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208

MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES

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.

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.