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12.- Equity and shareholders’ equity
The detail of the shareholder structure at the end of 2015 is as follows:
% of
ownership
Grupo Planeta-de Agostini, S.L.
41.70
Ufa Film und Fernseh, GMBH
18.65
Imagina Media Audiovisual, S.L.
3.50
Mediapro Contenidos, S.L.U.
0.65
Treasury shares
0.35
Other shareholders
35.15
Total
100.00
There are agreements between the main shareholders that guarantee the Company’s shareholder
stability, the grant of mutual rights of acquisition on their shares and the undertaking not to take
control of the Company or to permit a third party to do so, and also include management
agreements, as described in the Corporate Governance Report.
On 29 October 2012, the merger resolutions adopted by the shareholders of Atresmedia
Corporación de Medios de Comunicación, S.A., as the absorbing company, and Gestora de
Inversiones Audiovisuales La Sexta, S.A., as the absorbed company, at their respective Annual
General Meetings on 25 April 2012, were executed in public deeds, as a result of which the draft
terms of merger were fully approved.
Following the merger resolution approved by the shareholders at the Annual General Meetings of
the two companies and the filing of the merger deed at the Madrid Mercantile Registry on 31
October 2012, the shareholders of La Sexta received, as consideration for the assets and liabilities
of this company,15,801,296 shares of Atresmedia Corporación de Medios de Comunicación, S.A.,
which represent 7% of its share capital.
For the purposes of the share exchange, on 29 October 2012 Atresmedia Corporación de Medios
de Comunicación, S.A. increased share capital by a nominal amount of EUR 10,965 thousand
through the issue of (i) 13,438,704 shares of EUR 0.75 par value each, of the same class and
series as the shares outstanding prior to the increase and without dividend rights with a charge to
the profit generated before the date on which the merger was filed at the Mercantile Registry,
irrespective of the payment date, and (ii) 1,181,296 shares of EUR 0.75 par value each, of a
different class and carrying the same restriction on dividend rights as the aforementioned shares,
applicable for 24 months following the date on which the merger was filed at the Mercantile
Registry, which took place on 31 October 2012.
As a result, once this period had ended, the Company's Board of Directors, acting under powers
delegated from the Annual General Meeting of 25 April 2012 in which the merger was approved,
adopted the necessary resolutions to reword Articles 5 and 7 of the bylaws so that they state that
all the shares that represent the share capital of Atresmedia Corporación de Medios de
Comunicación, S.A. are of the same class and carry the same dividend rights for the holders
thereof in respect of the profit earned by the Company from 31 October 2014 onwards.
In addition, as part of this convergence process and also in accordance with the merger
agreements, the Company's Board of Directors resolved to request the official listing of these
1,181,296 shares on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges through the
Spanish stock market interconnection system.
Once 24 months elapsed from the registration of the merger, i.e. on 31 October 2014, the
1,181,296 shares that at that date were B shares became ordinary shares. From this date, all the
shares composing the share capital of Atresmedia Corporación carried the same dividend rights.