5
while granting the Board of Directors the powers necessary to execute the resolutions reached by
theGSM in this regard.
The following system is established for theacquisitionof own shares:
−
The par value of the acquired shares, which will be added to those already owned by the
Companyand its subsidiaries, shouldnot exceed theauthorised legal limit at anygiven time.
−
The acquisition, including all the shares that the Company or anyone acting in its
representation may have previously acquired or held in a portfolio, should not cause the
Company's equity to be less than its share capital plus the restricted legal and by-law
reserves. For this purpose, equity is considered to be the amount deemed as such in
accordance with the criteria used to prepare the annual accounts, minus the profits
allocateddirectly to saidequity, plus theamount of uncalled share capital, and thepar value
and the sharepremiumof the subscribed share capital that isbeing recordedas a liability for
accountingpurposes.
−
The shares acquiredmust bepaid in full.
−
The acquisition price will neither be less than the par value nor exceed the quotedmarket
value by 20 per cent (20%), and the acquisition transactions must abide by the regulations
and customsof the stockmarkets.
It is expresslyauthorised that the shares acquiredby theCompanyor its subsidiaries by virtueof this
authorisation may be allocated, wholly or partially, for their delivery to beneficiaries of future
remuneration schemes, or that they are the consequence of the exercise of share options in favour
of Companyworkers, employees or directors.
The Board of Directors is empowered, in the broadest sense, to use the authorisation forming the
subject matter of this resolution and to fully execute and develop it. Furthermore, the Board of
Directors is authorised to delegate such powers to the Executive Committee, the Chief Executive
Officer or any other person expressly empowered by the Board in this respect and to the extent
consideredappropriate.
This authorisationwill be granted for five (5) years from the date onwhich it was approved at this
General Meeting, and any unexecuted authorisation granted to the Board of Directors by the
General Shareholders’Meetingheldon25March2009will havenoeffect.
A.10
Indicatewhether there are any restrictions on the transferability of securities and/or any restrictions
on voting rights. Inparticular, the existenceof any typeof restrictionswhichmayhinder the takingof
control of theCompany through theacquisitionof its shareson themarketwill benotified.
Yes No X
Descriptionof the restrictions
In the current Articles of Association there are no restrictions of this kind. However, article 36 on
Pluralism in the Television Audiovisual Market of the Audiovisual Media Law (Law 7/2010 of 31
March) stipulates:
1. Natural or legal persons may hold shares or voting rights simultaneously in different television
audiovisualmedia serviceproviders.
2. 2. However, nonatural or legal personmayacquire significant holdings inmore thanonenational
television audiovisual media service provider when the average audience of all the channels of the
national providers considered exceeds 27% of the total audience for the twelve consecutive
monthsprior to theacquisition.
3. 3. If the average audience exceeds 27% of the total audience after the acquisition of new
significant holdings, this shall havenoeffect on theholder.
4. 4. The shares or voting rights of natural or legal persons from countries that are notmembers of
the European Economic Area are subject to compliance with the principle of reciprocity. In the
event of an increase in the shares held by natural and legal persons from countries that are not
