Page 104 - eco_eng

This is a SEO version of eco_eng. Click here to view full version

« Previous Page Table of Contents Next Page »

9.3.8. Restrictions

Trading in Company shares shall not be engaged in during processes related to public oferings,

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 Telecinco Group and its

shareholders, the chief executive ofcer 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 benefciaries 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 specifc 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. Compromiso especial de confdencialidad

The persons that form part of the Management Control Department assume special confdentiality commitments with respect to treasury share strategy and trading.

9.5.2. Duties

a) Managing the treasury shares in accordance with the general principles established in the

Code of Conduct and those determined by the Telecinco Group’s managing bodies.

b) Overseeing the performance of the Telecinco’s shares and informing the director of

regulatory compliance of any signifcant changes in the share price which cannot reasonably be attributed to market movements.

104

GESTEVISION TELECINCO, S.A.

Page 104 - eco_eng

This is a SEO version of eco_eng. Click here to view full version

« Previous Page Table of Contents Next Page »