Annual Corporate Governance Report 2017

5 Spanish Companies Act (“LSC”). Delegation is made to the Board of Directors of the powers required to implement the resolutions adopted by the General Meeting in this respect. The rules on acquisition of own shares are:  The par value of shares acquired, combined with shares already held by Atresmedia Corporación de Medios de Comunicación, S.A. and its subsidiaries, may not exceed the statutory ceiling at the given time.  No acquisition, comprising shares acquired earlier by the Company or by a person acting in his/her/its own name but on behalf of the Company, may bring equity to a figure below the sum of share capital and the legal reserve or reserves that are restricted under the Company’s articles. For these purposes, “equity” is the amount characterised as equity under the criteria applied to produce the financial statements, less profit taken directly to equity, and increased by share capital subscribed for but not paid in or called upon, and the par value and share premium on share capital subscribed for and carried on the books as a liability.  Acquired shares must be fully paid in.  The acquisition price must be not less than par value or more than twenty percent (20%) of the listed share price. Acquisition transactions must be compliant with the rules and practices of securities markets. It is expressly authorised that shares acquired by the Company or its subsidiaries using this authority may be used, wholly or in part, as payment to beneficiaries of future remuneration schemes or as a result of the exercise of options for the benefit of staff, employees or directors of the Company. The purpose of this authorisation is stated expressly in accordance with article 146(1)(a) of the Spanish Companies Act. The Board is given a power in the broadest terms to use the authority under this resolution and perform and implement it in full. The Board may delegate these powers to the Executive Committee, the Chief Executive Officer or any other person expressly authorised by the Board for that purpose, with such breadth as it thinks fit. Wherever appropriate, the Company’s Internal Code of Conduct on Matters Relating to Securities Markets must apply. The duration of this authorisation is five years from the date of this General Meeting. The unperformed portion of the authorisation granted to the Board by the General Meeting of 24 March 2010 is left without effect.” A.9 bis Estimated free float % Estimated free float 35.07 A.10 Disclose any restriction on the transfer of securities and/or on voting rights. Specifically, disclose any restriction that might obstruct the taking of control of the company by means of acquiring shares in the company on the market. Yes  No X Description of restrictions The Company’s articles contain no such restriction. However, article 36 of the Ley General de la Comunicación Audiovisual (Ley 7/2010 de 31 de marzo) (“Audiovisual Media Act”) sets limits on ownership interests in more than one provider of audiovisual communication services so as to safeguard neutrality in the television market. A.11 Indicate whether the general meeting has resolved to take steps to neutralise a public takeover bid in accordance with Ley 6/2007 , the statute reforming the Spanish Securities Market Act. Yes  No X If so, explain the measures adopted and how the restrictions might be lifted: