Grupo Prisa

• Article 15 of the Company’s Bylaws establishes that:

“Article 15. - Convening the General Shareholders’ Meeting.

a) Place. Meetings shall be held at the venue stipulated in the notice in the location where the Company has its registered offices, on the stipulated day and time, unless the meeting to be convened is a Universal Meeting.

b) Shareholders who own a minimum of 60 shares, registered in the appropriate stock ledger five days prior to the date of the meeting and who have the respective attendance card may attend a General Meeting. The Board of Directors shall attend the meeting. The Chairman of the General Meeting may authorize the attendance of any person as he/she deems appropriate; however the Shareholders Meeting may revoke said authorisation.

c) Shareholders’ representation: Shareholders are entitled to confer its representation in favour of another shareholder. This representation shall be specific for each General Shareholders’ Meeting. This requisite shall not apply when the representative has a notarised document that gives him/her sufficient powers to administer the assets of the represented party in the national territory. This representation must be expressed in writing in the attendance card provided for the meeting, in a letter, or in any electronic means of communication. In the latter case, requisites similar to those established for long-distance electronic means for voting would be applicable.

d) Meeting Quorum. Without prejudice to legally established procedures for special cases, the General Shareholders’ Meeting shall be validly sitting on the first notice when the shareholders present or represented own at least 25% of the subscribed capital stock with voting rights; on second notice, the General Shareholders’ Meeting shall be validly sitting regardless the capital attending it.

e) Posts. The Chairman of the Board shall chair General Meetings. He/she shall be responsible for declaring that the General Meeting is validly sitting, open the session, manage and organise the debates, and act as the maximum authority at the Meeting. The Secretary shall be the Secretary of the Board of Director who shall be responsible for writing the minutes of the meeting and issuing the certificates. The table shall comprise of the Chairman, the Secretary and members of the Board of Directors.

f) Votes sent by post or long-distance electronic means. Votes on the resolutions proposed and included in the agenda for any General Shareholders Meeting may be cast by post or by e-mail providing the identity of the party exercising his/her right is ensured pursuant to the General Shareholders’ Meeting Regulations. Shareholders voting at a distance should be taken into account for establishing a quorum at the meeting. Votes cast through any of these methods should be at the Company’s registered offices at least twenty four hours prior to the first notice of the General Shareholders’ Meeting otherwise, the votes shall be considered invalid. The Board of Directors may decide an earlier deadline upon convening each General Shareholders’ Meeting.

g) Voting: Each of the fully subscribed shares is entitled to one vote. The Chairman shall provide the results of the voting, summarising the number of votes in favour and against the proposed resolutions and shall disclose the results out loud.

h) Agreements. The agreements shall be adopted by the majority of votes of capital represented, unless a legal provision establishes otherwise".

• The Company’s General Shareholders’ Meeting regulations establish the following:

“Article 7. Right of Attendance

7.1. The Shareholders’ General Meetings that the Company holds may be attended by those who hold at least 60 shares, on the condition that such persons are entered in the corresponding accounting records at least five days prior to the day on which the Meeting is held, and this record is maintained until the Meeting is held. holders of a smaller number of shares may group themselves together to make up 60 shares, appointing a representative thereof.

7.2. In order to exercise his right of attendance, the shareholder shall be authorised beforehand by means of the corresponding attendance card issued by any of the entities participating in Iberclear, or in any other form accepted by the law in force.

7.3. The Board of Directors shall attend the General Meeting, and the Directors, Managers and Technical Staff of the Company and its participated companies may also attend, together with any other person whose attendance is authorised by the Chairman of the Board, without prejudice to the right of the Meeting to revoke said authorisation.

Nevertheless, the attendance of the Board of Directors shall not be necessary for the valid establishing of the Meeting.

7.4. For the purposes of substantiating the identity of the shareholders, or whoever may validly represent them, a request may be made for the presentation of the attendance card along with the National Identity Document or any other generally accepted official document at the entrance to the premises where the General Meeting is held.

The legal persons shall act by means of whoever legally exercises their representation, that shall be accredited".

“Article 8. Representation

8.1. Shareholders may vote by proxy, delegating their votes to another shareholder. Proxies shall be granted for a specific shareholders’ meeting. This requisite will not apply when the proxy holds a general power of attorney set forth in a notarial instrument, granting him power to administer all of the principal’s assets within Spain. Representation by proxy shall be indicated on the attendance card or in a letter, in either case bearing an original signature.

8.2. The document that contains the form of representation shall include the agenda or have the same attached thereto, along with the request for instructions for the exercising of the vote and a statement as to the way in which the representative should cast the vote in the event of specific instructions not being given. In the case of the absence of instructions for the exercising of the right to vote by the shareholder that confers the instructions, it shall be understood that the vote is to be cast in favour of the proposals that the Board of Directors makes at each Meeting.

8.3. A form of representation conferred on an individual who is unable to hold this in accordance with the Law shall not be valid or effective. The same shall apply to a form of representation conferred by fiduciary or apparent title.

8.4. It shall also be possible for the representation to be conferred by means of electronic means, for which a procedure shall be used similar to that established in article 11.2 of these Regulations and the identity of the shareholder shall be accredited by means of the same requirements laid down in the aforesaid section 11.2. The time period established in article 11.3 of these Regulations shall also apply for the valid receipt of the form of representation.

8.5. The representation shall always be revocable, it being considered to be revoked by personal attendance of the conferring party at the Meeting".

“Article 9. Public request for representation.

9.1. Under any circumstances, a public request for representation shall be made in accordance with the Public Limited Companies Act and other applicable provisions.

9.2. In the case in which the directors or any other person may have made a public request for representation, the director who obtains this shall not be able to exercise the right to vote corresponding to the shares represented in those points on the agenda in which there is a conflict of interest on his part and in any event, with regard to the following decisions:

• His appointment or ratification as a director.
• His dismissal, separation or removal as a director.
• The exercising of a company measure of censure against him.
• The approval or ratification, as appropriate, of Company transactions with the director concerned and companies controlled by him, or those that he represents or persons who act on his behalf.

In such cases, the director who has obtained the form of representation shall be able to designate another director or a third party who is not in a conflict of interest situation to be able to validly undertake such representation, unless there is a prohibition against the representative carrying out such a form of substitution or another person has been designated as an alternative or supplementary representative for the case of the conflict of interest of the representative who was initially appointed.

The delegation shall also include those points which, even though they may not be set out on the agenda in the call, are dealt with at the Meeting as this is permitted under the Law. The terms of the paragraph above also apply in such a case".

“Article 10. Exercising of the vote by post or electronic means.

Voting on the proposals on points covered on the agenda at any class of General Meeting can be exercised by a shareholder by postal correspondence or by electronic means, provided that the identity of the person who exercises the vote is duly guaranteed, in line with the requirements set out in article 11 of these Regulations".

"Article 11. Formal requirements and time periods for the postal voting or voting by electronic means.

11.1. Votes sent by post:

• a) In order to send a vote by post, the shareholders will need to complete and sign a regularised form that will be provided thereto by the Company for such purposes. This shall include the information necessary to substantiate their status as shareholders. The signature of a shareholder must be authorised by notary process or be acknowledged by a recipient entity participating in Iberclear or be accredited by another means considered sufficient by the Board of Directors. Should these be legal persons, the form must be accompanied by the corresponding document that sufficiently accredits the form of representation with which the signatory acts.
• b) This form shall be available on the web page of the Company from the date of publication of the announcement of the call of the General Meeting. Likewise, the shareholders that so wish to can request that the Company forwards said form by post from the date of publication of the announcement of the call for the General Meeting and through the Shareholders’ Service Office.
• c) The shareholder shall send the duly completed form to the Company so that it can be processed and the vote counted.

11.2. Voting by electronic means:

• a) In order for a vote to be cast by electronic means, the shareholders shall complete the regularised form provided to such ends by the Company and that will include the information necessary for substantiating the status of shareholder.
• b) Said form shall be available on the company’s web page from the date of publication of the announcement of the General Meeting.
• c) The shareholder shall forward a duly completed form to the Company so that it can be processed and the vote counted, by means of an electronic document that shall include a recognised electronic signature, as used by the shareholder, or another type of electronic signature –that provides appropriate guarantees of authenticity and identification of the shareholder who exercises his right to vote- that the Board of Directors has declared to be sufficient by means of a prior resolution adopted to such effect, according to the status of the technical resources and the applicable legal regulations at any time.

11.3. The vote cast by any of the means set out in sections 11.1 and 11.2 above shall be kept in the possession of the Company at its head office, arriving there at least 24 hours prior to the time set for the holding of the General Meeting on first call. Should this not be the case, it cannot be considered that the vote has been cast. The Board of Directors shall be able, in the call for each General Meeting, to set a shorter time period.

11.4. The shareholder shall be the party who, in the appropriate case, shall substantiate that the vote has been received by the Company within the period stated and in compliance with all of the requirements established to such effect.

11.5. The casting of vote at a distance by a shareholder shall mean that the powers of representation delegated by the same beforehand have been revoked, and those that are subsequently conferred shall be understood as not being made. In the case of a transfer of the shares whose ownership conferred the right to vote on the transferor, a postal vote shall be rendered without effect when the same has lead to the due inscription of book-entry security in the accounting register, at least five days prior to the day of the holding of the Meeting, if the new holder of the shares exercises his right to vote".

“Article 20. Voting

20.1. Once all of the interventions by the shareholders have been concluded and the replies made in conformity with the terms set out in these Regulations, the motions for resolutions on the matter covered on the agenda or on those other matters that do not have to feature therein by legal mandate shall be put to the vote.

20.2. The readings of the motions for resolutions by the Secretary of the Meeting can be omitted, summarised or presented in extract form, on a decision by the Chairman, unless there is express objection by the shareholders who represent at least one per cent of the share capital.

20.3. Nonetheless, it shall be necessary to read the whole of the text of the motions if the text of the same has not been placed at the disposal of the shareholders at least fifteen days prior to the date set for the holding of the Meeting, on the terms laid down in these Regulations.

20.4. In the case in which any of the motions placed at the disposal of or facilitated to the shareholders has been modified by the Board of Directors, said modification shall be read out prior to the voting on the motion.

20.5. Voting on the motions, as this concerns the votes cast at the Meeting, shall be carried out according to the following procedure:

• a) When there are motions for resolutions made by the Board of Directors, relating to business covered on the agenda, the following shall be counted:
  • (i)As votes in favour: those corresponding to all the shares represented that are physically present at the Meeting and those that are represented (unless there are instructions to the contrary from the conferring party), plus the affirmative votes cast by long distance means.
  • (ii)As votes against, those corresponding to the shares whose holders or representatives declare that they are voting against, by means of the communication or expression of their vote to the Notary at the Meeting so that they can be recorded in the minutes, along with the negative votes cast by long distance means.
• b) When there are motions for resolutions other than those made by the Board of Directors, concerning business contained on the agenda, these shall be counted in the following way:
  • (i) as votes against, those corresponding to all of the shares that are physically present at the Meeting and those that are represented (unless there are instructions to the contrary from the conferring party), plus the negative votes cast by long distance means.
  • (ii) as votes in favour, those corresponding to the shares whose holders or representatives declare that they are voting in favour, by means of the communication or expression of their vote to the Notary at the Meeting, so they can be recorded in the minutes, plus the affirmative votes cast by long distance means.
• c) When there are motions for resolutions relating to business not contained on the agenda, the same system as the one laid down in section b) above shall be followed (excluding the reference to the votes cast by post or by electronic means).

20.6. Blank votes and abstentions shall likewise be reported to the Notary so these can be recorded in the Minutes.

20.7. Nonetheless, on a decision by the Table of the Meeting, it shall be possible for other voting systems to be set up for the adopting of resolutions that make it possible to substantiate the form of the vote and record the result of the voting in the minutes.

20.8. In any event, voting shall firstly take place on the motions for resolutions drafted by the Board of Directors and, when a motion for resolution has been approved, all of the other motions relating to the same topic shall be dealt with, without these therefore being put to the vote.

20.9. Split voting shall be permitted, so that those who appear as shareholders on the accounting register but who act as proxies for others may vote following instructions from the proxy grantor.”