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17

D.2 Report on the relationship between the remuneration obtained by the directors and

the results or other company performance measurements explaining, where appropriate,

how the variations in company return may have influenced the variation in directors'

remuneration.

As indicated, in certain cases, directors may receive variable remuneration, which accrues

annually and is tied to the attainment of the Atresmedia Group's global economic targets.

Its maximum amount is 80% of the director's fixed wage. 50% of the incentive is paid on

accrediting compliance with the economic target and the other 50% is paid within two

years, provided that the director continues to provide his/her services, since such

remuneration is linked to loyalty building, permanence and commitment to the Company's

long-term general targets.

2014 economic results exceed the forecasts used to determine such targets. Accordingly,

once approved by the General Shareholders' Meeting, this variable remuneration will fully

accrue, and it will be paid in the manner set forth, that is, 50% immediately and the

remaining 50% within two years.

D.3 Report on the result of the consultation vote of the General Shareholders' Meeting on

the annual report on remunerations for the previous year, indicating the number of

opposing votes cast, if any:

Number

%

of the total

Votes cast

192,591,239

100

Number

%

of the total

Opposing votes

22,795,417

11.84

Affirmative votes

169,795,473

88.16

Abstentions

349

0

E OTHER INFORMATION OF INTEREST

Please briefly detail any significant matter existing with respect to directors' remuneration

not included in the other sections of this report, but which is required to include more

complete, founded information on the Company's structure and remuneration practices

with regard to its directors:

As indicated in section A.1 and as notified to the CNMV at the time (Significant event

number 182944 of 28 February 2013), in 2013, a15% reduction was applied to directors'

remuneration, both in the fixed component and in the attendance fees for Board and

committee meetings.