61 / 64
61
APPENDIX SECTION H
A.2
UFA FILM UND FERNSEH GMBH, the direct owner of shares of ATRESMEDIA CORPORACIÓN is controlled by
BERTELSMANN, A.G. through its subsidiary RTL GROUP, S.A. pursuant to article 4 of the Securities Market Law.
PLANETA CORPORACIÓN controls the PLANETA DE AGOSTINI GROUP, pursuant to article 4 of the Securities
Market Law.
A.3
According to the public information available, on 25 March 2015, IMAGINA MEDIA AUDIOVISUAL, S.L. (IMAGINA)
arranged a collar with an international financial institution and guaranteed its obligations with a pledge on
8,160,294 shares of ATRESMEDIA, representing 3.615 % of the Company’s voting rights. Imagina reserves the
right to request at any time, for the purposes of exercising the voting and dividend rights inherent to such shares,
that the pledged shares be returned, binding the bank to strive to return them.
In line with such expectations, Imagina requested the return of 1,212,770 of the pledged shares in order to receive
an interim dividend out of 2015 profit, approved by the Board of Directors, which placed it at 31 December 2015 in
the share position reflected in section A.3, which represents 4.148% of the voting rights of ATRESMEDIA
CORPORACIÓN. See CNMV notification no. 2015143008 of 18 December 2015.
Later, on 05 January 2016, Imagina returned these same 1,212,770 shares of ATRESMEDIA (CNMV notification no.
2016001865) following which Imagina’s position represents 3.611% of the voting rights: 2.963% directly and
0.648% indirectly through Mediapro. (See CNMV notification no. 2016001864)
A.12
Until 20 January 2015, Atresmedia owned 1,181,296 shares (former B shares) that were not traded on the market
but which, at that date, had the same economic rights as the remaining Company shares. These shares were
issued as a result of the merger with GESTORA DE INVERSIONES AUDIOVISUALES LA SEXTA, S.A. Its dividend
rights were restricted since the Company was not entitled to dividends on the profits generated up to 31 October
2014, date on which the merger was performed.
From that date onwards, all Company shares were put on an equal footing and since then they have all been
ordinary shares.
Via significant event no. 412360, on 20 November 2014, the adaptation of the Articles of Association to this new
classification was notified, together with the implementation of the agreement requesting admission to listing on
the Spanish stock markets of the aforementioned shares.
As part of this process, and also in line with that envisaged in the merger agreements, the Company's Board of
Directors requested the admission to official listing of the aforementioned 1,181,296 shares on the Madrid,
Barcelona, Valencia and Bilbao Stock Exchanges through the Spanish Computerised Trading System (Continuous
Market), which began to trade on 20 January 2015.
Lastly, from 23 June 2015 -once the dividend rights for 2014 had been settled, all the shares traded were
identified with the same ISIN. Currently, all Atresmedia shares are traded on the continuous market of the four
Spanish stock exchanges.
C.1.4
It should be taken into account on comparing the data on the percentage represented by female directors as a
percentage of total Board members that the total number has dropped from 13 to 12 directors since, on the
approval date of this report, a vacancy exists on the Board which, to date, has not been filled by the co-optation
system envisaged in the Law and in the Articles of Association. It is therefore expected that the Ordinary General
Shareholders’ Meeting will ultimately decide on the maintenance or reduction of the number of directors, and on
the type of new director, if any, that fills the position.
E.1
In 2014, the ATRESMEDIA Group implemented a new application that supports and manages its whole Risk
Management and Control System, known as SAP “GRC” (Governance, Risks and Compliance). It is a Corporate
System, developed with its SAP transactional system, which enables the monitoring of all the Group's risks to be
systematised, ordered and documented, together with the existing controls to mitigate the risks identified and
establish work flows that speed up and order the information flows of the risk and control system. The tool also