Grupo Prisa

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Right of Information

Right of Information

• Article 112 of the Public Limited Company Law establishes that:

1.“ Up to seven days prior to the session of the General Shareholders’ Meeting, shareholders may request, in writing, information or clarification or pose questions on the items included in the agenda and on information accessible to the public that had been submitted to the Stock Exchange Commission since the date of the last General Shareholders’ Meeting. The Board of Directors shall be obligated to provide this information in writing up to the day of the General Shareholders’ Meeting.

2. The Company’s shareholder may ask for the floor and verbally request information or clarification that they deem necessary concerning the matters included in the agenda at the General Shareholders’ Meeting and, if the shareholders’ right cannot be satisfied at that moment, the Board of Directors shall be obligated to provide this information in writing within seven days following the General Shareholders’ Meeting.

3. The Board of Directors shall be obligated to provide the requested information pursuant to the foregoing sections except in cases where in the Chairman’s opinion, disclosure of the information would be detrimental to the company’s interests.

4. This exception shall not hold when the request is made by shareholders representing at least one fourth of share capital.”

• Article 212, 2nd Paragraph, of the Public Limited Company Law establishes that:

“After the General Shareholders’ Meeting has been called, any shareholder may obtain from the Company the documents that will be submitted for approval at the meeting, immediately and free-of-charge, as well as the management report and the auditors’ report, if pertinent. This right shall be included in the notice for the meeting”.

• Article 14 of the Company’s By-laws establishes that:

“All General Shareholders Meetings shall be called within the time periods and in the manner set forth in the Law and these Bylaws.

The Notice of General Shareholders Meeting shall contain the company’s name, the place, date and time that the meeting is to be held, and the items on the agenda.

Shareholders representing a minimum of five percent of the total share capital may request that a supplement to the Notice of General Shareholders Meeting be issued including one or more additional items on the agenda. This right must be exercised by means of certified notice received at the company’s registered offices within five days following publication of the Notice of Meeting.

The supplement to the Notice of Meeting must be published at least fifteen days prior to the date on which the meeting is to be held.

Prior to or during the meeting, shareholders may request the reports, documents or clarification they deem warranted, as provided by law.

Nevertheless, the meeting shall be deemed to have been convened and called to order to discuss any matter, provided that shareholders representing all of the share capital are present and the attendees unanimously agree to hold the meeting, pursuant to Article 99 of the Law.”

• Regulations of the General Shareholders Meeting of the company establish as follows:

"Article 5. Publication of the Notice of Meeting.

5.1.Both the Ordinary and Extraordinary General Meetings shall be called by the Board of Directors by means of an announcement published in the Official Bulletin of the Companies Register and in one of the daily papers of widest circulation in the locality of the company registered office, with at least a month notice prior to the date announced for the meeting. This announcement is to state the date, as applicable, on which the Meeting will be held at second call, as appropriate. In this case, there shall be a period of at least 24 hours between the first and the second meeting.

Shareholders representing a minimum of five percent of the total share capital may request that a supplement to the Notice of General Shareholders Meeting be issued including one or more additional items on the agenda. This right must be exercised by means of certified notice received at the company’s registered offices within five days following publication of the Notice of Meeting.

The supplement to the Notice of Meeting must be published at least fifteen days prior to the date on which the meeting is to be held.

5.2. The announcement of the meeting, which shall also be announced through the Company web page (www.prisa.es), shall be forwarded to the Spanish Securities and Exchange Commission and shall state the place, date and time of the meeting of the first call, and as appropriate, of the second one. It shall furthermore contain the agenda for the meeting and the other requirements demanded by the Law, the Bylaws and these Regulations.

The announcement for the call for the General Meeting shall state the right that corresponds to the shareholders, from the date of the publication thereof, immediately and free of charge, to obtain the documentation required by the Law and the Bylaws.

It shall likewise include the necessary data regarding the Shareholders’ Service Office, and state the telephone numbers, electronic mail address, offices and timetable for opening hours.”

“Article 6. Shareholders’ right to information prior to the holding of the Meeting.

6.1. The shareholders are able, by means of a written communication, to request information or clarifications from the directors up to seven days prior to the holding of the Meeting, or to ask questions about the business contained on the agenda and concerning the information accessible to the public that may have been furnished by the Company to the Spanish Securities and Exchange Commission from the holding of the last General Meeting.

6.2. The information requested in conformity with the terms of this article shall be provided to the requesting party by the Board of Directors or, by means of delegation from the same, by any of its members empowered to such effect or by its Secretary. The information shall be submitted in writing, within the period that runs to the day of the holding of the General Meeting, through the Shareholders’ Service Office.

6.3. Nevertheless, it shall be possible to refuse to provide the information requested in the cases covered by article 19.3 of these Regulations.

6.4. The requesting party shall substantiate its identity in the case of a written information request, by means of a photocopy of his National Identification Document or Passport and – if legal persons are concerned – a document that sufficiently substantiates the representation thereof.

Furthermore, the requesting party shall accredit his status as shareholder or provide the sufficient data (number of shares, recipient entity, etc.), so that these can be verified by the Company.

6.5. In the case of the right to information being exercised by means of electronic correspondence or another form of telematic communication, a similar procedure shall be used to that laid down in article 11.2 of these Regulations and the identity of the shareholders shall be accredited in accordance with the same requirements as set out in the aforesaid article 11.2.

6.6. From the date of publication of the announcement of the call, the web page of the Company shall feature –in addition to the announcement of the call- the proposals that the Board of Directors have made in relation to the agenda, along with any other legally required documentation. Said documentation shall also be forwarded to the Spanish Securities and Exchange Commission.

The publication of the proposals of resolutions shall not exclude the amendment thereof prior to the General Meeting, if this is legally possible".

“Article 19. Request for Information during the General Meeting

19.1. The shareholders shall be able, during their interventions, to verbally request the information or clarifications that they consider appropriate regarding the business contained on the agenda.

19.2. The directors shall be bound to provide the information requested, unless it is not available in the Meeting, in which case, the directors shall be bound to furnish this information in writing within the seven days following the conclusion of the Meeting, without prejudice to the terms set out in the following paragraph.

19.3. Information shall not be provided when, in the judgement of the Chairman, one of the following circumstances has arisen:

  • (i) When the request does not meet the legal requirements or the procedure set out in these Regulations.
  • (ii) When the requesting party has acted in clear abuse of his right.
  • (iii) When this so results from legal provisions or judicial decisions.
  • (iv) When the publishing of the data requested by shareholders could be detrimental to company interests, in the judgement of the Chairman. It shall not be possible to refuse to provide information for this reason when the request is supported by shareholders representing at least one quarter of the share capital.

19.4. The information or clarification requested from the directors shall be furnished by the Chairman, by the Managing Director, by the Secretary or, upon indication from the Chairman, by a director, by the Chairman of the Audit Committee or by any employee or expert on the matter.

19.5. The Chairman shall determine the order of the replies to the shareholders and whether the same take place after each intervention is made or, jointly, after the last one of the contributors has addressed the Meeting. The shareholders do not have a right of reply, unless the Chairman grants them this, due to the importance of the topic.

Notwithstanding the foregoing, this company web page is intended to serve as a continuously updated source of information aimed at shareholders and the market".

PRISA share quote

20:50 12/03/10

3,00 € Variación (-1,15%)


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Contact

Shareholder Relations Office

Mónica Varela

+34 91 330 11 74

 

Investor Relations Office

Pilar Gil

+34 91 330 10 85

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