Annual Report Remuneration 2017

14 D.2 Report on the relationship between the remuneration obtained by the directors and the earnings or other Company performance measurements explaining, where appropriate, how the variations in Company return may have influenced the variation in directors' remuneration. Variable remuneration in cash accrues annually, and is tied to the obtainment of the Atresmedia Group’s overall financial targets. Its maximum amount is 80% of the director's fixed wage (may exceptionally reach 88% if compliance exceeds 110% of the target, up to 130%); 50% of the incentive is paid on accrediting compliance with the economic target and the other 50% is paid once a full year has elapsed following the year to which compliance refers, 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- and medium-term general targets. As explained in section A.4, in 2017, the amount of the annual variable remuneration of executive directors was 80% of the fixed remuneration. D.3 Report on the result of the consultative vote of the General Shareholders' Meeting on the Annual Remuneration Report for the previous year, indicating the number of opposing votes cast, if any: Number % of total Votes cast 180.143.946 100 Opposing votes 13.614.231 7,56 Affirmative votes 166.493.899 92,42 Abstentions 35.816 0,02 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 remuneration practices and structure with regard to its directors: Approval of the Report. This Annual Remuneration Report was approved by the Company’s Board of Directors at its meeting on 28 February 2018. Maurizio Carlotti, the Deputy Chairman of the Board of Directors, was an executive Director until 27 th July 2017, the date on which this category was changed by the Board of Directors, following a favourable report issued by the Appointments and Remunerations Committee, and since that date, Mr. Carlotti is included among “Other external directors”. Indicate whether any directors have voted against or abstained with regard to the approval of this Report. No.

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