A. Ar ticle 37 of the bylaws regulates management and supervisory powers as follows:
1. Except for matters reserved solely to General Meeting, the Board of Directors is the Company’s highest decision-
making body.
2. The Board of Directors has all the powers required to manage the Company. However, the management of the
Company’s ordinary business shall generally be entrusted to the steering committees and to the management
team and the Board of Directors shall focus on establishing the Company’s general strategy and exercising general
supervisory functions. In any case, decisions on the following matters are the exclusive reserve of the Board of
Directors and may not be delegated:
a) Authorization for issue of the financial statements, management report, and proposed distribution of profit, and
the consolidated financial statements and Group management report.
b) Appointment of directors by co-optation and proposals to the General Meeting for the appointment, ratification,
re-election, or removal of directors.
c) Designation and re-election of internal positions on the Board of Directors and members of committees.
d) Establishment of the remuneration of the members of the Board of Directors, to be proposed by theAppointments
and Remuneration Committee.
e) Payment of interim dividends.
f) Announcements relating to any takeover bids launched for the securities issued by the Company.
g) Approval and amendment of the Board of Directors’ Regulations governing internal organization and functions.
h) Authorization for issuance of the annual Corporate Governance Report.
i) Exercise of the powers delegated by the shareholders in general meeting when powers of substitution have not
been established and the performance of any duties entrusted by the shareholders in general meeting.
j) Conclusion of any agreement or establishment of any legal relationship between the Company and any
shareholders (or companies belonging to the same group as the shareholder) with ownership interests of over
five per cent and of an amount in excess of 13,000,000 euros.
k) Conclusion of any agreement or establishment of any legal relationship between the Company and any third
party valued at over 80,000,000 euros.
l) Approval of annual budgets and, if applicable, strategic plans.
m) Oversight of investing and financing policy.
n) Oversight of the shareholder structure of the Mediaset España Group.
o) Approval of corporate governance policy
p) Oversight of corporate social responsibility policy.