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2. Option Agreement

Pursuant to clause 4, 4 of the Option Agreement and as described in the Prospectus, Prisa TV (formerly Sogecable) has committed to the Company not to transfer the New Telecinco’s Shares subscribed in exchange of the contribution of Sociedad General de Televisión Cuatro, SAU (representing 17,336% of the Telecinco’s share capital after the adjustment contractually agreed in the deal), shares that, for this purpose, have been pledged in favour of Telecinco.

This commitment will remain in efect until March 28, 2012 or, if the option is exercised as per the Option Agreement, as set out in paragraph 5,2,3, (F,6) of the Registration Document of the Pre-Prospectus approved and registered as of November 18, 2010 (the “Preprospectus”), until it gets: (i) the unconditional authorization or subject to no substantial conditions of the antitrust authorities; and if necessary ruled by an independent expert or experts designated for that purpose by the parties, or (ii) an agreement between the parties on the conditions imposed by competition authorities, Therefore, until Telecinco will not make efective the additional corporate rights granted by the sale agreement and shareholders agreement in Digital+ as described in paragraph 5,2,3 of the Pre-prospectus (the “Additional Corporate Rights”), If not, or if it is impossible to apply the Additional Corporate Rights, there would be, among other things, the cancellation of the New Shares owned by Prisa TV, as indicated in the mentioned paragraph 5,2,3, (F,6) of the Pre-prospectus.

The following is the transcript of the, limited to pledges of non-availability of shares to Prisa TV (formerly Sogecable), clause 4, 4 of the Option Agreement:

4.4. Prohibition of disposal of New Shares and Participation Telecinco

SOGECABLE agrees not to ofer, sell, convey any title, neither directly nor indirectly to place any liens and encumbrances on, the New Telecinco’s Shares, until the efect of this Clause 4 will be extinguished, all without prejudice to the events arising from the Pledge and NAT Pledge and other security referred to in paragraph (i) of Clause 4,6 below, Accordingly, clause 13,2 of the Integration Agreement shall be void, Accordingly, clause 13,2 of the Integration Agreement shall be void.

Rules governing the appointment and replacement of directors and the 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.

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Gestevisión Telecinco, S.A. AND SUBSIDIARIES