03/10/2016 Relevant Fact : New Internal Code of Conduct

INTERNAL CODE OF CONDUCT

REGARDING STOCK MARKET ACTIVITIES

MEDIASET ESPAÑA COMUNICACIÓN, S.A.

3rd October 2016

INTRODUCTION.

The Board of Directors of Mediaset España Comunicación, S.A. (Hereinafter the "Company", the "Firm" or "Mediaset" interchangeably) approved the first version of this "Internal Code Conduct" (hereinafter referred to as the "ICC ") on March 17th, 2004, in order to strengthen the transparency of the Company in its activities in the securities markets.

The said ICC was updated by the Board of Directors of the Company on 19th December 2004, in view of the regulatory changes that had occurred since its adoption, mainly those introduced by the Royal Decree 1333/2005, dated 11th November, which further developed the Stock Market Act regarding market abuse, and by Royal Decree 1362/2007, dated 19th October.

On the 3rd July 2016 the new European regulatory framework against market abuse entered into force (The Market Abuse Regulation: EU Regulation no 596/2014 of 16th April 2014, MAR, and the Directive: Directive 2014/57/EU, 16th April 2014, MAD) which aims to reinforce market integrity and establish mechanisms for implementation and consistent monitoring in the different member states of the European Union.

These regulations have been developed through implementing regulations and delegates who address issues of particular relevance such as: lists of insiders, buy-back programs and stabilization, investment recommendations, particular interests and conflicts of interest, market manipulation indicators, reporting abusive practices or suspicious transactions or orders, accepted market practices, market surveys, and management transactions.

This has given rise to the revision of ICC in the light of the new amendments introduced; the result is reflected in this document, which has been approved by the Board of Directors of the Company.

FIRST. - DEFINITIONS.

In reference to the present ICC, it will be understood as:

1. Mediaset Group.

   The Company and all of its Group's companies in accordance with the definition contained in Article 5 of the Consolidated text of the Securities Market Law. (TRLMV ("LMV")).

2. Persons with management responsibilities.

   The members of the administrative Board, management or supervisory body of the Company and its Group, and generally; any senior executive of the same who has:

   • who has regular access to inside information relating directly or indirectly to the Company;

   • and powers to take managerial decisions affecting the future developments and business prospects of the Mediaset Group.

1. Concerned Persons.

   Apart from those with management responsibilities, all those other people stably connected with the Mediaset Group and that have customary or recurring access to inside information.

2. Closely Associated Persons.

   The following persons are considered persons closely associated to people with management responsibilities:

   • a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;

   • a dependent child, in accordance with national law;

   • a relative who has shared the same household for at least one year on the date of the transaction concerned; or

   • a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person;

3. Insiders.

All persons other than those indicated in the two preceding points that, by reason of their employment or commercial link with the Mediaset Group, they have timely access to inside information, either because they (i) provide financial, legal or consulting services, or

(ii) they receive or transmit orders or execute transactions involving the securities of the Company or its associated instruments.

Insiders maintain that status as long as the inside information which caused their consideration as such has not been made public in accordance with applicable regulations, or has lost such nature for any other objective reason.

6) Inside Information.

That information (i) of a precise nature and (ii) which has not been made public, (iii) relating, directly or indirectly, to the Company or its securities and (iv) which, if it were made public, would be likely to have a significant effect on the prices of the said securities.

Information shall be deemed to be of a precise nature if it indicates a set of circumstances

which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the securities of the Company.

In this respect in the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.

An intermediate step in a protracted process shall be deemed to be inside information if, by itself, it satisfies the criteria of inside information as previously referred to.

For its part, information which, if it were made public, would be likely to have a significant effect on the prices of the securities of the Company, information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

1. Confidential Documents

   Those documents which contain Inside Information.

2. Securities of the Company

   • Shares and other securities equivalent to shares issued by the Mediaset Group entities admitted to trading on an official secondary market or other regulated market.

     • Bonds and other forms of securitized debt.

     • Securitized debt convertible or exchangeable into shares or into other securities equivalent to shares.

3. Instruments Associated to the Securities

   • Contracts or rights to subscribe for, acquire or dispose of securities.

   • Financial derivatives of securities.

   • Where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged.

   • Instruments which are issued or guaranteed by the Company whose market price is likely to materially influence the price of the securities, or vice versa,

   • Where the securities are securities equivalent to shares, the shares represented by