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Right of Information

 

• Article 197 of the Spanish Companies Law, establishes that:

1. Shareholders may request the directors to provide any information or clarification that they deem warranted with respect to the items on the agenda, or they may submit any written questions that they deem pertinent up to seven days prior to the date of the shareholders meeting.

Directors shall be required to facilitate this information in writing prior to the day on which the shareholders meeting is to be held.

2. During the shareholders meeting, company shareholders may orally request any information or clarification that they deem warranted with respect to the items on the agenda and, in the event that it is impossible to respond at that time, the directors shall be obliged to provide that information in writing within seven days after the meeting has been held.

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 twenty five per cent of the share capital. The Bylaws may specify a smaller percentage, where more than five per cent of the share capital.”

• Article 272, 2nd Paragraph, of the Spanish Companies 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 518 of the Spanish Companies Law, establishes that:

“Since the publication of the notice and until the holding of the general meeting, the company shall make available on its Internet site at least the following information:

(a) The notice of the meeting;

(b) The total number of shares and voting rights at the date of the convocation (including separate totals for each class of shares if any);

(c) The documents to be submitted to the general meeting; and particularly and particularly the reports of managers, auditors and independent experts;

(d) A draft resolution or, where no resolution is proposed to be adopted, a comment from a competent body within the company, for each item on the proposed agenda of the general meeting. As received, the proposed resolutions submitted by shareholders shall be added;

(e) The forms to be used to vote by proxy and to vote by correspondence, unless those forms are sent directly to each shareholder. Where the forms cannot be made available on the Internet for technical reasons, the company shall indicate on its Internet site how the forms can be obtained on paper. In this case the company shall send the forms to every shareholder who so requests.”

• Article 520 of the Spanish Companies Law, establishes that:

“The right of information of the shareholders is governed by the provisions of Article 197. In addition, shareholders may request the directors, by writing and up to seven days prior to a shareholders meeting, or during the shareholders meeting, information or clarification that they deem warranted with respect to publicly-accessible information that the company has provided the National Securities Market Commission since the last shareholders meeting was held and with respect to the auditor´s report”.

The directors shall not be obligated to respond to specific questions from shareholders when, prior to its formulation, the information sought is clear and readily available to all shareholders on the company website in a question and answer form”.

• Article 539, 1st and 2nd Paragraphs, of the Spanish Companies Law establishes that:

1. Publicly-traded corporations shall comply with their requirements to provide information by any technical, computerized or electronic means, without prejudice to the shareholders’ right to request information in print form.

2. Publicly-traded corporations shall maintain a webpage to facilitate the shareholders’ exercise of their right to information, and to disclose relevant information required pursuant to securities market legislation.

To facilitate communication prior to shareholders meetings, the webpage shall have an Electronic Shareholders Forum that may be safely accessed by both individual shareholders and those belonging to any voluntary groups that may be formed. The Forum shall publish proposals to supplement those announced in the meeting agenda, petitions to support those proposals, initiatives to achieve the percentages required to exercise the minority rights set forth in the law, as well as proxy solicitations.”

• 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, the Bylaws and the General Shareholders’ Meeting Regulation.

The notice of meeting shall state the Company’s name, the place, date and time that the meeting is to be held, the agenda listing the items to be discussed, the office or offices held by the person or persons convening the meeting and other legally required mentions.

Shareholders representing a minimum of 5% percent of the total share capital may request that a supplement to the notice of an Ordinary Shareholders Meeting be issued to include one or more additional items on the agenda, provided that the new items are accompanied by the pertinent reasoning or a reasoned proposal for decision. This right cannot be exercised in connection with a call for an extraordinary general meeting. This right shall be exercised through a notice issued by any reliable means, received at the company’s registered offices within five days following publication of the initial 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.

Within the same term stipulated in the preceding paragraph, shareholders representing at least 5% of share capital may submit grounded proposals for decision on items that are already included or that need to be included on the agenda for the general meeting that has been called. The Company must ensure disclosure of those proposals for decision and any attached documents to all the shareholders, in accordance with the provisions of article 19 of the Companies Act and with the General Shareholders’ Meeting Regulation.

Prior to or during the meeting, shareholders may request the reports, documents or clarification that they deem warranted, as provided in the Law.

Nevertheless, the meeting shall be deemed to have been validly 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 178 of the Companies Act.”

• 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 in at least the following: a) The Official Bulletin of the Commercial Registry or a leading daily newspaper in Spain, b) The Spanish Securities Market Commission’s website and c) The website of the Company.

General meetings must be convened at least one month before the date they are to be held.  The 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 an Ordinary General Meeting be issued including one or more additional items on the agenda, provided that the new items are accompanied by the pertinent reasoning or a reasoned proposal for decision. This right cannot be exercised in connection with a call for an extraordinary general meeting.

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 Within the same term stipulated in section 5.1 above, shareholders representing at least 5% of share capital may submit grounded proposals for decision on items that are already included or that need to be included on the agenda for the general meeting that has been called. The Company must ensure disclosure of those proposals for decision and any attached documents to all the shareholders, in accordance with the provisions of article 6.6 of these Regulations.

5.3. The announcement of the meeting shall state the company´s name, 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 listing the items to be discussed, the office or offices held by the person or persons convening the meeting, and must state the deadline by which shareholders must have shares registered in their name, to be able to attend and vote at the general 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 and the address of the company’s website where the information will be available.

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.

Likewise, the announcement must also clearly and accurately set out the formalities that shareholders must perform to be able to attend and vote at the general meeting, including particularly the requirements demanded by article 517 of the Companies Act.”

 “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 and concerning the auditor´s report.

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 telematics 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, and until that general meeting is held, the web page of the Company shall feature continuously –in addition to any other mandatory documents, the following:

a)    the announcement of the call

b)    the total number of shares and voting rights on the date of the call for the general meeting, broken down by share class, if any.

c)    the documents to be submitted to the general meeting, particularly the directors’ report, auditor’s report and independent expert’s report.

d)    the full texts of the proposals for decision, or failing such texts, a report by the governing bodies detailing each of the items on the agenda. Any proposals for decision submitted by shareholders will also be included as they are received.

e)    the forms to be used for voting by proxy and remote voting.

The documentation provided in the preceding paragraphs c), d) and e) 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.

6.7. On occasion of the convening of the General Shareholders Meeting, as foreseen in Law and in the terms in which it is developed technically and legally, the website must include a shareholders’ electronic forum, accessible by individual shareholders and any voluntary associations established by them, designed to facilitate their communication prior to general meetings. The forum may include motions to be tabled in addition to the agenda announced in the meeting notice, requests for support for such motions, initiatives to gain sufficient percentage to exercise the minority voting right established by law, as well as offers or requests for voluntary representation. The Board of Directors must determine the rules governing at all times, the Forum enabled the general meeting, which will be publicized on the website.”

 “Article 19. Request for Information during the General Meeting

19.1. During their turns to speak shareholders may orally request any information or clarification that they deem warranted concerning the items on the agenda and also regarding the publicly available information that the Company has submitted to the Spanish Securities Market Commission since the most recent general meeting and regarding the auditor’s report.

19.2. Directors shall be obliged to provide the requested information, unless it is not available during the meeting, in which case directors shall be obliged to provide that information in writing with seven days following the end of the Meeting, without prejudice to the provisions of the following paragraph.

19.3. Information need not be provided when publicizing information requested by the shareholders may be harmful to the Company’s interests. However, information may not be denied for that reason when the request is supported by shareholders representing at least twenty-five per cent of share capital.

Likewise, directors will not be obliged to answer specific questions from shareholders where the information requested was clearly and directly available in advance to all shareholders on the company’s website in a question and answer format.

19.4. Information or clarification requested from directors shall be provided by the Chairman, the Chief Executive Officer, the Secretary, or if the Chairman so requests, from a director, the chairman of the Audit Committee or any employee or expert in the matter.

19.5. The Chairman shall decide the order of the responses to shareholders’ requests, and whether responses will be offered after each turn to speak or together, after the last speaker has finished. Shareholders shall not have rebuttal rights, unless the Chairman decides to grant them based on the importance of the matter.”

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Shareholder Relations Office

+34 91 330 11 68

ia@prisa.com

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Investor Relations Office

Pilar Gil

+34 91 330 10 85

ir@prisa.com