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CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED MANAGEMENT REPORT 2015
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.
9.5.2. Duties
The Department shall be responsible for:
a) Managing the treasury shares in accordance with the general principles established in the Code of Conduct and
those determined by the Mediaset España Group’s managing bodies.
b) Overseeing the performance of theTelecinco’s shares and informing the director of regulatory compliance of any
significant changes in the share price which cannot reasonably be attributed to market movements.
c) Keeping a record of all treasury share trades ordered and executed for consultation by the director of regulatory
compliance, the Board of Directors or any other persons designated by the Board.
d) Establishing relationships with any supervisory bodies as necessary to correctly comply with the provisions of this
Code.
e) Preparing a report on the Department’s activities quarterly or whenever so required.
f) Notifying the director of regulatory compliance of any significant incident arising from the management of the
treasury shares.