Annual Report Remuneration 2017

2 A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT YEAR A.1. Explain the Company's remuneration policy. This heading includes information on:  General principles and bases of the remuneration policy.  The most significant changes made to the remuneration policy with respect to that applied in the preceding year, as well as the changes made in the year in the conditions for the exercise of options already granted.  Criteria used to establish the Company's remuneration policy.  Relative importance of the variable remuneration items with respect to the fixed items, and criteria followed to determine different components of the directors' remuneration package (remuneration mix). The general principles and bases of the remuneration policy are included in articles 44 and 45 of the Articles of Association and in article 31 of the Board of Directors' Regulations. The current structure of such system is as follows: 1) Fixed remuneration for the members of the Board of Directors in their capacity as directors, plus attendance fees for meetings. 2) Fixed remuneration for the members of the Executive Committee, plus attendance fees for meetings. 3) Attendance fees for the Audit and Control Committee and the Appointments and Remuneration Committee. 4) Specific remuneration for: (ii) executive directors and (ii) other directors with special professional involvement in the Company. Under article 44 of the Articles of Association for each fiscal year, or for the years established by the General Shareholders’ Meeting, the latter will decide the amount of the individual remuneration, or will fix a total maximum, for each remuneration item or for both. The remuneration may differ from one director to another. Subject to approval by the General Shareholders’ Meeting, remuneration may also involve the delivery of shares or share options thereon, or remuneration that takes the value of such shares as reference. The Ordinary General Shareholders’ Meeting held in 2016 approved a long-term variable remuneration plan, with such remuneration involving the delivery of own shares. The group of beneficiaries includes the Chairman of the Board of Directors and the CEO. The same General Shareholders’ Meeting adopted the resolution regarding the overall maximum limit of directors’ remuneration and the items affected, which reads as follows: Determination of the items affected by the overall maximum limit of directors’ remuneration: “Resolve, in conformity with that envisaged in articles 217 and 529 septdecies of the Spanish Companies Law, and in article 44 of the Articles of Association of Atresmedia Corporación, that the annual remuneration to which all the directors will be entitled to receive in their capacity as members of the Board of Directors and of any of its Committees will remain, for each financial year, at a maximum amount of THREE MILLION EUROS (€3,000,000). For the purposes of this maximum amount, the following circumstances will be taken into account:  Such amount will not be deemed to include the remuneration to which directors are entitled arising from the Share-based Remuneration Plan, whose approval is envisaged on the agenda of the Ordinary General Shareholders’ Meeting, since it is not of a monetary nature.  The remuneration corresponding to the CEO and to the executive directors for the performance of executive duties are also excluded from this limit.