VOCENTO

Committees' members and responsibilities

DELEGATE COMMITTEE

Under our Board Rules, the Board of Directors shall delegate its general decision-making powers to a delegate committee which is subject to the control of the Board. The committee must comprise between 6 and 12 Directors. The members of the committee are José María Bergareche Busquet, Santiago Bergareche Busquet, Alejandro Echevarría Busquet, Catalina Luca de Tena García-Conde, Soledad Luca
de Tena García-Conde, Víctor Urrutia Vallejo, Santiago de Ybarra y Churruca, Enrique de Ybarra e Ybarra, Álvaro de Ybarra Zubiría and Mezouna, S.L. (represented by Ignacio Ybarra Aznar).
The chairman and secretary of the committee are Mr de Ybarra y Churruca and Mr José de Palacios Caro, respectively.

AUDIT COMMITTEE

Under the Board Rules, the audit committee is responsible for making recommendations to the Board in relation to the selection, appointment and removal of our auditors (and for monitoring the independence of such auditors), for reviewing our audit arrangements and their implementation, for supervising our financial information procedures, for reviewing our internal auditing and risk management systems and controls, for supervising compliance with our internal conduct code and with applicable corporate governance rules, and for preparing and submitting a draft of the annual corporate governance report to the Board. The committee is also responsible for preparing various financial and other information for the Board. The committee must meet at least onc e every three months. The committee must comprise between three and five non-executive Directors (consejeros externos). The chairman of the committee must be selected from among the independent Directors. The members of the committee are Mr Aguirre Pemán, Ms Luca de Tena García-Conde and Mr de Ybarra Zubiría. The chairman and secretary of the committee are Mr de Ybarra Zubiría and Mr de Palacios Caro, respectively.

NOMINATION AND REMUNERATION COMMITTEE

Under the Board Rules, the nomination and remuneration committee is responsible for [assisting in the selection of candidates to fill Board vacancies, in the appointment of the Chairman and of the Chief Executive Officer and in the appointment and dismissal of senior managers]. The committee is also required to report to the Board on gender diversity issues and to make proposals to the Board regarding the remuneration policy for Directors and for senior employees and on the remuneration of individual executive Directors. The committee must comprise between three and five non-executive Directors (consejeros externos). The members of the committee are Mr del Alcázar Silvela, Mr Echevarría Busquet and Mr Urrutia Vallejo. The chairman and secretary of the committee are Mr Echevarría Busquet and Mr de Palacios Caro, respectively.