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A.9
Detail the conditions and duration of the current mandate of the Shareholders' Meeting to the Board
of Directors to issue, re-purchase or transfer treasury shares.
The resolution in force in this area was that adopted by the 2015 Ordinary General Shareholders’
Meeting, applicable until 2020, whose content is as follows:
“Authorisation for the company to acquire treasury shares.
To authorise the company, either directly or through any of its subsidiaries, to acquire shares of
Atresmedia Corporación de Medios de Comunicación, S.A. by any means allowed by Law, even with
a charge to yearly profits and/or unrestricted reserves, or to subsequently dispose of such shares, in
accordance with articles 146, 509 and related articles of the Spanish Companies Law (hereinafter,
LSC), granting the Board of Directors the powers necessary to execute the agreements reached by
the Shareholders' Meeting in this regard.
The system for acquiring these own shares will be as follows:
The par value of the acquired shares, which will be added to those already owned by
Atresmedia Corporación de Medios de Comunicación, S.A. and its subsidiaries, should not
exceed the legal limit allowed by Law at any given time.
The acquisition, including the shares that the Company or person acting in its own name
but for the account of the Company, may have previously acquired and held in a portfolio,
should not cause the Company's equity to be less than its share capital plus the restricted
legal and by-law reserves. For this purpose, equity is considered to be the amount deemed
as such in accordance with the criteria used to prepare the annual accounts, minus the
profits allocated directly to said equity, plus the amount of uncalled share capital, and the
par value and the share premium of the subscribed share capital that is being recorded as
a liability for accounting purposes.
The shares acquired must be paid in full.
The acquisition price will neither be less than the par value nor exceed the listed price by
twenty per cent (20%), and the acquisition transactions must abide by the regulations and
customs of the stock markets.
It is expressly authorised that the shares acquired by the Company or its subsidiaries by virtue of
such authorisation may be allocated, wholly or partially, for their delivery to beneficiaries of future
remuneration schemes, or that they are the consequence of the exercise of share options in favour
of Company workers, employees or directors. The aim of this authorisation is expressly stated for
the purposes set out in article 146.1, section a), of the Spanish Companies Law.
The Board of Directors is empowered, in the broadest sense, to use the authorisation forming the
subject of this resolution, and to fully execute and enact it. It may delegate such powers to the
Executive Committee, the Chief Executive Officer or any other person expressly empowered by the
Board in this respect to the extent considered appropriate. The Internal Rules of Conduct in Security
Market Matters must apply when required.
This authorisation will last five years from the date of this General Meeting, and the unexecuted
authorisation granted to the Board of Directors by the Shareholders’ General Meeting held on 24
March 2010, will have no effect.”
A.9 bis Estimated floating capital:
%
Estimated floating capital
35.15
A.10
Indicate whether there are any restrictions on the transferability of securities and/or any restrictions
on voting rights. In particular, the existence of any type of restrictions that may hinder the taking of
control of the Company through the acquisition of its shares on the market will be notified.
Yes
No X
Description of the restrictions
In the current Articles of Association there are no restrictions of this kind. However, article 36 of
the General Audiovisual Communication Law 7/2010 of 31 March) establishes certain restrictions on