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31

If no, explain the breakdown of the Executive Committee

The Executive Committee is formed by executive directors and by significant-

shareholder appointed directors:

The Chairman of the Board, executive director.

The two Deputy Chairmen, one executive director and another significant-

shareholder appointed director in representation of the significant shareholder

IMAGINA MEDIA AUDIOVISUAL, S.L. (with a direct and indirect investment of 8.65

%).

The CEO, who is an executive director.

A significant-shareholder appointed director of GRUPO PLANETA-DE AGOSTINI,

S.L., the largest shareholder with the largest stake (41.70%).

A significant-shareholder appointed non-executive director of the second most

significant shareholder (UFA FILM UND FERNSEH GMBH), which owns 19.17% of

the share capital.

The Secretary of the Executive Committee is the Secretary to the Board of Directors.

D

RELATED PARTY AND INTRA-GROUP TRANSACTIONS

D.1

Identify the competent body and explain, where appropriate, the procedure to approve related-

party and intra-group transactions.

Competent body to approve the related-party transactions

The Board of Directors, subject to a favourable report by the Audit and Control Committee.

Procedure to approve the related-party transactions

The Audit and Control Committee is responsible for reporting to the Board of Directors, prior

to the adoption by the latter of the respective decisions on related-party transactions, except

those performed under contracts whose conditions are standardised and which are applied

en masse to many customers and, furthermore, at prices or rates generally established by

whomever acts as supplier of the good or service in question, provided that its amount does

not exceed one per cent (1%) of the Company's annual income.

Explain whether the approval of related-party transactions has been delegated, indicating, where

appropriate, the body or persons to which it has been delegated.

No.

D.2

List the relevant transactions in terms of their amount or area between the company or its group

companies, and the company’s significant shareholders:

Name or

company name

of significant

shareholder

Name or company name of the

company or group company

Nature of

the

relationshi

p

Type of

transaction

Amount

(thousa

nds of

euros)

Grupo Planeta

de Agostini, S.L.

ATRESMEDIA CORPORACIÓN DE

MEDIOS DE COMUNICACIÓN, S.A.

Contractual

Receipt of

services

8,019

Grupo Planeta

de Agostini, S.L.

ANTENA 3 FILMS, S.L.U.

Contractual

Receipt of

services

1,272

Grupo Planeta

de Agostini, S.L.

ATRES ADVERTISING, S.L.U.

Commercial

Receipt of

services

1,000

Grupo Planeta

de Agostini, S.L.

ANTENA 3 NOTICIAS, S.L.U.

Contractual

Receipt of

services

900

Grupo Planeta

de Agostini, S.L.

ANTENA 3 MULTIMEDIA, S.L.U.

Contractual

Receipt of

services

400

Grupo Planeta

de Agostini, S.L.

CORDINA PLANET, S.L.U.

Contractual

Receipt of

services

317