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26

DIRECTORS

When executive or internal directors are hired,

indemnity clauses may be stipulated, applicable only

during the first two years in which the contract is in

force and only in the event of a unilateral termination by

the company.

The maximum limit of the amount of this indemnity

payment will be one year's salary.

Indemnity clauses may also be stipulated in the event of

a change in the group's controlling shareholder, with a

maximum indemnity payment equivalent to an annual

payment of the director's full remuneration, including

the variable and fixed component.

EXECUTIVES

This type of clause is not common.

In certain exceptional cases, following individual

negotiation and motivated by the special interest the

business might have in contracting a specific

professional, a special compensation regime may be

established, that can be temporary or permanent, and in

which the particular circumstances of this contract and

its future termination are taken into account.

The general rule is that under no circumstance would a

takeover bid itself be grounds for the termination of an

employment contract or the payment of indemnity.

EMPLOYEES

Indicate whether these contracts must be disclosed and/or approved by the company or

group bodies:

Board of Directors

Shareholders’

Meeting

Body authorising the clauses

X

YES

NO

Was the Shareholders’ Meeting informed of the

clauses?

X

C.2

Board of Directors' Committees

C.2.1

Detail all the Board of Directors' committees, their members and the proportion of

significant-shareholder appointed and independent directors integrating them:

EXECUTIVE COMMITTEE

Name

Position

Type

Mr. José Manuel Lara Bosch

Chairman

Executive

Mr. Silvio González Moreno

Director

Executive

Mr. Maurizio Carlotti

Director

Executive

Imagina Media Audiovisual, S.L. Director

Significant-shareholder

appointed

Mr. Nicolás de Tavernost

Director

Significant-shareholder

appointed

Mr. Marco Drago

Director

Significant-shareholder

appointed

% of executive directors

50

% of significant-shareholder appointed

directors

50

% of independent directors

0

% of other non-executive directors

0