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Powers of directors and, specifcally, powers to issue or buy back shares

These powers are regulated frstly in the Company’s bylaws and secondly in the internal code of conduct.

A. Article 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) Authorisation for issue of the fnancial statements, management report and proposed distribution of proft and the consolidated fnancial statements and Group management report.

b) Appointment of directors by co-optation and proposals to the General Meeting for the appointment, ratifcation, 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 the Appointments 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 organisation and functions.

h) Authorisation 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 fve per cent and of an amount in excess of EUR 13,000,000.

k) Conclusion of any agreement or establishment of any legal relationship between the Company and any third party valued at over EUR 80,000,000.

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Gestevisión Telecinco, S.A. AND SUBSIDIARIES