23/02/2017 Relevant Fact: Dividend distribution, Buy back Program and call ...

RELEVANT FACT

The Board of Directors of "MEDIASET ESPAÑA COMUNICACION, S.A.", at a meeting held today, February 23rd, 2017, have unanimously adopted, amongst others, the below resolutions:

First. - To draft the annual accounts (comprised of Balance sheet, Profit and Loss Account, Statement of changes in Equity, Statement of cash flow and the Notes to the Annual Financial Statements), the Management report of "MEDIASET ESPAÑA COMUNICACION, S.A." and its consolidated Group corresponding to the financial year 2016, as well as the proposed distribution of profit for the period, which is as follows:

The ordinary dividend to be distributed will be 0.43716581 euros per share, excluding the amount corresponding to the treasury shares (if any) at the time of distribution.

Second.- To propose to the Ordinary General Shareholders' Meeting the approval of an extraordinary dividend to be paid in cash from unrestricted reserves, for a total amount of 28,519 thousand euros, equivalent to 0.08469633 euros per share after deducting the amount that would correspond to treasury stock (if any) at the time of distribution.

The repurchase program is carried out under the authorization granted by the Ordinary General Shareholders' Meeting held on April 13th, 2016, under item eight on the Agenda, with the purpose of reducing the Company's capital stock in accordance with the terms established therein.

The maximum investment in the Buyback Program will be ONE HUNDRED MILLION EUROS (€100,000,000) and in any case the number of shares to be acquired may not exceed 5% of the share capital of the Company, equivalent to 16.8 million shares at today's date.

The shares will purchased in accordance with the conditions established in article 3 of the Regulations 2016/1052.

1. In particular, with respect to price, THE COMPANY will not buy shares at a higher price than the highest price of the following: the price of the last independent trade and the highest current independent bid in the trading venues where the purchase is made.

2. With regard to trading volume, the Company will not purchase in any one trading day more than 25% of the average daily volume of the Company shares in the trading venues in which the purchase takes place; a limit that will apply to the entire buyback program.

3. The Buy Back Program will remain in effect until 20th February 2018. However, the Company reserves the right to terminate the Buy Back Program if, prior to its expiry date, it had acquired the maximum number of shares, reach the maximum amount or any other circumstance as required.

The modification, interruption, termination or extension of the Buy Back Program and the buying of shares thereunder, shall be duly notified to the Comisión Nacional del Mercado de Valores using the appropriate relevant fact.

Fourth .- To convene the Shareholders' Annual General Meeting, to be held on first call, on the 27th April 2017, at 12:00, in Madrid at the Company's registered address, Carretera de Alcobendas 4, and if necessary, on second call on April 28th at the same time and place.

Madrid, 23rd February 2017.

2