The Share Capital

Currently, the main shareholder of the company is MFE-MEDIAFOREUROPE  which after the take over bid launched March 15th 2022 for the purchase of Mediaset España shares , holds 82.9% of the share capital (from the 55,7% before) with a free float capital of 17.1%.

The shares are represented by book entries and integrated into a single class and series and have the same economic and political rights as their holders, being the Manager of the Securities Registration, Clearing and Settlement of Securities SA (Iberclear) and its participating entities, in charge of maintaining the accounting record. The transformation in entries was agreed by the ordinary and Annual General Meeting of the Company held on March 29th, 2004 and formalised in a public deed before a notary of Madrid Don Miguel Ruiz-Gallardon Garcia de la Rasilla on May 25th, 2004 with the number 4,133 of his protocol which is registered in the commercial register of Madrid. The capital is fully subscribed and paid.

THE SHARE CAPITAL AND SHAREHOLDINGS HISTORY OF THE COMPANY, TO DATE, WAS:

As of June 17, 2021, Mediaset España cancels a total of 14,269,072 treasury shares with a total nominal value of € 7,134,536. Following the cancellation, the share capital of Mediaset España is represented by 313,166,144 shares with a par value of € 0.50 each and a total share capital value of 156,583,072 euros.

As of December 31, 2020, Mediaset España share capital has not changed compared to December 31st, 2019. The share capital is represented by 327,435,216 shares with a par value of € 0.50 each. The nominal share capital of Mediaset España Comunicación S.A. was € 163,717,608, represented by book entries. As of December 31, 2020, the share capital distribution is as follows: Mediaset S.p.A. 53.3%, Free Float 42.3% and it had a treasury share of 4.4% of the capital.

As of December 31, 2019, the share capital is represented by 327,435,216 shares with a par value of € 0.50 each. The nominal share capital of Mediaset España Comunicación S.A. was € 163,717,608, represented by book entries, as of December 31, 2019 it was distributed as follows: Mediaset S.p.A. 53.3%, Free Float 42.3% and it had a treasury share of 4.4% of the capital.

As of December 31st 2018 the share capital of Mediaset España Comunicación S.A. was divided into 327,435,216 shares each with a nominal value of €0.50, the share capital of was €168,717,608.

On April 18, 2018, the Ordinary General Shareholders' Meeting agreed to reduce the share capital in the amount of € 4,641,137, through the amortization of 9,282,274 treasury shares, representing 2.76% of the share capital at the time of adoption of said agreement. This reduction was registered in the Madrid Mercantile Registry on May 22, 2018.

The share capital is distributed as follows: Mediaset S.p.A. 51.63%, and the remaining 48.37% was free float on the market. The company does not currently have treasury shares.

As of December 31st 2017 the share capital of Mediaset España Comunicación S.A. was divided into 336,717,490 shares each with a nominal value of €0.50.

The shareholders breakdown was: Mediaset S.p.A. 50.21% of the capital, the company hold 2.76% of the capital as treasury shares while the remaining 47.04% was free float.

As of December 31st 2016 the share capital of Mediaset España Comunicación S.A. was divided into 336,717,490 shares each with a nominal value of €0.50; the share capital of was €168,358,745.

The annual General Meeting held April 13th 2016 approved the cancellation of the treasury shares held at that time (8.4%of the capital), 29,457,794 shares for an amount of €14,728,897. The reduction was registered into the Registro Mercantil (Official Register) on June 22nd 2016.

The shareholders breakdown was: Mediaset S.p.A. 50.21% of the capital, the company had no treasury shares while the remaining 49.79% was free float.

As of December 31st 2015 the share capital of Mediaset España Comunicación S.A. was divided into 366,175,284 shares each with a nominal value of €0.50; the share capital of was €183,087,642.

The annual General Meeting held on April 15th 2015 approved the cancellation of the treasury shares held at that time (10%of the capital), 40,686,142 shares for an amount of €20,343,071.

The shareholders breakdown was: Mediaset S.p.A. 46.17% of the capital, the company owned 5.32% of the capital as treasury shares while the remaining 48.51% was free float. During February 2015 the Prisa group sold the remaining 3.66% exiting the capital of Mediaset España Comunicación S.A.

As of December 31st 2014 the share capital of Mediaset España Comunicación S.A. was divided into 406,861,426 shares each with a nominal value of €0.50.

The shareholders breakdown was: Mediaset S.p.A. 41.55% (no changes) of the capital, Prisa Group with 3.66% (on April 10th 2014 Prisa reported that, through a financial entity, placed a package of 15,000,000 shares of Mediaset España Comunicación S.A. representing 3.69% of the company's capital stock; on July 24th Prisa sold 34,583,221 shares representing the 8.5% of the share capital of Mediaset España Comunicación S.A. to the same company). The company owned 9.66% of the capital as treasury shares (on July 29th, 2014, a total of 34,583,221 treasury shares were acquired -8.5% share capital- as part of a repurchasing plan aimed at remunerating shareholders once the investment in DTS Distribuidora de Televisión Digital, S.A. was sold). The remaining 45.13% was free float.

As of December 31st 2013 the share capital of Mediaset España Comunicación S.A. was divided into 406,861,426 shares each with a nominal value of €0.50.

The shareholders breakdown was: Mediaset S.p.A. 41.55% (no changes) of the capital, Prisa Group with 17.34% (no changes). The company owned 1.37% of the capital as treasury shares and the remaining 39.74% was free float.

As of December 31st 2012 the share capital of Mediaset España Comunicación S.A. was divided into 406,861,426 shares each with a nominal value of €0.50.

The shareholders breakdown was: Mediaset S.p.A. (during December 2012 the company was notified of the merger between Mediaset Investimenti S.p.A. and Mediaset S.p.A., the latter assumed all of the former's assets and liabilities) with 41.55% of the capital, Prisa Group with 17.34% (no changes). The company owned 1.58% of the capital as treasury share and the remaining 39.53% was free float.

As of December 31st 2011 the share capital of Mediaset España Comunicación S.A. was divided into 406,861,426 shares each with a nominal value of €0.50.

The shareholders breakdown was: Mediaset Investimenti S.p.A. (Mediaset S.p.A. Group) with 41.22% of the capital (no changes), Prisa Group with 17.34% (no changes). The company owned 1.58% of the capital as treasury share and the remaining 39.86% was free float.

In 2010 two capital increases changed the capital structure of Mediaset España Comunicación S.A.:

First capital increase was on December 13th 2010, Gestevisión Telecinco, S,A, increased share capital by a nominal amount of EUR 43,408,850 through the issue of 86,817,700 new ordinary shares of the same class and series as those already in circulation and with pre-emptive subscription rights for existing shareholders at that time. The issue price for the new shares was EUR 5.75 per share, for a total amount of EUR 499,202 thousand. Each existing share (excluding treasury shares held by Gestevisión Telecinco, S,A,) was entitled to one pre-emptive subscription right, with 14 pre-emptive subscription rights required to subscribe five newly issued shares. The capital increase was fully subscribed and paid up. The Company’s controlling shareholder subscribed all the corresponding shares in the exercise of pre-emptive subscription rights.

The second capital increase was on December 28th 2010, pursuant to the resolutions adopted by the shareholders of Gestevisión Telecinco, S,A, in a general meeting held on December 24th 2010, a non-monetary capital increase was carried out consisting of the entire share capital of “Sociedad General de Televisión Cuatro, S,A,U,” for a nominal amount of EUR 36,700,935 through the issue of 73,401,870 new ordinary shares of EUR 0,50 par value each, all of the same class and series of those already outstanding. The new shares were issued at their par value (EUR 0.50) plus a share premium of EUR 7.30 per share, leaving an issue price of EUR 7.80 per share. The total amount of the capital increase was EUR 572,536 thousand euros.

As of December 31st 2010 the share capital of Mediaset España Comunicación S.A. was divided into 406,861,426 shares each with a nominal value of €0.50; the share capital of was €203,430,713.

The shareholders breakdown was: Mediaset Investimenti S.p.A. (Mediaset S.p.A. Group) with 41.22% of the capital, Prisa Group with 17.34%. The company owned 1.58% of the capital as treasury share and the remaining 39.86% was free float.

As of December 31st 2009 the share capital of the company was divided into 246,641,856 shares each with a nominal value of €0.50.

The breakdown of ownership was the following: Mediaset Investimenti S.p.A. 50.1% (no changes), the company owned 1.44% of the share capital (previously 1.2%) as treasury shares, the remaining 48.46% (previously 43.6%) was free float. On July 30th 2009 Corporación de Nuevos Medios Audiovisuales S.L.U. (Vocento Group) 5.1% the group, sold 2.1% of the capital to the market, and on July 31st 2009 the company sold the remaining 2.9% exiting the capital of Mediaset España Comunicación S.A.

As of December 31st 2008 the share capital of the company was divided into 246,641,856 shares each with a nominal value of €0.50.

The breakdown of ownership was the following: Mediaset Investimenti S.p.A. 50.1% (no changes) and Corporación de Nuevos Medios Audiovisuales S.L.U. (Vocento Group) 5.1% the group, second most important shareholder of the company distributed the 7.9% of the company’s capital to its shareholder on September 15th 2008). Mediaset S.p.A. Group and Vocento Group had a shareholder’s agreement in place since 2004. The company owned 1.2% of the share capital as treasury shares, the remaining 43.6% (previously 35.7%) was free float.

As of December 31st 2007 the share capital of the company was divided into 246,641,856 shares each with a nominal value of €0.50.

The breakdown of ownership was the following: Mediaset Investimenti S.p.A. 50.1% (no changes) and Corporación de Nuevos Medios Audiovisuales S.L.U. (Vocento Group) 13.0% (no changes). Mediaset S.p.A. Group and Vocento Group have a shareholder’s agreement in place since 2004. The company owned 1.2% of the share capital as treasury shares, the remaining 35.7% (previously 36.3%) was free float.

As of December 31st 2006 the share capital of the company was divided into 246,641,856 shares each with a nominal value of €0.50.

The breakdown of ownership was the following: Mediaset Investimenti S.p.A. 50.1% (previously entitled of 25.0%, bought during 2006, the 25.1% shares owned by its subsidiary Mediaset Investments S.a.r.l.) and Corporación de Nuevos Medios Audiovisuales S.L.U. (Vocento Group) 13.0% (no changes). Mediaset S.p.A. Group and Vocento Group have a shareholder’s agreement in place since 2004. The company owned 0.6% of the share capital as treasury shares, the remaining 36.3% was free float.

As of December 31st 2005 the share capital of the company was divided into 246,641,856 shares each with a nominal value of €0.50.

The breakdown of ownership was the following: Mediaset Investment S.a.r.L. 25.1% (previously held 27.0%; on January 18th 2005 Mediaset Investment S.a.r.l. sold 1.9% of the share capital to the market), Mediaset Investimenti S.p.A. 25.0% (on December 29th 2005 this company, fully owned by Mediaset S.p.A., bought from Mediaset S.p.A. the total amount of shares owned) and Corporación de Nuevos Medios Audiovisuales S.L.U. (Vocento Group) 13.0% (no changes). Mediaset S.p.A. Group and Vocento Group have a shareholder’s agreement in place since 2004. The company owned 0.6% of the share capital as treasury shares, the remaining 36.3% was free float.

On June 24th 2004 the company was listed with 246,641,856 shares each with a nominal value of €0.50; the share capital of Mediaset España Communication S.A. (Gestevision Telecinco S.A. at that time) was €123,320,928.

The main shareholders after the listing were: Mediaset Investments S.a.r.l. (Mediaset S.p.A. Group) with 27.0% of the capital, Mediaset S.p.A. with 25.0% and Corporación de Nuevos Medios Audiovisuales, S.L.U. (Vocento Group) with 13.0%. Mediaset S.p.A. group and Vocento group had a shareholders agreement (as published on the web page of the CNMV). The company held no treasury shares so that the remaining 35.0% was the free float.