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ANTENA 3 TELEVISIONAV. ISLA GRACIOSA, 13

SAN SEBASTIÁN DE LOS REYESMADRID . SPAIN

WWW.ANTENA3.COM

2006 ANNUAL REPORT

2006

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2006 ANNUAL REPORT 3Chairman’s Statement 6

Chief Executive’s Report 8

2006 MILESTONES 11Financial Results 12

ANTENA 3 TELEVISION Audiences 13

ANTENA 3 GROUP 19ANTENA 3 TELEVISION’s shareholders 20

ANTENA 3 TELEVISION in the stock market 30

CORPORATE SOCIAL RESPONSIBILITY 35ANTENA 3 FOUNDATION: Working to help children and young people 36

Social Responsibility 38

ANTENA 3 TELEVISION 432006, a year of big changes in the audio-visual sector 44

ANTENA 3 TELEVISION has the best image 48

UNIPREX 51ONDA CERO: The most profitable radio 52

EUROPA FM: Great music radio 53

MULTIMEDIA AND MOVIERECORD 57MULTIMEDIA AND MOVIERECORD: Emerging businesses 58

UNIPUBLIC 63UNIPUBLIC: Creating events 64

ATRES ADVERTISING 67ATRES ADVERTISING: Leading the advertising market 68

FINANCIAL REPORT 2006 73

ANNUAL CORPORATE GOVERNANCE REPORT 181

2006 ANNUAL REPORT

CHAIRMAN’S STATEMENT

2006 is the confirmation of a project started three

years ago. If in 2005 we achieved a success that

we thought unreachable, the results obtained in

2006 show that goals are useless if they repre-

sent limits or ends. Once again, I can say with

great satisfaction that goals are more than that

for us: starting points and that is exactly the

mind-set with which we approached 2006, the

best year in GRUPO ANTENA 3’s history.

I am proud to preside a Board of Directors that

has known how to guide the Company to where

it is today: one the most important multimedia

companies in Europe. But my gratitude does not

end there. Without the effort and dedication of

management and the employees of the group’s

different companies, we would have never achie-

ved the business effectiveness that we can all

boast of today: workers and shareholders.

In 2006 the Spanish stock market has had a re-

cord-breaking year and the economy has main-

tained optimum growth levels thanks to greater

investment and job creation. Despite everything,

this has been a difficult year for media compa-

nies on the Spanish stock market. Nonetheless,

ANTENA 3 TV’s share price has risen 183.2% sin-

ce it was floated on the stock market.

The trust that the shareholders have deposited

in GRUPO ANTENA 3’s management team has

also been rewarded in 2006, which is some-

thing I am particularly proud of, especially as

regards the small investors; whose faith in our

company makes it possible for ANTENA 3 TV to

become better every year. If the General Share-

holders’ Meeting approves the dividend payment

we are proposing, the dividend yield, one of

GRUPO ANTENA 3’s most appealing features in

this area, will be one the highest of the compa-

nies quoted on the Ibex. Apart from the periodi-

cal remuneration already established, 2006 gave

us the opportunity to offer our shareholders an

extraordinary payment through ANTENA 3 TV’s

share buyback of 10% of Santander. The result

of this operation, applauded by the market,

allows each shareholder to see their respective

stake increase by 11%.

�The Group’s excellent financial situation comes

at a time of great uncertainty, but also one with

many opportunities. On one hand, new opera-

tors have entered the market, making 2006 one

of the most competitive in the history of televi-

sion. On the other, it was also the year in which

Digital Terrestrial Television went from being a

wish to becoming a promising reality. Although

much remains to be done in this area, which is ai-

ded by the Public Administrations, ANTENA 3 TV

is committed to developing the television of he

future, and also the new forms of audiovisual

leisure born of the impressive technological de-

velopments we are seeing.

The GRUPO ANTENA 3 is determined to ex-

pand because we believe that the future is to-

day. Therefore in 2006 we have created a new

company, ANTENA 3 MULTIMEDIA, which chan-

nels all our creative potential generated in radio

and television towards new forms of audiovisual

consumption.

The information society is developing at an in-

credible pace. Just a few years ago it would have

been impossible to imagine a similar scenario.

Audiences and the way of consuming television

will change, new revolutions will arrive through

Internet or the mobile pone and we shall con-

tinue to participate in this challenge with the

same innovative and cutting-edge spirit that has

allowed us to take advantage of new business

opportunities that give value to shareholders.

To do so, we have the best management team

and a highly professional shareholder structure

which is obviously familiar with the media. Three

groups, Grupo Planeta, De Agostini as well as

and RTL Group bring together their enormous

experience in the field of communication to

make GRUPO ANTENA 3 one of the leading mul-

timedia companies.

ANTENA 3 TV has also made a considerable

effort in social responsibility, which has been

mainly carried out through its foundation. We

wish to show how television or radio can also

be an effective way of improving our society. In

its second year, the FUNDACIÓN ANTENA 3 has

undertaken many initiatives focused mainly on

education and child development.

The effectiveness, transparency and responsi-

bility that accompany us in our goal of conti-

nuing to increase the value of our company;

the excitement and effort to make it, in the

coming years, a cutting-edge company. This,

once again, the spirit that motivates us and

with which we face 2007. There are no goals,

only stages.

JOSé MANUEL LARA

CHIEF EXECUTIVE’S REPORT

2006 began with a great business and manage-

rial challenge for the ANTENA 3 TV team: outdo

the magnificent figures posted the previous year,

when we doubled our results, way beyond all

forecasts.

And now, a year later, with a much more compe-

titive market, GRUPO ANTENA 3 closed out 2006

with the best results in its history, at a time when

a far-reaching audiovisual revolution is underway

in Spain. The arrival of new free-to-air channels,

an increasing number of theme channels and the

use of DTT which has just burst on the scene,

not only has it not intimidated us, but rather it

has made us stronger and more determined than

ever to defend our leading position as a Multi-

media Group.

Our highly professional management has ena-

bled us to record an EBITDA margin of 34.8%

and a net operating income of 290 million

euros. These figures, which make us one of

the largest European communications groups,

would not have been possible without a sound,

long-term business model.

Both our audience share and advertising turno-

ver are not a fluke but the consequence of a solid

project whose foundation allows us to see a fu-

ture full of optimism and opportunities.

ANTENA 3 TV closed out 2006 with an audience

share of 19.4%. The television model, desig-

ned in 2003, is based on a wide variety of te-

levision genres and has been able to captivate

all kinds of audiences, especially families, where

ANTENA 3 TV has been the leader with 22.5%;

and the youngest audiences with 26.3%, showing

an improvement of four tenths over 2005.

These audience figures would not have been pos-

sible without the best entertainment program-

mes, in-house production the best cinema or the

most exciting European football tournaments.

�Another area where ANTENA 3 TV has once

again stood out is the success and credibility of

its news services, which have increased their lead

over public television, which was the almost un-

reachable leader until 2005.

As a result of our editorial stance, which stays

away from tasteless portrayals of the news and

seeks to connect with a society that is increasin-

gly more advanced and informed, the perception

that the public has of ANTENA 3 TV is, for the

third straight year, the most highly valued by Spa-

nish viewers. I am particularly proud of this fact

because it shows that our future is even more

promising.

Apart from television, I would like to point out

the milestone represented by the Group’s radio

business, through the company UNIPREX, which

has also registered considerable audience growth

in 2006: 6% more than the previous year. In

more concrete terms, ONDA CERO has obtained

profits that almost double those of last year. And

EUROPA FM is today one of the highest rated

radio stations.

ANTENA 3 wants to be where the opportunities

are and, with this in mind, has created the subsi-

diary UNIPREX TV, which it already manages un-

der the brand VER-T, the local TV channel.

But the new business also lies in the consumption

habits that arise as a consequence of the current

technological revolution, which will come from

the convergence between television, telephony

and Internet. To meet this growing demand and

exploit the contents in non-conventional me-

dia, we have created the company ANTENA 3

MULTIMEDIA, the best instrument to make

GRUPO ANTENA 3 the leader in the emerging

businesses that are complementary to radio

and television.

As regards Digital Terrestrial Television, the te-

levision sector continues to ask the govern-

ment for a real commitment in order to give it

a definitive boost. Nonetheless, ANTENA 3 TV,

in keeping with its need to advance, has made

ANTENA NEOX and ANTENA NOVA the most

viewed channels among this type of media. This

is only the beginning of a new way of watching

and producing television.

All the Group’s creative efforts have a clear re-

ference in the Advertising management carried

out by ATRES ADVERTISING, the company in

charge of selling ad space in radio, cinema and

television. In its second year it has captured

14% of the investment in conventional media,

which represents an increase of 4.4% over the

previous year. Furthermore, ATRES ADVERTI-

SING, which has become the most important

Spanish exclusive advertising company, has made

ANTENA 3 TV the leader in cost per grp, in other

words, it maximises profits from audiences.

ATRES ADVERTISING’s efforts and audacity have

been decisive in being able to reach the economic

figures that we present in this annual report.

2006 has also been a great year for UNIPUBLIC.

Its consolidation as a company specialised in the

organisation of events has been possible thanks

to a diversification plan that has generated new

lines of business. Today it is one of the leading

companies in the sector.

We have the best capital to enjoy the present

while looking towards the future: the drive to

grow in the television, radio, advertising or In-

ternet businesses convinced that only this way,

outdoing ourselves day after day, will we be

able to maintain the leadership that we feel

responsible to uphold for our shareholders

and society.

MAURIzIO CARLOTTI

2006 MILESTONES

FINANCIALRESULTS

The GRUPO ANTENA 3 posted its best ever results in 2006, enabling the company to strengthen its position

in the Spanish audio-visual market.

Ë The Group reported sales of 1,002 million euros

Ë EBITDA margin came to 34,8%.

Ë Net operating profit amounted to 290 million euros

Maintains its leading position in terms of audience share and the advertising market.

Ë A total of 870 million euros in sales

Ë EBITDA margin reached 37.4%

Ë Net profit of 307 million euros

In 2006, through its radio stations, ONDA CERO and EUROPA FM, UNIPREX reported 3.5% growth in

sales in line with that experienced by the radio sector. Its gross operating profit, meanwhile, was 10%

higher than that reported in 2005. The net result totalled 19 million euros, versus 13 million euros

in 2005.

GRUPO ANTENA 3

ANTENA 3 TV

UNIPREX

13ANTENA 3 TELEVISION AUDIENCES

ANTENA 3 TV saw out 2006 with an average audience share of 19.4%, continuing as the second-ranking

Spanish TV channel. In one of the most competitive years in Spanish television history, in which 24 new

channels have come on to the market, this figure is particularly impressive. ANTENA 3 TV also continued

as leader in the family target, with 22.4%. These figures are the result of a successful programming policy

which started in 2003.

ANTENA 3 TV Telecinco TVE1 Forta Cuatro La Sexta

2005

-1.9-1.1

-1.3

-2.2

+5.6+1.8

2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006

ANTENA 3 TV and other companies audiences 2006 vs 2005 (SOURCE: SOFRES A.M.)

2005

2006

All day

All individuals

2005

2006

Prime Time

All individuals

21.319.4

21.9

19.1

2005

2006

2005

2006

ANTENA 3 TELEVISIONAUDIENCES

All day

Family Target

Prime Time

Family Target

23.5

22.4

23.2

20.7

All day. January-December 2006 vs 2005 (SOURCE: SOFRES A.M.)

PRIME TIME: 20:30 h to 24:00 h / FAMILY TARGET: Individuals under 55 years of age living in households of three or more members

2006 MILESTONES

ANTENA 3 TELEVISION AUDIENCE SHARE EVOLUTION

Monthly Audience Share Evolution - Family Target (SOURCE: SOFRES A.M.)

30.0

25.0

20.0

15.0

10.0

5.0

0.0

JAN ‘05FEB ‘0

5

MAR ‘05APR ‘0

5

MAY ‘05

JUN ‘05JUL ‘0

5

AUG ‘05SEP ‘0

5

OCT ‘05

NOV ‘05DEC ‘0

5JAN ‘0

6FEB ‘0

6

MAR ‘06APR ‘0

6

MAY ‘06

JUN ‘06JUL ‘0

6

AUG ‘06SEP ‘0

6

OCT ‘06

NOV ‘06DEC ‘0

6

n ANTENA 3 TV

n Telecinco

n TVE 1

n Autonómicas

n La 2

n La Sexta

n Cuatro

25.0

20.0

15.0

10.0

5.0

0.0

JAN ‘05FEB ‘0

5

MAR ‘05APR ‘0

5

MAY ‘05

JUN ‘05JUL ‘0

5

AUG ‘05SEP ‘0

5

OCT ‘05

NOV ‘05DEC ‘0

5JAN ‘0

6FEB ‘0

6

MAR ‘06APR ‘0

6

MAY ‘06

JUN ‘06JUL ‘0

6

AUG ‘06SEP ‘0

6

OCT ‘06

NOV ‘06DEC ‘0

6

n ANTENA 3 TV

n Telecinco

n TVE 1

n Autonómicas

n La 2

n La Sexta

n Cuatro

Monthly Audience Share Evolution - All Individuals (SOURCE: SOFRES A.M.)

2006 MILESTONES

16ANTENA 3 TV: LEADER IN THE FAMILY TARGETANTENA 3 TV’s 2006 year end figures point

towards the consolidation of a TV model to

which the company firmly committed itself sin-

ce the arrival of its current management team.

This model is designed to meet the demands of

all components of the family, providing an offer

which has made ANTENA 3 TV leader in most

TV categories. This successful formula has made

ANTENA 3 TV leader in the family target (22.4%)

for the second year in a row. Faced with the arri-

val of new competitors, ANTENA 3 TV not only

maintained its high viewing figures, but it also

reported the lowest fall in this target.

THE BEST NEWS ON TVIn 2005, there was an unprecedented develo-

pment in the European TV sector: for the first

time, a private channel became the benchmark

for news, ousting the public television channels

in the process. 2005 was the year in which An-

tena 3 Noticias moved ahead of TVE’s Teledia-

rio. In 2006, this trend was even more marked.

ANTENA 3 TV not only remained leader in its to-

tal main news programs (22.9%), but widened

the gap against TVE by more than half a point.

ANTENA 3 TV’s news programs attract the most

viewers from Monday to Friday, and also at the

weekend, beating TVE1 by 1.2 points.

lute leader in this slot, with year-on-year growth

of +8.2 points and almost 1,500,000 new viewers

vs. TVE1. In the family target – ANTENA 3 TV’s

main audience – these results are even more im-

pressive: the Champions League broadcasts re-

ported 41.2% audience share, almost 11 points

above TVE1’s figures the year before.

THE BEST BRAND IMAGE FOR THE THIRD STRAIGHT YEAR ANTENA 3 TV’s editorial position and its progra-

mming policy are responsible for the way the

company is generally perceived by the public.

ANTENA 3 TV stands out because of the success

of its entertainment programs – which pay special

attention to younger segments of the audience

– the rigorous standards of its news programs,

the creativity of its series and its broadcasting of

the most important sporting events.

And this is reflected in the way the channel is

perceived by the public. According to the GECA

2006 image study, ANTENA 3 TV had the best

brand image and was Spain’s most highly va-

lued channel, for the third successive year.

ANTENA 3 TV is the audience’s most valued

channel – and in fact its percentage increases -

for the second successive year. According to the

GECA index, ANTENA 3 TV scored 6.71 points,

+0.2 points up on its figure for 2005.

ON ANTENA 3 TV THE UEFA CHAMPIONS LEAGUE OBTAINED THE LARGEST AUDIENCE SHARE OF THE LAST SEVEN YEARSThe secret behind the success of ANTENA 3 TV’s

family programming is its well-balanced mixtu-

re of television categories, in which sport plays

a major role. ANTENA 3 TV began free-to-air

broadcasting of the UEFA CHAMPIONS LEAGUE

in 2006. And it was in 2006 that the first phase

of what is the most prestigious European foot-

ball tournament worldwide reported its highest

viewing figures for the last 7 years.

6,352,000 viewers tuned in, tantamount to a 39%

audience share, making ANTENA 3 TV the abso-

ATRES ADVERTISING manages advertising in media that are of great commercial interest

2006 MILESTONES

1�ANTENA 3 TELEVISIONBRAND IMAGE

Telecinco

6.69

TVE1

6.28Cuatro

6.20

La 2

6.18La Sexta

5.77

ANTENA 3 TV

6.71

2006

6.712005

6.512004

6.13

+0.20

+0.38

Audience image ratings (SOURCE: GECA Index 2006)

ANTENA 3 TELEVISION annual growth

2006 MILESTONES

ANTENA 3 GROUP

ANTENA 3 TELEVISION’S SHAREHOLDERS

ANTENA 3 TV is the parent company of GRUPO ANTENA 3, listed on the Spanish market since 29 October 2003. Its leading shareholders include, amongst others,

the top European media group, the leading Spanish language publishing group worldwide, and multinationals in the film and TV content sector operating all over the

world. The shareholders of GRUPO ANTENA 3 are able to offer their combined expertise in the expert management of communications companies (communications

understood in the broadest sense of the word).

EL GRUPO PLANETAPlaneta is a Spanish publishing and media group

with a leading position in content production in

the Spanish language market. Planeta has a do-

minant position, overshadowing its competitors:

it is the leading Spanish publishing group and the se-

venth worldwide.

GRUPO DE AGOSTINIThis Italian multi-national group operates in the publis-

hing market, in the production and distribution of TV

and cinema contents, and in the financial and insurance

sectors. De Agostini operates in 30 countries and pu-

blishes in 13 languages.

The Grupo Planeta De Agostini is a new alliance formed by Grupo Planeta and De Agostini which will reinforce its leader-

ship, not only in the publishing world, but also in new sectors of the economy, especially in audiovisual media.

Part of Bertelsman, the giant German company leader in the European media sector, it operates mainly in TV, radio

and content production. Its content production división, Freemantle, is one of the largest global producers. Every month,

its TV channels are watched by an average of 250 million viewers across the globe.

A group of companies firmly established in the business of development, construction and management of cooperatives.

It is presently engaged in a process of expansion, growth and diversification towards new markets particularly in the

media sectors.

21ANTENA 3 TELEVISION SHAREHOLDER STRUCTUREDECEMBER 2006

Grupo Planeta De Agostini

42.63%

Stock Market

30.46%

RTL Group

18.55%

Treasury Stock

2.50%

Grupo Rayet

5.86%

ANTENA 3 GROUP

* Once the disposal of the stake in Group Santander was completed, these board members, named at the bank’s request, resigned on 20-12-06

leaving vacant its respective seats on the board of directors and the commitees.

BOARD OF DIRECTORS ANTENA 3 DE TELEVISION, S.A.

Chairman José Manuel Lara Bosch

Chief Executive Officer Maurizio Carlotti

Directors José Miguel Abad Silvestre

Nicolás Abel Bellet de Tavernost

José Creuheras Margenat

José Luis Díaz Fernández *

Marco Drago

Joan David Grimà Terré *

Elmar Heggen

José Luis López de Garayo Gallardo

Pedro Antonio Martín Marín

Pedro Ramón y Cajal Agüeras

Non Director Secretary Luis Gayo de Pozo

Non Director Deputy Secretary Carmen Rodríguez Martín

BOARD COMMITTEES

Executive Committee

Chairman José Manuel Lara Bosch

Maurizio Carlotti

Nicolas Abel Bellet de Tavernost

Marco Drago


Secretary Luis Gayo del Pozo

Deputy Secretary Carmen Rodríguez Martín

Audit and Control Committee

Chairman Elmar Heggen

Deputy Chairman Pedro Ramón y Cajal Agüeras

Members José Miguel Abad Silvestre


José Luis López de Garayo Gallardo

Secretary Carmen Rodríguez Martín

Appointments and Remunerations Committee

Chairman Joan David Grimà Terré *

Deputy Chairman Nicolas Abel Bellet de Tavernost

Members José Miguel Abad Silvestre

José Creuheras Margenat


Secretary Luis Gayo del Pozo

STRUCTURE OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

ANTENA 3 GROUP

23

Elmar Heggen José Luis López de Garayo Gallardo

Pedro Ramón y Cajal Agüeras Luis Gayo del Pozo

José Miguel Abad Silvestre



Marco Drago

Carmen Rodriguez Martín

José Luis Díaz Fernández *

Nicolás Abel Bellet de Tavernost José Creuheras Margenat

Maurizio CarlottiJosé Manuel Lara Bosch

ANTENA 3 GROUP

ANTENA 3 GROUPCORPORATE STRUCTURE

ANTENA 3 GROUP

25ANTENA 3 GROUPMANAGEMENT TEAM

CORPORATE CENTRE

Chief Executive Officer

Maurizio Carlotti

Chief Operating Officer

Silvio González

General Secretary

Luis Gayo

Director Finance

Antonio Manso

Director Communication & Marketing

Javier Bardají

Director Legal Affairs

Carmen Rodríguez

Director Audit and Process Control

Fernando Costi

Director Strategy

José Manuel González

Director CEO Office

Carmen Bieger

RADIO

General Manager

Javier González Ferrari

Director Radio Operations

Ramón Mateu

Deputy General Manager Radio

Ramón Osorio

TELEVISION

General Manager

Mikel Lejarza

Director News

Gloria Lomana

ADVERTISING

ATRES ADVERTISING General Manager

Eduardo Olano

NEW BUSSINESS

General Manager

Giorgio Sbampato

EVENTS

UNIPUBLIC General Manager

Ignacio Ayuso

FUNDACIÓN ANTENA 3

Executive Director

Carmen Bieger

ANTENA 3 GROUP

26

GRUPO ANTENA 3 – through its subsidiaries,

ANTENA 3 TV, UNIPREX, ANTENA 3 MULTIME-

DIA, MOVIERECORD, UNIPUBLIC and ATRES

ADVERTISING – reported net profit which was

up on the 2005 figure. Naturally, this has helped

the company maintain and consolidate its privile-

ged position in the media sector.

Despite the emergence of the new free-to-air

TV channels, ANTENA 3 TV’s dividend yield was

higher than the Spanish market average. It has

also continued to be one of TV viewers’ preferred

channels, on the strength of its quality programs,

the rigour and credibility of its news programs,

sports coverage, and the professionalism of all of

the Company’s employees.

UNIPREX is one of the Group’s greatest assets,

offering two consolidated and differentiated op-

tions, ONDA CERO and EUROPA FM. We must

also highlight the recent commitment to deve-

loping local TV, via UNIPREX TELEVISIÓN, S.L.U.,

which complements the above offers with its

VER-T brand.

By virtue of the trust shown by listeners and the

company’s management and programming po-

licy, UNIPREX has reported profits higher than

the market average. UNIPREX’s sales per listener

came to double those of its rivals.

ANTENA 3 MULTIMEDIA was created in 2006, and

is intended to be the axis for GRUPO ANTENA 3’s

digital activities. Its purpose is the management

of contents in non-conventional media, Internet,

fixed and wireless telephony, teletext and the

a3n24 news channel, in addition to other com-

mercial media which have developed through

ANTENA 3 GROUP

ATRES ADVERTISING is the leading exclusive advertising agency in terms of net sales in the advertising market.

2�In terms of revenues, ATRES ADVERTISING is

the leading company in the exclusive advertising

sector. It has not settled merely for providing

advertising spaces, however – it has also moved

into multimedia communications. Its purpose has

been to work together with clients on preparing

their communications plans, providing necessary

guidance for planning and creativity. The result

of this partnership is integrated campaigns, ba-

sed on shared media management, allowing the

client to cut costs and take advantage of the ex-

pertise acquired.

UNIPUBLIC is the leading organiser of all types

of events, particularly of a sporting nature. It has

two core activities: sporting events, especially

cycling competitions; and services for the pro-

duction, marketing and exploitation of all types

of non-sporting events.

Through UNIPUBLIC, GRUPO ANTENA 3 has mo-

ved into the field of non-conventional advertising

at national, region and local level, enhancing the

added value of the commercial offer.

the convergence of different technologies in the

media sector. GRUPO ANTENA 3 aims to use

ANTENA 3 MULTIMEDIA to secure a leading

position in new businesses which could comple-

ment its primary TV and radio operations.

MOVIERECORD has confirmed and consolidated

its leadership in the cinema sector, now boasting

a 45% audience share and 54% of the adverti-

sing investment in this market.

After five years of losses, the success of the

company’s new contracting policy has enabled it

to report profits.

In DTT, we can point to the fact that in their first

year of operations, ANTENA NEOX and ANTENA

NOVA have reported the highest viewing figures

of these new channels.

ANTENA 3 GROUP

ATRES ADVERTISING manages diverse programming that offers all types of audiences for advertisers

28 ANTENA 3 GROUP

ANTENA 3 FORMS ALLIANCE WITH INDRA AND CREATES I3 TELEVISION In 2006, ANTENA 3 TV and Indra signed an im-

portant agreement whereby both parties took

control of 50% of the capital of I3 TELEVISIÓN.

This company specialises in selling IT applications

and developing technology-based and IT system

projects in the media.

This company’s projects include, amongst

others, the marketing of advertising spaces,

the management and production of audio-

visual contents and the management of pro-

grammes’ websites.

This new company owns the global marketing

rights for IT solutions providing support for va-

rious areas of the audio-visual business, such as

marketing and advertising management, audien-

ce management and treatment, audio-visual pro-

duction, contracts, production rights and stock.

With the aim of offering the broadest possible

range of solutions, other suppliers’ and clients’

applications have been added to those developed

by I3. The company’s employees have come from

ANTENA 3 TV’s IT systems and technology divi-

sion, and from other companies in the sector.

GRUPO ANTENA 3 AND THE CINEMA: “LOS BORGIA” IS A BIG HIT IN 2006An important part of GRUPO ANTENA 3’s activi-

ties is its commitment to developing the Spanish

cinema industry, and its ongoing support built

around large-budget films, cinema, TV movies,

the acquisition of rights and various forms of

sponsorship.

In the first category, we may draw special atten-

tion to LOS BORGIA, one of 2006’s most outs-

tanding films. Directed by Antonio Hernández,

the film tells the story of this important family

which dominated the clergy, and is notable for

the precision of its historical details. Other films

include BIENVENIDO A CASA, directed by David

Trueba; LA MÁQUINA DE BAILAR, a comedy

featuring Santiago Segura, directed by Oscar

Aibar; and TRASTORNO, a thriller directed by

Fernando Cámara.

2�ANTENA 3 GROUP

GRUPO ANTENA 3 also produced EL EQUIPO

JA, a comedy based on the famous TV series,

The A Team, and directed by Juan Mu-

ñoz, one half of the famous comedy duo,

Cruz y Raya; LOLA, la película, directed by

Miguel Hermoso, a biographical portrait of

the acclaimed artist Lola Flores; and SIETE

MESAS DE BILLAR FRANCÉS, a classic melo-

drama, directed by Gracia Querejeta, with the

leading roles played by Maribel Verdú and

Blanca Portillo.

ANTENA 3 TV has committed itself to several

productions for 2007, of which we may high-

light INDEPENDENCIA, a high-budget period

piece directed by Antonio Hernández which re-

counts key events in the Spanish people’s stru-

ggle against the armies of Napoleon.

In the TV Movie section, ANTENA 3 TV produced

REGRESO AL EDÉN, Instituto Cubano de Cine’s

ambitious study of Cuban independence; and

LA BELLA OTERO, a biography of the Belle Epo-

que diva, based on the novel by Carmen Posadas,

with Natalia Verbeke in the lead role.

ANTENA 3 TV has acquired, amongst others, the

following rights: SALVADOR, a film directed by

Manuel Huerga based on the life of Puig Antich,

an anarchist, and nominated for the Goya

awards; PÉREZ, EL RATONCITO DE TUS SUE-

ÑOS, an animated comedy for children, directed

by Juan Pablo Buscarini; and CÁNDIDA, a co-

medy directed by Guillermo Fresser, of GOMA

ESPUMA the comedy duo of ONDA CERO.

GRUPO ANTENA 3 has also stepped up its su-

pport to the Spanish film-making industry

through the sponsorship and promotion of the

Catalunya International Film Festival in Sitges,

and the Spanish Film Festival in Malaga.

In 2006, the Spanish market reported historic le-

vels of growth. This strong performance was co-

rroborated by the figures of the main European

equity indices. The IBEX 35 rose 31.8%, ahead of

the other European indices. London’s FTSE was

up by 10.7%, Paris’s CAC by 17.5%, Dax – the

German stock market index – by 21.9%, while

the Eurostoxx climbed 15.1%.

In the US, 2006 levels were also a considerable

improvement on the previous year’s: the DJI rose

16.3% (in 2005 it slipped 0.61%), the S&P500

was up 13.6%, and the Nasdaq technology in-

dex reported 6.8% growth.

Oil prices were a source of uncertainty in 2006:

in July, they hit $78.3 / barrel, fuelled by tensions

caused by the Israeli / Lebanese conflict and Iran’s

nuclear policy. During the course of the year,

however, the situation eased, and by the end of

the year, oil prices stood at $60 / barrel.

The dollar became weaker in 2006, particularly in

the last quarter. The signs of slowdown in the US

economy, largely caused by weak housing figu-

res, caused the euro to regain its footing against

the dollar last seen two years before.

The Spanish economy remained solid in 2006.

Indeed, at year end, the government raised its

estimated growth for this year from 3.4% to

3.8%. Internal demand (underpinned by econo-

mic agents, flows of immigrants, the increased

female activity rate), job creation, interest rates

(which, despite the upward trend, remain low

in real terms), and increased investment, are the

factors behind this economic growth.

ANTENA 3 TV SHARE PRICE ACCUMULATES A GAIN OF 183.2% 2006 proved to be a tough year (unlike 2005) for

media companies on the Spanish market. In fact,

over the course of the year ANTENA 3 TV’s shares

slipped 11% against the previous year. At 2006

year end, its market cap stood at €3.65Bn.

The most striking development in 2006 was the

arrival of new free-to-air TV channels on the

Spanish market. The emergence of these new

rivals has eroded existing operators’ growth in

audience share, and share prices have been ad-

justed accordingly.

Grupo Santander’s structured withdrawal from

ANTENA 3 TV, in which it owned 10% of the

share capital, was a particularly significant opera-

tion. This transaction was executed in three sta-

ges: a 5% reduction of the share capital through

the amortisation of Grupo Santander shares; the

acquisition – through Treasury Stock – of 5% of

the company’s shares from the aforesaid group;

and the payment of a dividend whereby share-

holders were given shares from the above ac-

quisition on the basis of one share for every 48

shares with dividend rights.

ANTENA 3 TELEVISIONIN THE STOCK MARKET

31AVERAGE MEDIA SECTOR SHARE PRICE IN SPAIN IN 2006

0%

(10%)

(20%)

(30%)

(40%)

10%

20%

30%

40%

200%

150%

100%

50%

0%

250%

300%

+183,2%

ENE ‘05FEB ‘0

5

MAR ‘05ABR ‘0

5

MAY ‘05

JUN ‘05JUL ‘0

5

AGO ‘05SEP ‘0

5

OCT ‘05

NOV ‘05DIC ‘0

5ENE ‘0

6FEB ‘0

6

MAR ‘06ABR ‘0

6

MAY ‘06

JUN ‘06JUL ‘0

6

AGO ‘06SEP ‘0

6

OCT ‘06

NOV ‘06DIC ‘0

6

n ANTENA 3 TV

n Telecinco

n Prisa

n Sogecable

n IBEX 35

ANTENA 3 TELEVISION SHARE PERFORMANCE 2006

ANTENA 3 GROUP

32On 27 October, exactly three years since

ANTENA 3 TV’s stock market floatation, the

company held its third Analysts and Investors

Meeting in London, with numbers attending up

on 2005. In this meeting, in-depth information

was provided on the operation of the Company’s

different areas, and the company also presented

its business estimates for 2007.

Between ANTENA 3 TV’s stock market floata-

tion in October 2003 and to 29 December 2006,

share prices rose 183.2%.

ANTENA 3 TV’S DIVIDEND YIELD IS ABOVE THE MARKET AVERAGEOn 29 March 2006, the General Sharehol-

ders’ Meeting approved a 2005 dividend pa-

yment of €0.43 / share. This amount, together

with September 2005’s interim dividend of

€0.38 / share, amounts to approximately 80% of

ANTENA 3 TV’s Net Profit.

Furthermore, on 29 November, the Extraordinary

Shareholders’ Meeting approved payment of a di-

vidend in kind, consisting of 1 share for every 48

existing shares, charged to unrestricted reserves.

Dividend yield, one of ANTENA 3 TV’s most ap-

pealing features, is above the Spanish market

average, standing presently at 5%.

SHAREHOLDER STRUCTUREAt 31 December 2006, the Share Capital of

ANTENA 3 TV amounted to €158.33 million,

consisting of 211,112,800 shares with a par va-

lue of €0.75.

STOCK INFORMATION

2006

Share Capital (€ thousand) 158,335

Number of shares 211,112,800

Year end market cap (€ thousand) 3,766

Share price 31/12 (€/share) 17.84

High (€/share) 23.2

Low (€/share) 15.15

Weighted Average Price (€/share) 18.57

Average trading volume (rights) 1,565,915

Average trading volume (€) 29,079,042

ANTENA 3 GROUP

33TAKES THE BEST CARE OF ITS SHAREHOLDERS The Investor Relations Department and the Sha-

reholders Office are responsible for releasing re-

levant news and furnishing market performance

and financial outlook data of interest to sharehol-

ders and investors.

In 2006, the Investor Relations Department and

the Management took part in 8 sector conferen-

ces in Spain, Europe and the United States. It also

organised 7 Roadshows in Europe, the US and

Canada.

In addition to these activities abroad, the Depart-

ment holds regular meetings with analysts and

investors in ANTENA 3 TV’s headquarters, and

contacts them by phone for specific matters, re-

sults estimates, market vision, etc.

If you require access to basic clearly-presented

information about the Company, in compliance

with legal requirements, the www.antena3.com

website includes a section with relevant facts, fi-

nancial results and other interesting news.

Anyone requiring further information about our

Company can also write to the e-mail of the In-

vestor Relations Department: [email protected]

Non-institutional shareholders can also con-

tact the Shareholders Office directly at the fo-

llowing e-mail address: oficinadelaccionista@

antena3tv.es

ANTENA 3 GROUP

SOCIAL RESPONSIBILITY

ANTENA 3 FOUNDATION:WORKING TO HELP CHILDREN AND YOUNG PEOPLE

FUNDACIÓN ANTENA 3 began 2006 firmly fo-

cused on children and teenagers, the group it

considers to be most receptive to the fostering

of values, and that which needs the most help.

By reaching out to the young people of today,

we are investing in the adults of tomorrow. With

this guiding purpose, various initiatives were

carried out in 2006 geared towards education,

fostering reading and healthy habits. Part of the

Fundación’s attention has been focused on deve-

loping and implementing a Hospital Assistance

Programme for hospitalised children.

The aim of this programme is to improve the daily

life of hospitalised children. One of the initiatives

has been to design and set up the Canal FAN3

closed-circuit TV channel.

This is a free no-advertising channel offering con-

tents for children and teenagers, broadcast in

children’s hospitals and in the paediatric wards of

public and private hospitals.

Canal FAN3 offers a mixture of entertainment

– films, series and cartoons – educational progra-

ms, fostering of healthy habits and information

on health, helping sick children to understand

what they are going through in an accessible and

enjoyable way.

The Fundación considers this project to be parti-

cularly important and one which requires great

sensitivity. Accordingly, it is working in conjunc-

tion with the Asociación Española de Pedia-

tría (Spanish Association of Paediatricians) and

the Colegio Oficial de Psicólogos de España

(Official Spanish Association of Psychologists),

whose know-how and expertise ensure that

Canal FAN 3’s contents meet the objectives set.

Canal FAN3 is currently being aired in Madrid’s

Niño Jesús and La Paz hospitals. What is more,

through a cooperation agreement signed with

the Health Department of the Madrid Autono-

mous Government, several of these educational

programs are broadcast in other hospitals such as

Doce de Octubre, Ramón y Cajal, La Princesa and

Hospital Clínico San Carlos.

This, however, is only a fraction of the Fundación’s

hospital activities. FUNDACIÓN ANTENA 3 provi-

des funds for these hospitals’ libraries and stocks

of toys and games, and supplies laptop compu-

ters to enable these children to communicate

with their families, friends and teachers, despite

being bed-bound or in isolation.

Lastly, the Fundación’s hospitals programme

promotes and assists in the construction and

maintenance of boarding houses for the pa-

rents of long-term sick children.

Promoting Values and Principles has been ano-

ther linchpin of the Fundación’s activities, with

particular importance attached, amongst others,

to road safety, promoting reading and healthy

habits.

The Fundación has worked particularly hard on

raising awareness and educating children and

teenagers about road safety. In conjunction with

UNIPUBLIC, it created and started up a roadshow

which visited the 21 Spanish cities chosen as bac-

kdrops for the stage finishes of Spain’s Cycling

Vuelta. The Road Safety Roadshow – visited by

3�28,500 people – provided children and young

people with enjoyable games and learning acti-

vities, the primary aim of which was to introduce

children to the principles of road safety. Leading

institutions in this sector such as the General

Traffic Directorate (DGT), Cruz Roja (Red Cross),

RACE, AESLEME and MAPFRE, cooperated with

the Fundación on this project.

FUNDACIÓN ANTENA 3 complemented the abo-

ve activities with an awareness-raising campaign

in ANTENA 3 TV and ONDA CERO, whereby chil-

dren and teenagers offered their own advice gea-

red towards raising awareness and encouraging

responsible driving habits over the festive period.

FUNDACIÓN ANTENA 3’s concerns about road

safety led it to sign the European Road Safety

Charter, an initiative of the European Commis-

sion. The purpose of the Charter is to promote

the development of action plans designed to

raise awareness amongst the general public.

Through this initiative, the Fundación undertakes

to continue working towards raising awareness

and implementing actions designed to reduce

the number of traffic accidents.

In April 2006, the Fundación, ANTENA 3 TV and

UNIPUBLIC oversaw the “Un Libro, Un Juguete”

(A Book, A Toy) campaign in Barcelona. This ini-

tiative, one of a number of activities carried out

by the Fundación to promote reading, coincided

with Spain’s National Book Day. The public res-

ponse was such that more than 4,000 books

were collected over a three-day period. The bo-

oks were delivered to the library of San Juan de

Dios children’s hospital.

In October, FUNDACIÓN ANTENA 3 took part in

the VII Prevention of Sight-Related School Failure

Campaign, organised by Fundación Solidaridad

Carrefour and by Alain Afflelou (the opticians).

This was yet another example of its readiness to

disseminate and foster healthy habits. During

the campaign, different messages were aired on

ANTENA 3 TV and ONDA CERO stressing how

important it was for young children to have good

sight when learning. At the end of the campaign,

children aged 6-8 were given sight tests, and fra-

mes and lenses were handed out free of charge

to the children who required them (according to

the results of the tests). During the campaign,

5,000 sight tests were performed and 2,955 sets

of glasses were handed out free of charge.

Lastly, FUNDACIÓN ANTENA 3 plays an active

role, together with Fundación Inocente Inocente,

in preparing and selecting causes and beneficia-

ries for the ANTENA 3 TV’s Gala Inocente aired

every year on 28 December.

Ë FUNDACIÓN HOSPITALITAT DE LA MARE DE DÉU DE LOURDES DE

BARCELONA: creating a free hostel for low-income families of sick

children undergoing hospital treatment in Barcelona.

Ë APASCIDE (Asociación de Padres de Niños Sordociegos): creating the

first occupational and residential centre for deaf and blind children in

Seville.

Ë INFANCIA SIN FRONTERAS for its Lucha contra la Malaria (Fight Mala-

ria) campaign in Niger.

Ë FUNDACIÓN GRUP SET FOR ITS HACIA LA CONCORDIA A TRAVÉS DE

LA MÚSICA (harmony through music) programme.

Ë Sponsoring the II “EL CHUPETE” CHILDREN’S ADVERTISING FESTIVAL,

which focused on advertising in new technologies.

Ë Donating advertising spaces free of charge in ANTENA 3 TV, ONDA

CERO and MOVIERECORD. In 2006, the following institutions benefi-

ted from this programme: Banco de Sangre de Barcelona (Barcelona

Blood Bank), Save the Children, the Ayudemos a un Niño association

and the Más Vida foundation.

FUNDACIÓN ANTENA 3 HAS OFFERED ITS ASSISTANCE, IN THE FORM OF DONATIONS AND SPONSORSHIP, TO DIFFERENT INSTITUTIONS AND FOUNDATIONS:


SOCIAL AND CULTURAL INITIATIVESIn 2006 – more so than in any other year –

ANTENA 3 TV took to the streets, making direct

contact with the general public, and engaging it

in social and cultural initiatives.

In 2006, ANTENA 3 TV’s social activities got un-

der way with the traditional Traffic Campaign.

This year several formulas were employed.

For the second successive year, the Easter holi-

day exodus was marked by ANTENA 3 TV’s and

ONDA CERO’s road safety campaign, carried out

in conjunction with FUNDACIÓN ANTENA 3.

As in previous years, this campaign targeted

areas such as speeding, use of the seatbelt,

consumption of alcohol, etc.... The 2006 slogan

was NO CORRAS NENG. This campaign featured

Estopa, the Spanish rock group, and Neng de

Castefa, with their version of the famous song

PRECAUCIÓN, AMIGO CONDUCTOR (Be careful

at the wheel, my friend). Hundreds of spots were

aired on ONDA CERO and EUROPA FM, together

with the TV campaign. In the largest cities, half

a million stickers were handed out at strategic

departure points on the most important dates.

4000 drivers were given free CDs with music,

and campaign members were out in force at

1000 service stations to remind people to drive

carefully.

This year, the start of the summer holiday exodus

coincided with the coming into force of the new

License by Points law. ANTENA 3 TV broadcast

EL GRAN TEST DE LA CONDUCCIÓN (THE BIG

DRIVING TEST), and made use of the same initiati-

ves deployed in the Easter campaign: radio spots,

small adverts in the leading Spanish broadsheets

and full-page adverts in magazines. ANTENA 3 TV

also handed out 100,000 invitations for taking

part in El gran test de la conducción.

COLLABORATION WITH FUNDACIÓN ANTENA 3ANTENA 3 TV, FUNDACIÓN ANTENA 3 and

UNIPUBLIC have been awarded the European Road

Safety Charter as a result of all these initiatives.

On the Sant Jordi feast days on 21, 22 and 23

April, ANTENA 3 TV, FUNDACIÓN ANTENA 3,

ONDA CERO, EUROPA FM and the Barcelona

City Council organised the UN LLIBRE PER UN

REGAL campaign. Viewers and listeners were en-

couraged to do their bit towards helping society

at large by donating books to the Sant Joan de

Déu Children’s Hospital.

Last December, ANTENA 3 TV and FUNDACIÓN

ANTENA 3 broadcasted a special INOCENTE,

INOCENTE gala which raised funds to fight

against children’s cancer, so helping some of the

most vulnerable members of society.

From 19 May to 14 October, A3 joined the Spa-

nish rock group Estopa on tour, helping to bring

home to young people the message of the road

safety campaigns.

ATRES ADVERTISING allows advertisers to associate themselves with actions that are of great social interests


3�SOCIAL RESPONSIBILITY

On 27 May, in Madrid and on 3 June, in Barcelo-

na, ANTENA 3 TV presented APASSIONATA, the

world’s biggest equestrian show.

In 2006, ANTENA 3 TV carried out many other

activities with children, young people and, gene-

rally speaking, with anybody who felt like having

fun and taking part in other activities taking pla-

ce on the street.

From 16 to 18 March, ANTENA 3 TV and ONDA

CERO oversaw the VENTE CON NOSOTROS DE

FALLAS campaign in Valencia, in conjunction

with the Valencia City Council. Over this 3-day

period, five coaches were put at the disposal of

any viewers and listeners who wished to go on a

tour of Valencia’s most important fallas (the fallas

are the large figures prepared and burned during

the Festival of San José in Valencia).

28 May, Madrid: ANTENA 3 TV, together with the

Madrid City Council, offered viewers the chance

of taking part in a unique event: an attempt to

create the LARGEST FINGER PAINTING IN THE

WORLD, thereby setting a Guinness World

Record ®. Around 3,000 children used 2,000

kilos of paint to achieve their common goal of

painting a 1,170 m2 canvas.

In the summer, ANTENA 3 TV was again in the

thick of things with the III JUNIOR CYCLING

VUELTA, in which 6,000 children took part.

GRUPO ANTENA 3 AND THE ENVIRONMENTThe companies in GRUPO ANTENA 3 have a mi-

nimal impact on the environment, when compa-

red with companies in other economical sectors.

However, this area is taken very seriously, and this

is particularly apparent in the company’s energy

saving plans and recycling of waste.

Energy is saved through rational management of

electrical consumption, chiefly in ANTENA 3 TV’s

studios and sets. Its lighting employs state-of-

the-art technology which allows considerable

energy savings.

By recycling office waste, such as paper, IT mate-

rial or video tapes, the company makes better use

of its resources, and also prevents potential envi-

ronmental damages (potentially pollutant wastes

are collected by specialised waste companies).

What is more, all the Group companies have equi-

pped their premises with containers for batteries

and paper collection (for subsequent recycling).

GRUPO ANTENA 3, eager to cover and respond

to the requirements of its audience, its adverti-

sers and its shareholders, and underpinned by

the skills of its employees, has consolidated its

position as the leading company in the multime-

dia commercial communications sector in Spain.

TRAINING 2006In recent years, ANTENA 3 TV has emerged as

a cutting-edge Company in the field of training.

Every year the company does its utmost to im-

prove the competitiveness and skills of its emplo-

yees, with the aim of being able to confidently

tackle future challenges.

In 2006, a great deal of effort has gone into

preparing our employees for the technological

changes posed by digitalisation, and for DTT.

The 2006 Training Catalogue contained 339

courses, mainly offering technical knowledge,

languages and business skills. 158 of these cour-

ses have been given to a total of 1,737 emplo-

yees, each of whom had an average of 20.6 tra-

ining hours, and a quality average of 8.2 points

out of ten.

The Company has also implemented a Manage-

ment training plan, the primary object of which

has been to develop different management skills

and so optimise managers’ performances. The

purpose here is to increase our organisation’s and

our teams’ ability to adapt to the forthcoming

changes in the sector posed by the emergence of

new competitors and the far-reaching technolo-

gical changes caused by DTT.

In 2006, ANTENA 3 TV organised an lnternship

Programme geared towards university students

and Professional Training pupils. 26 agree-

ments were signed with various training centres,

enabling 184 pupils to undergo work expe-

rience courses in the Company’s different lines

of business.

Furthermore, for yet another year, ANTENA 3

TV, together with Universidad Carlos III, the

University of Salamanca and Santillana Forma-

ción, has sponsored a Masters in Audio-visual

Company Management and an MBA in Televi-

sion Companies.

ATRES ADVERTISING with its multimedia focus, has the sales team with the most comprehensive vision

SOCIAL RESPONSIBILITY40

41

establishes two slots in which minors are affor-

ded protection:

l The general protection slot: From 06.00 to

22.00. During this period, programs aired

shall not include any contents not recom-

mended for children under the age of 18.

l The reinforced protection slot: Monday to

Friday from 08.00 to 09.00 and from 17.00

to 20.00; Saturdays, Sundays and national

holidays from 09.00 to 12.00. During these

periods, programs shall not include any con-

tents not recommended for children below

the age of 13.

The Code establishes a system whereby TV

contents are controlled by the operators. In

addition to the aforementioned signatories of

the Code, representatives of TV content pro-

duction companies and information professio-

nals shall take part in this system, through the

Self-Regulation Committee.

Furthermore, a procedure is established to mo-

nitor the application of the Code. Institutions

representing young people and children, parents

and teachers, consumers and users shall take

part in this procedure, and, together with the TV

operators who are the original signatories of the

Code, they shall constitute the Mixed Monitoring

Committee.

The bodies responsible for the monitoring and

control of the application of the Code have ope-

rated regularly since the Code came into force on

9 March 2005.

CODE OF SELF-REGULATION ON TV CONTENT AND CHILDHOOD This Code was signed on 9 December 2004 by

ANTENA 3 TV DE TELEVISIÓN, S.A., Gestevisión

Telecinco, S.A., Sogecable, S.A. and Radio Televi-

sión Española, and approved by the Spanish Go-

vernment on the same date as a complementary

mechanism in administrative and legal procee-

dings, deemed compatible with laws in force. In

2006, the new national TV operators, Veo TV, Net

TV and La Sexta, and the Autonomous Communi-

ty public operators forming part of la FORTA, also

signed the aforesaid Code.

The purpose of the Code is to ensure that the

following main requirements, amongst others,

are met:

l Reconciling the freedom of expression and of

programming of the signatory operators with

child protection principles, thereby ensuring

that television contents in certain time slots

are suitable for viewing by minors.

l Promoting parental control, in such a way

that parents or guardians are furnished with

a critical selection of the programs seen

by children.

l Safeguarding the basic rights of the children

taking part in TV programs.

TV operators are aware that within the concept

of minors defined by laws applicable, it is neces-

sary to distinguish between children and teena-

gers. Accordingly, the Code of Self-Regulation


ANTENA 3 TELEVISION

2006, A YEAR OF BIG CHANGES IN THE AUDIO-VISUAL SECTOR

Without a shadow of a doubt, 2006 has been

the toughest and most competitive year in

ANTENA 3 TV’s history. ANTENA 3 TV has proved

capable of maintaining the results reported in

2005, and its privileged market position, minimi-

sing the effects caused by the profound change

of panorama in the audio-visual sector.

ANTENA 3 TV stands out as the viewers’ No. 2

choice, maintaining its top spot amongst Spanish

families (22.4%), and with the leading position

amongst the younger viewers (under 24), with

a 26.3% market share (up 0.4%). These results

were achieved in a year in which we have seen

the emergence of five new Autonomous Com-

munity stations and over eighteen DTT channels.

What is more, on top of Cuatro, we saw the arri-

val of la Sexta, another general channel, which

broadcast the 2006 World Cup in Germany.

ANTENA 3 TV’s good results were particularly

significant in the first half of the year, especia-

lly in January and February, when it was the

top option.

To explain this performance, we need look no

further than ANTENA 3 TV’s programming grid,

which by virtue of its solidity, balance, stability,

and consistency, has proved compelling to the

different audience types, while viewers have

remained loyal as a result of the channel’s uns-

hakeable commitment to innovation and quality.

For the third successive year, ANTENA 3 TV was

Spain’s most valued channel, reporting sustained

growth over the last few years.

In 2006, ANTENA 3 TV has become the channel

for watching the most prestigious European com-

petitions. Indeed, ATRES ADVERTISING’s broad-

casting of the first phase of the UEFA CHAM-

PIONS LEAGUE reported the highest audience

figures for this competition of the last 7 years:

39% audience share and 6,352,000 viewers.

In ANTENA 3 TV’s ranking of its most watched

broadcasts in 2006, eight out of the top ten were

UEFA CHAMPIONS LEAGUE broadcasts (all with

over 6 million viewers). These figures confirm the

success of this formula.

LEADERSHIP IN NEWSIn 2005, ANTENA 3 TV pulled off a major coup,

unprecedented in Europe, by wresting the

Nº 1 position in news programs from a public TV

channel. In 2006, ANTENA 3 TV not only consoli-

dated this position but grew stronger.

ATRES ADVERTISING obtained its greatest power ratio in 2006

45The main broadcasts of ANTENA 3 NOTICIAS

reported a 22.9% audience share, vs. 21.7%

for TVE1. The undisputed dominance of

ANTENA 3 TV’s news programmes is shown by

the gap that has been opened up against TVE1:

1.2 points against the previous year. The leader-

ship is absolute both on weekdays and at the

weekends.

What causes viewers to believe and place their

trust in certain news programs? The answer

is the careful editorial position developed by

the country’s leading newsreaders. ANTENA 3

NOTICIAS 2, presented by Matías Prats, boasts a

23.1% audience share, with 2,965,000 viewers,

making it the most popular news programme

in 2006. In December 2006, it had been the pri-

me time leader for 26 months in a row. Not only

that, but Matías Prats still has the most highly

valued image amongst TV personalities and

continues to be the most popular newsreader

in Spain. In 2006, in fact, he was given the Gold

TP best newsreader award for the third time.

The air of renewal which has swept through

ANTENA 3 TV’s programming in 2006 has also had

an impact on its news programs. ESPEJO PÚBLICO,

one of the channel’s main hopes, has been reborn

as a new daily morning news programme/maga-

zine, after 10 years of being aired on Sunday af-

ternoons (and after winning numerous awards).

This new ANTENA 3 TV format is presented by

Susanna Griso, a “star” newsreader, and also,

according to the GECA 2006 image study, one of

the most highly valued.

CINEMA, ONE OF ANTENA 3 TV’S TRADEMARKSAnother star of television is film, one of the cor-

nerstones of ANTENA 3 TV’s programming. For

yet another year 8 of the Channels films were

ranked among the top ten most watched films of

the year. Not only does ANTENA 3 TV show the

best cinema, it showcases them: the promotion

of these films, in terms of frequency and creati-

vity, is one of the Channel’s most highly valued

features.

ANTENA 3 TV’s three most successful movie pro-

grammes are, EL PELICULÓN, CINEMATRIX and

MULTICINE. MULTICINE finished the year as the

leader in its time slot with 21.8%. EL PELICULÓN

(19.2%) and CINEMATRIX (19.2%) have become

the movie slots with the best image in national

television, according to GECA.

COMEDY REIGNS AMONG THE SERIES ON ANTENA 3 TVComedy is one of the riskiest and most difficult

genres in fiction but can also lead to big payoffs

in terms of audience. ANTENA 3 TV has clearly

committed to comedy and is the leit motiv of its

productions in 2006.

In 2006 LOS HOMBRES DE PACO has become

one of the most well-liked series after its premier

in 2005, reaching an audience share of 21.5%.

Comedy was also the protagonist of the recently

finished series AQUÍ NO HAY QUIEN VIVA and MIS

ADORABLES VECINOS, which were huge hits.

In 2006 ANTENA 3 TV recovered one of its most

successful family-oriented sitcoms of the last

few years: MANOLO Y BENITO CORPOREISION,

the updated version of MANOS A LA OBRA.

ICE AGE

FINDING NEMO

THE MUMMY

HUMAN TRAFFICKING

THE SIEGE

THE TRANSPORTER

SPIDERMAN

29.5%

30.0%

30.1%

25.0%

27.7%

24.0%

26.9%

5,658,000 viewers

5,352,000 viewers

5,012,000 viewers

4,588,000 viewers

4,553,000 viewers

4,387,000 viewers

4,350,000 viewers

ANTENA 3 TELEVISION

46

Another of the Channel’s cornerstones, apart

from news, is entertainment. ANTENA 3 TV has

a wide range of programmes and genres that

has been successfully backed by TV viewers.

With daily game shows like LA RUEDA DE LA

FORTUNA (The Wheel of Fortune) (25.7%),

leader of its time slot and one of the big hits in

2006; EL PRECIO JUSTO (The price is right). or

¿QUIÉN QUIERE SER MILLONARIO? (Who wants

to be millionaire?). To these must add 1 CONTRA

100 (1 vs. 100), once of the most successful inter-

national game shows.

Magazines are an essential part of genera-

list TV programming. In this genre stands out

EN ANTENA, which is broadcast in the afterno-

on and has already become a hit after being on

the air for only three months. This programme,

presented by one of the most popular faces in te-

levision, Jaime Cantizano, has revolutionised the

concept of magazine by avoiding the more shrill

elements of this format with new sections such

as the “lie detector”, which is the absolute lea-

der in its time slot with a 24.6% audience share.

This talk show has been such a hit that the com-

petition has been forced to copy the formula.

On 25 December, this sitcom premiered with

4,464,000 viewers and an audience share of

25.8%. This figure rose to 31.3% for the family

target.

While comedy has been the focus of our in-house

production, suspense and intrigue have domina-

ted our foreign fiction. Among the series shown

on ANTENA 3 TV stands out 24, the big winner

at the 58th annual Emmy Awards, the most pres-

tigious award in television.

Other well-known series shown are SIN RASTRO

(Without a trace) one of the most renowned

shows, receiving ten awards, including two

Emmys and NUMB3RS, which comes to Spain

backed after its success in the US and Europe.

VARIETY IS THE KEY TO SUCCESSANTENA 3 TV is already a hit in Spanish homes.

To achieve this, the Channel has researched, pro-

duced and acquired very productive and varied

TV programmes.

Instead of basing its success on a single format or

genre, ANTENA 3 TV seeks to meet the demands

of all types of audiences through comprehensive

programming. News, film and game shows, as

well as comedy, talk-shows, soap operas, series or

children’s programming form part of the Channel’s

programming, and is the best way to successfully

reach the widest range of audiences.

This makes ANTENA 3 TV the most valued news

programmes. ANTENA 3 NOTICIAS is clearly the

news programme par excellence after two conse-

cutive years as audience leaders, even increasing

their lead over its competitors.

ATRES ADVERTISING manages diverse programming that offers all types of audiences for advertisers

ANTENA 3 TELEVISION

4�The long-running and most successful talk-show

on television can also be seen on ANTENA 3 TV.

EL DIARIO DE PATRICIA (23.4%), is by far the

leader of the afternoon time slot, with new sto-

ries, encounters and emotions.

And when talking about entertainment, we must

always mention comedy. Late night belongs to

ANTENA 3 TV thanks to BUENAFUENTE, which is

a favourite of both the critics and viewers, having

won the TP Gold and Ondas awards. Another

comedy hit is HOMOZAPPING, the hottest, most

humorously critical show dedicated to its version

of the NEWS.

ANTENA 3 TV also stands out in sports. The most

popular of all competitions in the king of sports

is shown for free on ANTENA 3 TV: the UEFA

CHAMPIONS LEAGUE. The first stage broadcast

on our channel has obtained the largest audien-

ce of the last 7 years.

The fact that ANTENA 3 TV is a favourite among

kids, the most watched year after year, is no-

thing new. Children’s programming is one of the

Channel’s cornerstones which stands out for its

continuity. Successful products such as MEGATRIX

with more than 11 years on the air or the

cartoons favoured by viewers THE SIMPSONS,

this year’s TP Gold and SHIN-CHAN, make

ANTENA 3 TV the most imaginative and fun

channel in Spanish television.

ATRES ADVERTISING makes an extensive catalogue of advertising formats available to advertisers

ANTENA 3 TELEVISION

In every aspect, ANTENA 3 TV is, according to

GECA, the leader in film, soap operas, and natio-

nal and foreign series, which explains why it has

more films among the top ten most watched of

any other channel in 2006.

As regards the soap opera, ANTENA 3 TV can

boast the success of PASIÓN DE GAVILANES,

EL CUERPO DEL DESEO and RUBI. The soap

opera can hit a younger note as well, as with

REBELDE, which has become a mass pheno-

menon: its sound track went double platinum

in Spain. As regards national series, along with

the well-known hits, AQUÍ NO HAY QUIEN VIVA

and MIS ADORABLES VECINOS, this year ano-

ther series, which began at the end of 2005,

has taken root with the Spanish public:

LOS HOMBRES DE PACO. In foreign fiction,

24, along with SIN RASTRO and NUMB3RS

make up our programming.

ANTENA 3 TELEVISION HAS THE BEST IMAGE

For the third straight year, ANTENA 3 TV has

been the channel with the best image and the

most highly valued by Spanish viewers according

to the 2006 GECA Image Index. With an avera-

ge score of 6.71, the Channel is the top-ranked

and, despite the arrival of new operators in

the Spanish television market – Cuatro and

La Sexta –, increased by 0.20 points compared

to 2005.

ANTENA 3 TV stands out for yet another year

as the channel with the highest score in series

– both national and foreign – and entertainment

programmes. Its film slots EL PELICULÓN and

CINEMATRIX are the most highly rated by Spa-

nish viewers.

Likewise, according to the GECA Index, Matías

Prats is the best professional in Spanish televi-

sion.

SERIESWith an average score of 7.11 (+0.25 against

2005), the series on ANTENA 3 TV – both na-

tional and foreign – have obtained the highest

score.

The channel is the highest rated in terms of na-

tional fiction, where it obtained an average score

of 7.19, and foreign fiction as well, by obtaining a

rating of 7.04. Meanwhile, THE SIMPSONS is the

highest-rated cartoon: 6.98.

ENTERTAINMENT PROGRAMMESWith an average score of 6.15, ANTENA 3 TV

is the highest-rated Channel by Spanish viewers.

BUENAFUENTE and HOMOZAPPING are the

top-ranked.

FILMEL PELICULÓN and CINEMATRIX are the movie

slots with the best image in national television

with a rating 7.04 and 6.49 respectively.

TV PERSONALITIESMatías Prats is for the second straight year the

TV professional with the best image in Spanish

television with an average rating of 8.06 (+0.32

against 2005 and +0.68 opposed to 2004).

Matías Prats is also the only television personali-

ty whose rating exceeds eight points.

NEWS PRESENTERSThe news presenters at ANTENA 3 NOTICIAS are

the top rated in for the two main news hours:

Matías Prats, besides being the TV personality

with the best image, is also the best news presen-

ter, with an average rating of 8.06.

Susanna Griso stands out as the best lunch time

news presenter with a rating of 6.58 (+0.20

against 2005).

ATRES ADVERTISING imbues the image of programmes in commercial values for advertisers

49LEVEL OF ENTERTAINMENT

1 ANTENA 3 TV 6.71

2 TELE 5 6.69

3 TVE-1 6.28

4 CUATRO 6.20

5 LA 2 6.18

6 LA SEXTA 5.77

MOST VALUED FOR ITS SERIES

1 ANTENA 3 TV 7.11

2 TELE 5 7.01

3 CUATRO 6.61

NATIONAL SERIES

1 ANTENA 3 TV 7.19

2 TELE 5 7.19

3 TVE-1 6.66

FOREING SERIES

1 ANTENA 3 TV 7.04

2 CUATRO 6.89

3 TELECINCO 6.76

ENTERTAINMENT PROGRAMMES

1 ANTENA 3 TV 6.15

2 TELE 5 5.98

3 TVE-1 5.95

FILM RANKING

1 EL PELICULÓN 7.04

2 CINEMATRIX 6.49

3 VERSIÓN ESPAÑOLA” 6.48

TV PERSONALITIES 2006

1 Matías Prats 8.06

2 Jesús Vázquez 7.85

3 Bertín Osborne 7.60

NEWS PRESENTERS

1 Matías Prats 8.06

2 Iñaki Gabilondo 7.17

3 Pedro Piqueras 6.92

4 Lorenzo Milá 6.87

5 Susanna Griso 6.58

SOURCE: GECA Index 2006

ANTENA 3 TELEVISION

UNIPREX

One of GRUPO ANTENA 3’s greatest assets is,

without a doubt, radio; a market in which the

Company owns two established and unique

stations: ONDA CERO and EUROPA FM

The radio map, while waiting for new frequency

concessions as a result of the new Technical Plan,

has not undergone significant changes. Howe-

ver, UNIPREX’s growth outlook has been con-

firmed. In 2006, with audience increase of 6%

compared to 2005, radio has been yet another

success store for the GRUPO ANTENA 3. ONDA

CERO has consolidated its leadership in terms of

profitability per listener and has almost doubled

its profits compared to the previous year.

With revenues of up to 100 million euros and

a gradually growing audience share, especially

in music radio, UNIPREX has achieved two main

objectives: be one of the leading radio stations,

based on a unique style that is different from the

polarisation of the competition and also become

a company whose profitability grows beyond the

market average.

The commercial effort made by ATRES

ADVERTISING, the GRUPO ANTENA 3’s company

that manages advertising in radio, the print press,

television and cinema, has allowed ONDA CERO

to obtain a turnover per listener that is twice that

of the competition.

These historic results have been obtained

thanks to the complementary nature of natio-

nal and local advertising, as well as the ability

to adapt commercial resources to the new mar-

ket demands.

For a company that had been running a deficit

until 2004, it is even more remarkable that it has

obtained an EBITDA margin of 25% in 2006,

which brings us closer to the levels reached by

the leading channel in the sector.

ATRES ADVERTISING obtains the greatest commercial effectiveness in radio as well

ONDA CERO: THE MOST PROFITABLE RADIO

We try to make our programmes pleasant, where

irony is more important than being aggressive, as

our professionals listen closely to the audience’s

demands.

CARLOS HERRERA: THE BEST COMMUNICATOR IN SPANISH RADIOCarlos Herrera is also a master in the art of ma-

king news entertaining, mixing current events

with the most incredible stories of people who

call the show. The host of HERRERA EN LA ONDA

adds a unique style, a way of looking at life.

His talk shows are the most diverse in Spanish

radio, with a cast of regulars made even better

by new personalities who have recently come

on board. New sections have also been added

– among them “voices in the news”– as well as

new approaches and collaborators who make

the show even better.

The answer to the mornings with Carlos Herrera

in the afternoon has a name: GOMAESPUMA.

Guillermo Fesser and Juan Luis Cano live the

moment in their own peculiar way and Internet

events accordingly. They do not shy away from

being critical or provocative, but their way of do-

ing radio is enriched everyday by the complicity

and spontaneous participation of listeners.

53Another of UNIPREX’s goals is to make

EUROPA FM one of the best music stations, with

highly valued product and an increasingly more

loyal audience. The changes made in program-

ming, with a more dynamic morning show and

more exciting and provocative programmes at

night, have already started to bear fruit. This was

made possible due to market research, product

assessment, with an average listening time of

162 minutes per audience member, and an au-

dience whose increase was just confirmed by the

Estudio General de Medios.

CREDIBILITYONDA CERO, with two million listeners, is one

of the leasing radio stations, with its acceptan-

ce and credibility helping it gain audience share

in a changing and very competitive market. Its

current programming is designed for the two mi-

llion listeners that listen to ONDA CERO everyday,

without counting the 500,000 that continue to

tune into EUROPA FM’s broadcast.

In radio there is not remote control. Listeners

identify with voices, a recognisable style and way

of understanding life and communication. The-

refore the main focus of the last two seasons has

been precisely to combine growth with stability

and the consolidation of programming based on

informing and entertaining.

EUROPA FM: GREAT MUSIC RADIO

54At night, its time to the day’s events with the

LA BRÚJULA, a news and opinion programme

that is directed and presented each season by

Carlos Alsina. This is also a show that deals with

the news in a special way, with a touch of irony

and without the dogmatism heard on other sta-

tions. This night time news programme has been

slowly winning over followers, as can bee seen

by the growing number of listeners that tune

into LA BRÚJULA on ONDA CERO.

Also growing is the number of listeners who

follow the news and controversies in Spanish

sports, with Iñaki Cano. AL PRIMER TOQUE, after

taking on this new director and presenter, now

has a faster pace and doe not shy away from but

rather embraces debate and provocation. Late-

night sports on ONDA CERO is above all a stage

open to discussion, where you can hear all types

of voices and opinions on the world of sports.

A similar style can be heard early mornings, from

Monday to Friday, with Luján Argüellas. Or on

the weekends with the magazine talk show di-

rected and presented by Isabel Gemio on Satur-

day and Sunday mornings, early morning with

Juan Antonio Cebrián or the always entertaining

and fun RADIOESTADIO with Javier Ares and

Javier Ruiz Taboada.

ONDA CERO’s news is the backbone of its pro-

gramming. They are achieving prestige and credi-

tability base on the professionalism and rigour of

its programmes, helping the channel improve its

results. Respect for different opinions and sensiti-

vities seen in our society is the best distinguishes

the news directed by Julián Cabrera.

‘YOU DESERVE THIS RADIO’The success of ONDA CERO and EUROPA FM is

based on our attractive products, in which the

various pieces fit together and the contents are

chosen by only taking into account the demands

and needs of listeners. Our radio station has po-

pularised the slogan “te mereces esta radio” (you

deserve this radio) as proof of our commitment.

UNIPREX GROWS WITH DTTTo these two products, UNIPREX adds a third,

which has just started and complements the

other two: VER-T. Our commitment to local te-

levision, within UNIPREX, is one of this season’s

new surprises. In 2006 digital terrestrial television

has taken off locally in Spain. New horizons have

opened in the media and the GRUPO ANTENA 3,

true to its commitment to grow and be present

in various markets, has not wanted to wait on

the sidelines. From the beginning our objective

has been to link local television with radio, there-

by establishing the greatest number of synergies

possible between their contents.

UNIPREX

55

Therefore, UNIPREX TV, a subsidiary of UNIPREX,

is in charge of managing all the local television

licenses it is awarded. It already has licenses in

Madrid, Catalonia and Valencia (currently, it is

applying for new concessions in Seville, Malaga

and the Canary Islands). UNIPREX, which opera-

tes with the trade name VER-T, started broad-

casting on 4 September 2006 in Madrid, Alcalá

de Henares, Alcobendas and Fuenlabrada. In the

short and mid-term it will also begin broadcast in

Torrent (Valencia) and Cornellá (Barcelona).

VER-T is a new way of doing local television, ba-

sed on familiarity, plurality and the continuous

participation of viewers as the main creators of

the programming. VER-T intends to be an audio-

visual bridge between citizens and their surroun-

dings with proposals for news and activities for

the entire family.

Apart from broadcasting VER-T, UNIPREX TV

covers ANTENA 3 TV in the audiovisual produc-

tion that the channel does for ES.MADRID, the

local television channel for the Town Hall of Ma-

drid. This experience, the first of its kind in the

Group, opens new business prospects based on

the production of audiovisual contents for third

parties, mainly for those publicly owned local

television operators that want production with

strict cost control while providing high quality.

UNIPREX’s good results are also the fruit of

the effort and resources provided by the

GRUPO ANTENA 3. The restructuring of resour-

ces, both in terms of the marketing carried out

by ATRES ADVERTISING, as well as in terms of

administration, human resources and financial

management are the bases for achieving ever

more ambitious objectives.

ATRES ADVERTISING with its sales network, also seeks to be the leader locally

UNIPREX

MULTIMEDIA AND MOVIERECORD

MULTIMEDIA AND MOVIERECORD:EMERGING BUSINESSES

In order to concentrate all of the GRUPO

ANTENA 3’s multimedia initiatives and promote the

company’s presence in the digital World, in 2006

ANTENA 3 MULTIMEDIA, S.L.U. was formed.

This new company has a flexible structure, fo-

cused on constant innovation and the search

for new lines of business based on the philoso-

phy of turning the audience into a user and the

viewer into a customer.

Interactivity is not a challenge, it is a reality that

transforms into a wide range of contents and

products. ANTENA 3 TV’s viewers are closer to

their favourite contents because they can parti-

cipate, choose, buy, comment or be in contact

with people who have their same taste. They ob-

tain information and entertain themselves with

television content, at the cinema, their mobiles,

on the web, via digital broadcast, in Spain or

the Americas.

The public transcends the world of television and

radio through other formats such as Film, Inter-

net, fixed and mobile telephony. These are plat-

forms that complement each other and, thanks

to the work of the license and merchandising de-

partment of ANTENA 3 MULTIMEDIA, they beco-

me new lines of business that have opened roads

travelled until now by other types of media.

Obtaining in-depth knowledge on the con-

sumption habits, interests, and tastes of our

viewers in order to offer them telephony, mer-

chandising and audiovisual products is of the ut-

most importance in the present so that we can

grow beyond the advertising “ceiling”.

Therefore, we have had to implement a techno-

logy investment policy that allows us to optimise

our human resources and production even more,

while diversifying into other fields of action. In

multimedia, contents have been integrated into

non-conventional mediums: Internet, fixed and

mobile telephony, Teletext, Canal de Noticias

a3n24, as well as CDs or very successful maga-

zines.

At the cinema, MOVIERECORD is still the indis-

putable leader of the advertising market in this

sector. And ANTENA 3 TV’s DTT offers its pu-

blic the most attractive contents on its two new

channels: ANTENA.NEOX and ANTENA.NOVA.

In short, ANTENA 3 MULTIMEDIA, GRUPO

ANTENA 3’s spearhead to position itself in emer-

ging businesses that are complements or close to

television and radio.

The new company is consists of two areas – Sales

and Contents – which are in charge of defining,

developing and maintaining all the new initiati-

ves in the various media and formats in which it

operates. Specifically, its activities are divided into

Telephony, Licenses, Internet and Others.

ATRES ADVERTISING complements the reach of TV with impacts in segmented and quality audiences


5�Ë TELEPHONY l Premium Rate Products: Premium telephony

products connect viewers with ANTENA 3 TV.

Through these services, given special rates

by the operators, viewers can participate in-

teractively with the channel’s programmes

such as, LA RUEDA DE LA FORTUNA (Wheel

of Fortune) or ¿QUIÉN QUIERE SER MILLO-

NARIO? (Who wants to be a millionaire?),

among others.

The public’s response has been so positive to

these services over the last few years that in

the last year the Channel has created late-late

night formats for those viewers who want to

participate in programmes such as ADIVINA

QUIÉN GANA ESTA NOCHE.

The contxta services; sms designed to perso-

nalise mobile phones are in step with the new

uses of 3G handsets. The telephone informa-

tion service 11843 is designed to handle the

queries most requested by users, mainly spe-

cialising in leisure and entertainment.

l News Service 303: ANTENA 3 TV is the first

company to offer information via mobile te-

lephone. The News Service 303 has created

the largest subscriber base to receive the

main news alerts on their mobile phones.

This is a service that also allows users to lis-

ten to hourly bulletins that cover all aspects

of current events: national news, sports, eco-

nomy, sport, society, culture, the weather

or lotteries.

More than 40 million calls and sms, equal to

70,000 hours in consumption have made the

303 one of the leading information services via

mobile in Spain.

l Other contents for mobile : Along with the 303,

we have the largest alert service for immigrants.

To be more specific, this consists of nearly one mi-

llion sms with news from 10 countries for 12,000

subscribers to the MI TIERRA service. The MMS

subscribers have received more than two thou-

sand current affair news items, sports or cinema

with photos, on both Movistar and Vodafone. Fur-

thermore, the WAP and I-Mode portals maintain

the most complete information with services and

downloads of our best programmes and series.

l Television on your mobile: ANTENA 3 TV has

achieved important technological developments

for mobile phones.

ANTENA 3 TV viewers, through live televi-

sion channels, can have fun by downloading

ANTENA 3 TV’s hit series and programmes. The

download and streaming figures of the two main

mobile operators, confirm the leadership of our

television station in the mobile world.

In 2006 we launched a pioneering video news

alert service which has been well received

by users who see the mobile as a useful tool to

keep informed.

Driven by this quest to be on the cutting edge

of technology, ANTENA 3 TV is involved in two

Digital Video Broadcasting Handheld ( DVB-H)

pilot projects being carried out in Spain, in colla-

boration with Movistar ( Madrid and Barcelona)

and Vodafone ( Valencia and Seville), and Amena

( Gijón and Zaragoza).

Ë LICENSESProducts designed for young audiences, such as

the MP4 music reproducer for the group RBD, the

REBELDE series, or Neng’s Game for the Playsta-

tion have given a bid boost to the licensing de-

partment.

Although the music market is going through

tough times, more than half a million units have

been sold in projects such as RBD, the group from

the REBELDE series; Pignoise, BSO from the LOS

HOMBRES DE PACO series; and LOS MÁS DE LA

FIESTA. We should also point out the substantial

sales of UPA DANCE in France and Italy.


60

six million for the year; in total, almost 400 mi-

llion pages visited (13% more than in 2005).

Furthermore, we have introduced new sales for-

mats through spots shown before watching vi-

deos, which has been well-received by announ-

cers and constitutes a new line of business.

Internet can be exploited as many ways as our

imagination will allow. Towards this end we have

created a virtual community called TERCERA

AVENIDA, which in barely five months already

has two hundred thousand subscribers registe-

red, with the possibility to own their own gra-

phic character in the community to play, have fun

communicate, chat and participate in contests.

One of the world’s most exciting sporting events,

the CHAMPIONS LEAGUE, can be followed on

Internet on the web site TERRITORIO CHAM-

PIONS, and through the on-line broadcast that is

aired free on ANTENA 3 TV. The IPTV experience

does not end there because in October the a3no-

ticias24horas channel premiered, also on Inter-

net, thereby enabling many viewers to access the

Channel’s information services from anywhere in

the world.

Our products are rounded out by the sports web-

sites lavuelta.com and todociclismo.com, as

well as the sites dedicated to large productions

such as the LOS BORGIA.

Ë OTROS CONTENIDOSl Canal a3n24: It is broadcast 24 hours a day with

continuous information that is updated in real

time. Under a concept that is similar to Internet,

current events are dealt with by using headlines

related to general news, as well as stock, sports

and meteorological information. This is a multi-

media channel that can be seen via IPTV or mobi-

le.

l Teletexto: In terms of news, and despite the arri-

val of two new television channels, ANTENA 3 TV’s

teletext has increased its market share by 4%.

Nearly 400 million hits a year for the largest and

most complete information with news, real time

information related to the stock market, traffic,

sports, agenda and programming.

l ANTENA 3 INTERNACIONAL: Canal Internacional

has consolidated its position in the pay TV market

in Latin America and the U.S throughout 2006.

ANTENA 3 TV’s programming reaches more than

5 million homes in around 20 countries through

the main cable and satellite networks. Its program-

ming includes the Channel’s fictional series and


In 2006 we have continued to carry out promo-

tions with various publishing groups, where we

have offered DVS’s of our most successful series.

In the publishing sector, the Megatrix

Magazine is a monthly meeting place with

ANTENA 3 TV’s youngest viewers and the perfect

vehicle for cross-advertising with announcers.

We have also created a Promotional Marketing de-

partment, which continuously offers promotions

to announcers along with ANTENA 3 TV products

as an incentive to shop.

Ë INTERNETIn 2006 the GRUPO ANTENA 3 has intensified

and reshaped its presence on the Internet in order

to provide more contents, services and tools to its

viewers and listeners.

Through antena3.com and ondacero.es we

have stayed in direct contact 24 hours a day

with the people who follow our programmes

and series. We have also signed collaboration

agreements with prestigious portals such as

Yahoo Spain.

The more than 30 web sites that show the Chan-

nels most successful contents on the web are an

example of how the interactivity and convergen-

ce between television and Internet is not only

possible but also rewarding.

ANTENA 3 TV sees Internet as a window that

goes beyond the television broadcast, an op-

portunity that enables it secure loyal viewers 24

hours a day. The OJD’s official numbers for 2006

confirm it: a monthly average of a million and a

half users, 50% more than last year; the number

of hits has grown by more than 100%, reaching

61MULTIMEDIA AND MOVIERECORD

ATRES ADVERTISING strives to be the market leader, and is present in emerging media that could interest advertisers

entertainment, current events and informational

programmes. Canal Internacional also broadcast

shows produced specifically for Latin American

viewers.

l ANTENA 3 EDITORIAL: ANTENA 3 EDITORIAL is

ANTENA 3 TV’s music publisher, which not only

publishes and manages the rights of our chan-

nels’ music programmes but also is entering the

other areas of music publishing related to the

broadcasting of music programmes.

Ë CINEMA / MOVIERECORDIn 2006 MOVIERECORD’s screen share increased

3% compared to 2005, up to 45%, thereby con-

solidating its leadership in the sector.

After the company showed losses for five conse-

cutive years, and backed a variable contract model

with the cinema operators, for the first time the

income statement has shown a positive balance.

This was due to three main factors: maintaining

the leading rating, improving the percentage of

expenses over sales and increasing the sales per

screen ratio.

Ë DTTANTENA 3 TV is the first Spanish audiovisual

company to invest in the production of program-

mes for DTT. In their first year, ANTENA.NEOX

and ANTENA.NOVA have become the most

watched channels on DTT, among the new chan-

nels. Both broadcasts, along with a third that

doubles in ultra digital quality, the Channel’s ana-

logue programming, make up ANTENA 3 TV’s

current digital terrestrial television.

ANTENA.NEOX, the channel designed for chil-

dren and young people and teenagers, heads the

monthly audience ranking of the new channels.

ANTENA.NOVA has become the new channel for

family programming. Apart from national and fo-

reign series, both channels have premiered more

than a dozen new programmes in the last

quarter of 2006. This means that ANTENA 3

TV has invested more than any other Spanish

audiovisual company in the production of

programmes for DTT.

In December 2006, a year after its launch,

DTT represented 4% of TV audiences, with

over 2 million people watching a DTT chan-

nel every day. ANTENA 3 TV is committed to

this technological change, which will be con-

cluded in 2010 when analogue television is

finally switched off. This will also change the

way we watch and make television.

UNIPUBLIC

UNIPUBLIC:CREATING EVENTS

In 2006 UNIPUBLIC solidified its position as

a company specialised in the organisation of

events. Its diversification plan has led to the crea-

tion of new lines of business that have enabled

UNIPUBLIC to become one the lost important

companies in this sector.

UNIPUBLIC designs and develops all kinds of

sporting events, organises roadshows and pro-

motional tours, from creating the idea to its im-

plementation providing its customers with com-

prehensive project management.

A YEAR OF DIVERSIFICATIONUNIPUBLIC organised the 62ND VUELTA DE

ESPAÑA bicycle race, which has been one of the

best in terms of competition and participation, as

well as the involvement of the fans in the street

and the media, resulting in a 5.6 point increase

in television audience share with respect to last

year. However, 2006 was about more than just

cycling for the company. Since becoming part of

the GRUPO ANTENA 3 two years ago, UNIPUBLIC

has been organising various events in other areas

such the ESPACIO AVANZA road-show designed

to inform the public about information technolo-

gy after winning a public bid called by Red.es, a

company owned by Ministry of Industry, Tourism

and Commerce. Or the event for the Town Hall

of Madrid which required the installation, orga-

nisation and setting up the ice-skating rink and

snow slide in AZCA for Christmas 2006.

The other roadshows created, developed and

carried out by UNIPUBLIC have covered part of

its business in 2006 with tours throughout the

entire peninsula for clients such as Unión Fenosa,

Hewlett Packard, and ANTENA 3 TV itself. With

the TERRITORIO CHAMPIONS 2006 roadshow.

ATRES ADVERTISING offers its clients 360º communication

65As regards the organisation of sports events,

we should point out the First International

MADRIDERS OF FREESTYLE MOTORCROSS Cup,

an event that has allowed UNIPUBLIC to enter

the world motocross combining spectacle (light

show, live DJs, cheerleaders,...) with the expecta-

tion associated with this extreme sport. Córdoba,

Granada, Badalona and Leganés were chosen as

the stages to show the amazing jumps and acro-

batics of eight riders from various countries.

Basketball has also been one of the protagonists

after reaching an agreement with the Madrid

Town Hall to organise the COPA DEL REY 2006.

UNIPUBLIC was in charge of the logistics and

management of tickets.

UNIPUBLIC AND THE MILLION DOLLAR RACEIn 2006, UNIPUBLIC laid the foundation for what

will be its most ambitious project in 2007: THE

ABU DHABI CYCLING RACE OF CHAMPIONS.

This race will be take place in November of 2007,

divided into three stages, with an overall distance

of 200 kilometres. The best cyclist from all over

the world will fight for the one million dollar

prize: the winners of the general classification

and the classification by team of the Giro, Tour

and Vuelta.

UNIPUBLIC

ATRES ADVERTISING

ATRES ADVERTISING: LEADING THE ADVERTISING MARKET

For yet another year the advertising market con-

tinues its upward trend, growing faster than the

GDP. Television, press and radio, three of the four

media that ATRES ADVERTISING manages, are

the mediums that corner almost 80% of total

advertising market.

Within this situation and after its second year in

business, ATRES ADVERTISING once again soli-

dified its leadership in the advertising market by

capturing 14% of investment in conventional

media, which represents an increase of 4.4%

compared to last year.

Its highly effective marketing, which is ATRES

ADVERTISING’s main objectives in each and

every one of the media that it commercialises, is

the main reason it is at the head of Spanish ex-

clusive advertising companies. The power ratios

achieved in each format show how ATRES AD-

VERTISING has managed to obtain the maximum

return from the respective audiences.

ANTENA 3 TV, LEADER IN PRICE THANKS TO THE qUALITY OF ITS AUDIENCE ATRES ADVERTISING has positioned ANTENA 3

TV as the leader in cost / grp in television. The

Channel’s audience has been essential in convin-

cing the market to pay a higher price in 2006,

which demonstrates the quality of each one of

its impacts.

In a complicated year in which competition

in the television sector intensified due to the

entry of two new national channels, ANTE-

NA 3 TV closed the year with a turnover of

837 million euros

THE LISTENERS WITH THE GREATEST COMMERCIAL CAPACITY TUNED INTO ONDA CERO AND EUROPA FMIn radio ATRES ADVERTISING sells impacts in

an audience with an excellent consumer profile.

ONDA CERO is the generalist channel with the

best audience profile: equal mix of both sexes,

young listeners from the upper and middles clas-

ses, urban and with intermediate to higher edu-

cation – data extracted from EGM Radio XXI 3ª

release 2006, Monday to Friday –.

EUROPA FM, after reaching its record high au-

dience share in the 3rd release 2006 of EGM

with 516,000 listeners, places it among the five

top radio stations and the music channel that is

growing the fastest.

With such a high quality audience, ATRES

ADVERTISING has obtained a turnover of 94 mi-

llion euros in 2006, which represents a growth

rate of 3.8% against of 2005 and revenue

per listener that easily beat that of its most

direct competitors.

6�

TTV

10.5%

ANTENA 3

14.1%

TTV

4.5%

ANTENA 3

6.5%

TTV

3.2%

ANTENA 3

10.0%

TTV

4.5%

ANTENA 3

9.2%

1º TRIMETRE 2006 2º TRIMETRE 2006 3º TRIMETRE 2006 4º TRIMETRE 2006

POWER RATIOS VS MAIN COMPETITORS

SOURCE: TV, Estimate Marketing ATRES ADVERTISING Dpt.2006. Adults

SOURCE: Radio, IPO Marketing ATRES ADVERTISING Dpt. and EGM 3rd release 2006

SOURCE: Cinema, Estimate Marketing ATRES ADVERTISING Dpt.and Nielsen EDI audience share 06

SOURCE: Estimate of Marketing ATRES ADVERTISING Dpt. National conventional advertising costs of GRP’s in Adults

EVOLUTION ANTENA 3 TV GRP COSTS VS MARKET

ANTENA 3

1.47Telecinco

1.41

ONDA CERO

2.0

SER

0.85

MOVIERECORD

1.18SCREEVISION

0.80

ATRES ADVERTISING

�0 ATRES ADVERTISING

MOVIERECORD, KING OF THE MOST RECOGNISED MEDIA In the advertising business of the big screen,

MOVIERECORD is once again the clear leader in

terms of reach, audience and cinemas.

Today it has 1,700 screens, representing 43%

of the audience, which has enabled ATRES

ADVERTISING to absorb 54% of the adver-

tising investment in cinema. The reason for

its success is clear: a quality circuit and the

greatest coverage in the market at the adverti-

sers’ disposal.

PRINT PRESS, A CREDIBLE AND PRESTIGIOUS COMPLEMENT TO MULTIMEDIAOne of the challenges ATRES ADVERTISING fa-

ced in 2006 was entering the print press market.

ADN was launched on March 1st., and backed

by this company as a marketer. In the latest re-

lease by EGM it is already the sixth most read

daily in general information, in an environment

of growing investment in print media where free

dailies are the main driver.

Regionally speaking, this challenge once again

constitutes the success of the company’s com-

mercial effectiveness. In one year of marketing

the media of the Joly Group, La Gaceta de Sala-

manca and Diario de Navarra, ATRES ADVERTI-

SING has been able to increase their advertising

turnover by 6% overall.

What makes ATRES ADVERTISING stand out

is its ability to develop multimedia campaigns.

Advertisers can take advantage of the synergies

between the company’s media and obtain inte-

grated advertising that can rely on the qualitative

benefits of each media format. ATRES ADVERTI-

SING offers new commercial formulas that provi-

de added value: creativity in the media.

Television, radio, press and cinema are the media

that ATRES ADVERTISING has been commercia-

lising until now. However, in keeping with its di-

versification strategy in search of new formats,

the company continues to look for new adverti-

sing markets. Its objective is to reach every pos-

sible audience of interest for advertisers.

�1

FREE

7%

PAID

93%

+50%VS 2005

+5%VS 2005

SOURCE: Marketing Department Estimate

CINEMA: SHARE PER SCREEN AND VIEWER

Share per screen (SOURCE: MOVIERECORD Contract Department Dec. 06) Share per viewer (SOURCE: MOVIERECORD Contract Department Dec. 06)

PAID AND FREE PRESS

MOVIERECORD

45%

SCREENVISION

34%DISCINE G.P.C.

21%

MOVIERECORD

43%SCREENVISION

41%

DISCINE G.P.C.

17%

ATRES ADVERTISING

FINANCIAL REPORT 2006

Translation of a report originally issued in Spanish based on our work performed in accordance with generally accepted auditing standards in Spain and of financial

statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 24). In the event of a discrepancy,

the Spanish-language version prevails.

Auditors’ report 75

76

Thousands of Euros 31/12/2006 31/12/2005

Assets

NON-CURRENT ASSETS

Intangible assets (Note 5) 667 429

Property, plant and equipment (Note 6) 61,678 66,479

Land and buildings 58,400 57,270

Plant 72,728 71,517

Other items of property, plant and equipment 75,797 72,246

Allowances and accumulated depreciation (145,247) (134,554)

Long-term investments (Note 7) 378,534 378,456

Treasury shares (Note 4-d) 5,627 29,519

Tax receivables (Note 16) 23,844 30,703

TOTAl NON-CURRENT ASSETS 470,350 505,586

CURRENT ASSETS

Inventories (Note 8) 295,666 267,789

Programme rights 252,211 236,874

Consumables and other inventories 3,678 4,042

Advances to suppliers 39,777 26,873

Accounts receivable 240,726 235,622

Trade receivables for sales and services (Note 9) 200,448 197,781

Receivable from Group companies and associates (Note 10) 43,669 30,191

Tax receivables (Note 16) 10,413 22,135

Sundry accounts receivable 3,933 4,007

Allowance for bad debts (17,737) (18,492)

Short-term investments (Note 4-f) 95 109,763

Cash 16,397 27,709

Accrual accounts 240 779

TOTAl CURRENT ASSETS 553,124 641,662

totAL Assets 1,023,474 1,147,248

The accompanying Notes 1 to 24 are an integral part of the balance sheet at 31 December 2006.

AntenA 3 de teLevisión, s.A. BALAnCe sHeets At 31 deCeMBer 2006 And 2005

77

Thousands of Euros 31/12/2006 31/12/2005

sHAreHoLders’ eQuitY And LiABiLities

SHAREHOlDERS’ EQUITY (NOTE 11)

Share capital 158,335 166,668

Legal reserve 31,667 33,334

Reserve for treasury shares 5,627 29,519

Other reserves (277,148) 39,750

Profit for the year 306,900 207,472

Interim dividend - (83,038)

TOTAl SHAREHOlDERS’ EQUITY 225,381 393,705

DEFERRED INCOME 2,430 454

PROVISIONS FOR CONTINGENCIES AND CHARGES (NOTE 12) 108,640 183,931

NON-CURRENT lIABIlITIES

Other payables (Note 12) 38,400 33,139

Capital payments payable - 120

TOTAl NON-CURRENT lIABIlITIES 38,400 33,259

CURRENT lIABIlITIES

Bank borrowings (Note 13) 208,202 1,430

Trade payables (Note 14) 182,684 193,364

Payable to Group companies and associates (Note 10) 104,645 226,973

Customer advances 1,156 1,973

Taxes payable (Note 16) 28,556 11,461

Remuneration payable 7,234 10,776

Other non-trade payables (Note 15) 18,077 3

Other provisions (Note 15) 97,746 89,919

Accrual accounts 322 -

TOTAl CURRENT lIABIlITIES 648,623 535,899

totAL LiABiLities 1,023,474 1,147,248

78AntenA 3 de teLevisión, s.A. inCoMe stAteMents For tHe YeArs ended 31 deCeMBer 2006 And 2005

Thousands of Euros 2006 2005

deBit

EXPENSES

Amortisation of programmes and other rights (Note 20) 293,901 292,158

STAFF COSTS (NOTE 20) 101,562 105,085

Depreciation and amortisation charge 15,109 17,276

Change in operating allowances (3,065) 2,183

Rent and royalties (Note 20) 30,750 24,517

Other current operating expenses (Note 20) 119,787 114,100

Taxes other than income tax 1,149 673

559,193 555,992

PROFIT FROM OPERATIONS 310,560 308,699

Finance and similar costs 6,985 18,707

EXCHANGE lOSSES 1,052 -

8,037 18,707

FINANCIAl PROFIT 3,085 -

PROFIT FROM ORDINARY ACTIVITIES 313,645 293,597

Losses on property, plant and equipment intangible assets and control portfolio 228 1,292

Change in control portfolio allowances (Note 7) 1,889 1,857

Extraordinary expenses (Notes 4-j and 20) 7,606 12,906

9,723 16,055

EXTRAORDINARY PROFIT 111,028 5,900

PROFIT BEFORE TAX 424,673 299,496

Income tax (Note 16) 117,773 92,024

proFit For tHe YeAr 306,900 207,472

79

The accompanying Notes 1 to 24 are an integral part of the income statement for the year ended at 31 December 2006.


Credit

INCOME

Revenue (Note 20)

Advertising revenue 837,390 835,926

Sales discounts (33,455) (35,901)

803,935 800,025

OTHER INCOME 65,819 64,666

869,754 864,691

Interest and similar income 10,698 3,400

Exchange gains 424 205

11,122 3,605

FINANCIAl lOSS - 15,102

Gains on disposals of property, plant and equipment intangible assets and control portfolio (Note 4-j) 80,349 -

Gains on transactions involving treasury shares 40,101 4,506

Extraordinary income 301 17,449

120,751 21,955

80AntenA 3 de teLevisión, s.A. notes to tHe 2006 FinAnCiAL stAteMents

1. CoMpAnY desCription

Antena 3 de Televisión, S.A. (“the Company”), with registered office at Avenida Isla Graciosa 13, San Sebastián de los Reyes (Madrid), was incorporated on 7 June

1988, and its then sole company object was the indirect management of a public television service.

For this purpose, it submitted a bid in response to the call for tenders made under Article 8 of Private Television Law 10/1988, of 3 May, and, pursuant to a resolution

of the Spanish Council of Ministers of 25 August 1989, was awarded a concession for the indirect management of the television service, for a period of ten years,

which ended on 3 April 2000.

On 7 May 1996, the shareholders at the Annual General Meeting resolved to change and extend the Company’s company object, as permitted by Satellite Telecom-

munications Law 37/1995.

On 10 March 2000, the Council of Ministers adopted a resolution renewing the concession for the indirect management of the television service for a period of ten

years from 3 April 2000. The terms of this renewal were the same as for the former concession, with the added obligation of commencing digital broadcasting on

3 April 2002. The Company made all the necessary investments to enable it to begin broadcasting on that date the Antena 3 de Televisión, S.A. signal pursuant to

Royal Decree 2169/1998 of 9 October, which approved the Spanish Technical Plan for Digital Terrestrial Television.

The Annual General Meeting of Antena 3 de Televisión, S.A. and the Company’s Board of Directors Meeting, on 28 April 2003 and 29 July 2003, respectively, resolved

to request the admission to listing of all the shares of Antena 3 de Televisión, S.A. on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, and their inclusion

in the Spanish Unified Computerized Trading System (Continuous Market).

On 29 October 2003 the Company’s shares commenced trading on these stock markets.

On 25 November 2005, the Council of Ministers resolved to expand the concession contract, simultaneously with the rest of concession-holders in Spain, by

granting the Company three Digital Terrestrial Television (DTT) channels, on a single frequency and on one multiplex, which would replace the channel through

which the network has been broadcasting all its analogue programmes simultaneously since April 2002. Thus, from 30 November 2005, the Company has offered

three different types of programming: the general Antena 3 Televisión channel which uses analogue technology and two DTT channels, each with a different type

of programming.

In view of the business activities carried on by the Company, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be

material with respect to its equity, financial position and results of operations. Therefore, no specific disclosures relating to environmental issues are included in these

notes to the financial statements.

81

2. BAsis oF presentAtion

FAIR PRESENTATION

The financial statements for 2006, which were prepared from the Company’s accounting records, are presented in accordance with the Spanish National Chart of Accounts

and, accordingly, present fairly the Company’s equity, financial position and results of operations. These financial statements, which were prepared by the Company’s direc-

tors, will be submitted for approval by the shareholders at the Annual General Meeting, and it is considered that they will be approved without any changes.

3. proposed distriBution oF proFit

The Company’s directors will propose to the shareholders at the Annual General Meeting that the profit for 2006 be distributed as follows:

• Delivery to shareholders of treasury shares representing the Company’s share capital in the proportion of one share for every 48 shares entitled to participate in

the distribution. The tax revenue or payment, if applicable, pursuant to current tax legislation, will form an additional part of this dividend and will be received or

paid, respectively, by Antena 3 de Televisión, S.A.

• The remaining amount of the total profit for the year will be used to offset previous years’ losses.

4. vALuAtion stAndArds

The main valuation methods applied by the Company in preparing its financial statements for 2006, in accordance with the Spanish National Chart of Accounts,

were as follows:

A) INTANGIBlE ASSETS

Intangible assets include basically the costs incurred in the acquisition or production of computer software when it will foreseeably be used for several years. Most

of these assets are amortised on a straight-line basis over five years. In the event of software obsolescence, the related allowances for decline in value are recorded

or the asset is written off.

B) PROPERTY, PlANT AND EQUIPMENT

Property, plant and equipment are carried at cost.

The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency or to a lengthening of the useful lives of the assets

are capitalized.

82

Upkeep and maintenance expenses are expensed currently.

The Company depreciates its property, plant and equipment by the straight-line method at annual rates based on the following years of estimated useful life:

Years of Estimated Useful life

Structures 33

Plant 5, 8 and 12.5

Computer hardware 5 and 10

Other fixtures 5, 10 and 12.5

Other items of property, plant and equipment 6 and 10

C) lONG-TERM INVESTMENTS

Long-term investments consist basically of unlisted securities, which are valued at the lower of cost and underlying book value of the holdings, adjusted by the

amount of the unrealized gains disclosed at the time of acquisition and still existing at year-end, net, where appropriate, of the required allowances for decline in

value if cost is higher than fair value at the end of each year or period.

The Company owns majority holdings in the share capital of certain companies and owns holdings of 20% or more in the share capital of other companies (see Note

7). The financial statements at 31 December 2006 do not reflect the increases in the value of the Company’s holdings in these companies which would result from

fully consolidating the majority holdings and from accounting for the holdings in associates using the equity method. The effect of using consolidation procedures in

accordance with International Financial Reporting Standards adopted by the EU (EU-IFRSs), would be an increase in shareholders’ equity at 31 December 2005 of EUR

30,341 thousand, a decrease in profit for the year of EUR 17,183 thousand and a decrease in assets of EUR 117,657 thousand, which are reflected in the Group’s

consolidated financial statements at that date prepared in accordance with International Financial Reporting Standards.

D) TREASURY SHARES

The treasury shares acquired by the Company without a capital reduction resolution having been adopted by the shareholders at the Annual General Meeting are

initially valued at cost. During the period that treasury shares remain on the asset side of the Company’s balance sheet they must be valued at the lowest of cost,

year-end market price, average market price in the last quarter and underlying carrying amount, and the related value adjustments required if the market price at

year-end is lower than the acquisition cost are recognized in profit for the year.

83

In addition, pursuant to Ruling Nine of the Official ICAC Bulletin Number 48, issued by the Spanish Accounting and Audit Institute (ICAC) in December 2001, if the

underlying carrying amount were the lowest value and, therefore, the parameter to be taken into account for estimating the writedown, the amount of the related pro-

vision can be broken down into two parts: the market effect, which would be allocated to the income statement as another marketable security, and the effect arising

from the possible capital reduction which, due to the similarity to the situation that would have arisen had the shares been acquired for this purpose, would be allocated

to reserves.

If the treasury shares were finally disposed of, it must be taken into account that the amount of the provision charged to reserves pursuant to the foregoing paragraph

would give rise to a credit to reserves.

Pursuant to Article 79.3 of the Consolidated Companies Law, the Company has recorded the related restricted reserve (see Note 11).

E) INVENTORIES

Programme rights

Rights and programmes inventories are valued, based on their nature, as follows:

1. Inventoriable in-house productions (programmes produced to be re-run, such as series) are measured at acquisition and/or production cost, which includes

both external costs billed by third parties for programme production and for the acquisition of resources, and internal production costs, which are calculated by

applying preset internal rates on the basis of the time during which operating resources are used in production. The costs incurred in producing the programmes

are recognised, based on their nature, under the appropriate headings in the income statement and are included under “Programme Rights” in the balance sheet

with a credit to “Inclusion in Programme Rights” under “Amortisation of Programmes and Other Rights” in the accompanying income statement.

Amortisation of these programmes is recorded under “Amortisation of Programmes and Other Rights” in the income statement, on the basis of the number of

showings, in accordance with the rates shown below:

Amortisation Rate

1st showing 90 %

2nd showing 10 %

The maximum period for amortisation of series is three years, after which the unamortised amount is written off.

Given their special nature, the series which are broadcast daily are amortised in full when the first showing of each episode is broadcast.

84

2. Non-inventoriable in-house productions (programmes produced to be shown only once) are valued by the same methods and procedures as those used to value

inventoriable in-house productions. Programmes produced and not shown are recognised at year-end under “Programme Rights - In-House Productions and

Productions in Process” in the balance sheet. The cost of these programmes is recognised as an expense under “Amortisation of Programmes and Other Rights”

in the income statement at the time of the first showing.

3. Rights on outside productions (films, series and other similar productions) are recorded at acquisition cost. These rights are deemed to have been acquired when

the term of the right commences for the Company. Payments made to outside production distributors prior to commencement of the term of the right are re-

corded under “Advances to Suppliers” in the balance sheet. The amortisation of the rights is recorded under “Amortisation of Programmes and Other Rights” in

the income statement on the basis of the number of showings, in accordance with the rates shown below, which are established on the basis of the number of

broadcasts contracted:

Films Number of Showings Contracted

1 2 3 or More

1st showing 100% 50% 50%

2nd showing - 50% 30%

3rd showing - - 20%

Series Number of Showings

1 2 or More

1st showing 100% 50%

2nd showing - 50%

4. Live broadcasting rights are measured at cost. The cost of these rights is recognised as an expense under “Amortisation of Programmes and Other Rights” in the

income statement at the time of broadcast of the event on which the rights were acquired.

Consumables and other inventories

Dubbings, sound tracks, titles and signature tunes of outside productions are recorded at acquisition or production cost. The amortisation of rights is recorded under

“Amortisation of Programmes and Other Rights” in the income statement at the time of the showing, by the same method as that used for outside productions.

85

Other inventories are recorded at acquisition cost and are allocated to profit by the effective or actual amortisation method over the production period.

Allowances

The Company records allowances to reduce the unamortised value of in-house productions and of the rights on outside productions which it considers will not be

shown. When these rights expire, the allowances recorded are used to write off the cost of the rights.

Classification of programmes

Programme inventories are classified as current assets, in accordance with the Spanish National Chart of Accounts and standard practice in the industry in which the

Company operates. However, programmes are amortised over several years (see Note 8).

F) SHORT-TERM INVESTMENTS

This includes Antena 3 de Televisión, S.A.’s investments in companies which are intended to be realized or settled in the near term. At 31 December 2006, these

investments were recorded at their estimated net asset value taking into account Antena 3 de Televisión, S.A.’s investment risk. The data on the net worth position of

these investees were obtained from these companies’ respective unaudited financial statements at 31 December 2006. The companies in this situation at 31 Decem-

ber 2006 were: Antena 3 Temática, S.A., Sole-Shareholder Company in liquidation, Antena 3 Directo, S.A., Sole-Shareholder Company and Guadiana Producciones,

S.A., Sole-Shareholder Company.

G) EXCHANGE DIFFERENCES

Assets and liabilities and receivables and payables denominated in foreign currencies are translated to euros at the exchange rates ruling at the transaction date, and

the receivables and payables are adjusted at year-end to the exchange rates then prevailing, unless exchange hedges or other similar instruments have been arranged,

in which case they are valued at the hedged exchange rate.

The positive net exchange differences arising on adjustment of foreign currency payables and receivables to year-end exchange rates are recorded under “Deferred

Income” on the liability side of the balance sheet, unless exchange losses have been charged to income in prior years, in which case the positive differences are

credited to profit for the year up to the limit of the negative net differences charged to income in prior years. Negative differences are charged to income. Positive

differences deferred in prior years are credited to income in the year in which the related accounts receivable and payable fall due or are repaid early, or as negative

exchange differences for the same or a higher amount are recognized.

86

H) INCOME TAX

The income tax expense is recorded on the basis of accounting profit before taxes, increased or decreased, as appropriate, by the permanent differences. Tax relief

and tax credits, excluding tax withholdings and prepayments, are recorded as a reduction of the tax charge for the year in which they arise.

In 2001 the Company started to be taxed on a consolidated basis with other Group companies (see Note 16). In this connection, in calculating its income tax, the

Company took into consideration the Spanish Accounting and Audit Institute (ICAC) Resolution of 9 October 1997, establishing the methods for the recording of

income tax at companies that file consolidated tax returns.

I) RECOGNITION OF REVENUE AND EXPENSES

Revenue and expenses are recognized on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting mo-

netary or financial flow arises.

However, in accordance with the accounting principle of prudence, the Company only records realised revenue at year-end, whereas foreseeable contingencies and

losses, including possible losses, are recorded as soon as they become known.

At present, the Company basically obtains revenue from the sale of advertising space; this revenue is recognised in the income statement when the related advertising

spot is broadcast.

J) PROVISIONS FOR CONTINGENCIES AND CHARGES

The Company recognises under “Provisions for Contingencies and Charges” and “Other Provisions” on the liability side of the accompanying balance sheet the esti-

mated amount required for probable or certain third-party liability arising from collateral and other similar guarantees provided by the Company, litigation, indemnity

payments and outstanding obligations of undetermined amount, and to cover estimated potential losses. These allowances are recorded when the liability, obligation

or decision giving rise to the indemnity, payment or loss arises.

These headings also include the provisions required to cover the negative net worth of Group companies.

EUR 72,255 thousand were credited in this connection to “Extraordinary Profit” in the accompanying income statement for 2006, related mainly to the reversal of

the portfolio provision of the subsidiary Publicidad 3, S.A., Sole-Shareholder Company.

87

k) TERMINATION BENEFITS

Under current labour legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. The Company’s directors do

not anticipate the generation of any liabilities additional to those already recorded in this connection.

l) COSTS DERIVING FROM THE THREE-YEAR VARIABlE COMPENSATION PlAN

The Company charges the amount incurred in the year in connection with implementation of the three-year variable compensation plan to “Staff Costs” or “Other

Current Operating Expenses” in the accompanying income statement, based on the labour relationship or the services contract of the beneficiaries, with a credit to

“Non-Current Liabilities – Other Payables” and “Current Liabilities – Other Non-Trade Payables” in the accompanying balance sheet (see Note 20-c).

The amount incurred is calculated on the basis of the terms of the plan, taking into account the profit for 2006 and the Company’s estimate of the future market

value of the Company’s shares, and it is expected that the entire plan will be paid in cash.

M) FINANCIAl INSTRUMENTS

The Company performs transactions with financial instruments to hedge the exchange rate risk on the purchases of broadcasting rights in the year (see Note 19-a).

A swap contract was arranged to cover the increased cost of the three-year variable compensation plan that would arise as a result of an increase in the Company’s

share price (see Note 19-b). The liability hedged by this contract was calculated by taking into account the initial contracted price of the Company’s shares.

N) DIVIDENDS

The extraordinary dividend distributed with a charge to unrestricted reserves through the delivery of shares representing the Parent’s share capital, was valued at the

shares’ market price on the day before distribution. The gains obtained as a result of this valuation were recorded in equity.

Pursuant to current tax legislation, the tax revenue or payment, as applicable, also formed part of this dividend.

88

5. intAngiBLe Assets

The transactions recorded in 2006 in intangible asset accounts and the related accumulated amortisation are summarised as follows:

Thousands of Euros Balance at Additions Retirements Balance at 31/12/05 or Provisions 31/12/06

COST

Intellectual property 305 - - 305

Computer software 19,776 182 (1) 19,957

20,081 182 (1) 20,262

ACCUMUlATED AMORTISATION

Intellectual property (268) (33) - (301)

Computer software (17,181) (1,480) 1 (18,660)

(17,449) (1,513) 1 (18,961)

AllOwANCES (2,203) - 1,569 (634)

totAL 429 667

At 31 December 2006, the cost and accumulated amortisation of the fully amortised intangible assets in use amounted to EUR 14,516 thousand.

89

6. propertY, pLAnt And eQuipMent

The transactions recorded in 2006 in property, plant and equipment accounts and the related accumulated depreciation are summarised as follows:

Thousands of Euros Balance at Additions Retirements Transfers Balance at 31/12/05 or Provisions or Reductions 31/12/06

COST

Land and structures 57,270 1,145 - (15) 58,400

Plant 71,517 2,100 (890) 1 72,728

Computer hardware 24,067 2,982 (1,163) 1 25,887

Other fixtures and items of property, plant and equipment 47,532 2,012 (310) 13 49,247

Construction in progress 646 663 - (646) 663

201,032 8,902 (2,363) (646) 206,925

ACCUMUlATED DEPRECIATION

Structures (16,395) (1,936) - (1) (18,332)

Plant (54,158) (6,627) 765 - (60,020)

Computer hardware (20,958) (1,958) 1,104 - (21,812)

Other fixtures and items of property, plant and equipment (36,244) (3,075) 288 - (39,031)

(127,755) (13,596) 2,157 (1) (139,195)

AllOwANCES (6,798) - 746 - (6,052)

totAL 66,479 61,678

At 31 December 2006, the cost and accumulated depreciation of the fully depreciated items of property, plant and equipment in use amounted to EUR 72,352

thousand.

The Company takes out insurance policies to sufficiently cover the possible risks to which its property, plant and equipment are subject.

90

7. Long-terM investMents

The transactions recorded in 2006 in the “Long-Term Investments” accounts and the related allowances are summarised as follows:

Thousands of Euros Balance at Additions Retirements or Transfers Balance at 31/12/05 or Provisions Reductions 31/12/06

INVESTMENTS IN GROUP COMPANIES

Antena 3 Editorial, S.A.U. 60 - - - 60

Antena 3 Multimedia, S.L.U. 3 - - - 3

Atres Advertising, S.L.U. 3 - - - 3

Ensueño Films, S.L.U. 1,804 - - - 1,804

I3 Televisión, S.L. 300 - (150) (150) -

Movierecord Cine, S.A.U. 22,874 - - - 22,874

Organizaciones Deportivas y Culturales Unipublic, S.A.U. 2,200 - - - 2,200

Publicidad 3, S.A.U. 505 - - - 505

Unipublic, S.A.U. 39,187 - (2,094) - 37,093

TOTAl INVESTMENTS IN GROUP COMPANIES 66,936 - (2,244) (150) 64,542

INVESTMENTS IN ASSOCIATES

Canal Factoría de Ficción, S.A. 240 - (120) - 120

V-News Agencia de Noticias, S.L. - 252 - - 252

I3 Televisión, S.L. - - - 150 150

TOTAl INVESTMENTS IN ASSOCIATES 240 252 (120) 150 522

OTHER INVESTMENTS

T.V.I. Televisâo Independente, S.A. 2,016 - - - 2,016

TOTAl OTHER INVESTMENTS 2,016 - - - 2,016

Long-term guarantees given 422 - (301) - 121

Long-term loans to Group companies 334,630 - - - 334,630

Other long-term loans 397 - (397) - -

Investment valuation allowance (25,788) (123) 2,614 - (23,297)

Long-term loan impairment allowance (397) - 397 - -

totAL 378,456 378,534

91

The period provision to the long-term investment valuation allowance amounting to EUR 123 thousand is recorded under “Change in Control Portfolio Allowances”

in the accompanying income statement.

The main transactions performed in the year in relation to the holdings in Group companies were as follows:

• On 24 April 2006, the shareholders at the Universal General Meeting of Canal Factoría de Ficción, S.A. resolved to reduce the capital of the company by EUR 300

thousand in order to forgive all the capital calls not paid since the incorporation of the company. The percentage of ownership of Antena 3 remained unchanged

although the investment was reduced by the amount of the unpaid capital calls, i.e. EUR 120 thousand.

• On 11 May 2006, Antena 3 de Televisión, S.A. transferred 50% of its ownership interest in I3 Televisión S.L. to Indra Sistemas, S.A. for a price equal to the shares’

par value, i.e. EUR 150 thousand. The percentage of ownership of Antena 3 de Televisión, S.A. in I3 Televisión, S.L. was reduced to 50% with an investment of

EUR 150 thousand. Although the Company owns 50% of the share capital it does not manage the company and it is therefore considered an associate.

• On 13 November 2006, Antena 3 de Televisión, S.A. acquired an equity interest in V-News Agencia de Noticias, S.L. by participating in a capital increase, in which

it subscribed and paid EUR 252 thousand for 50% of the share capital.

• The reduction of the investment in Unipublic S.A., Sole-Shareholder Company, was the result of a review of the purchase price under the terms of the sale and

purchase agreement dated 26 May 2005.

• “Long-Term Loans to Group Companies” includes the participating loans granted to subsidiaries (see Note 10).

At the end of each year or period the directors assess the business plans of their investees, revise them if necessary and estimate the value of the holdings and the

recoverability of the investments made.

92

The Group companies and information thereon are as follows:

Company location line of Business % of Ownership Capital Reserves Profit (loss) Interim for the Year Dividend

Antena 3 Editorial, S.A.U. Madrid Management of rights 100% 60 12 2,515 (1,000)

Antena 3 Multimedia, S.L.U. Madrid TV-based commercial management 100% 3 (1) (25) -

Atres Advertising, S.L.U. Madrid Management of advertising 100% 3 229 812 -

Ensueño Films, S.L.U. Madrid Audiovisual productions 100% 1,804 (2,056) 3,419 -

Movierecord Cine, S.A.U. Madrid Advertising in cinemas 100% 801 651 790 -

Organizaciones Deportivas

y Culturales Unipublic, S.A.U. Madrid Organisation of sports events 100% 72 1,952 13 -

Publicidad 3, S.A.U. Madrid Broadcasting services 100% 60 (183,738) 75,061 -

Unipublic, S.A.U. Madrid Organisation of sports events 100% 600 10,596 (890) -

The information on Atres Advertising, S.L., Sole-Shareholder Company, Unipublic, S.A., Sole-Shareholder Company, and Movierecord Cine, S.A., Sole-Shareholder

Company, was obtained from the audited financial statements at 31 December 2006.

The associates and information thereon are as follows:

Thousands of Euros

Company location line of Business % of Ownership Capital Reserves Profit (loss) for the Year

Canal Factoría de Ficción, S.A Madrid Production of fiction programmes 40% 300 25 87

I3 Televisión, S.L. Madrid IT services 50% 300 - (66)

V-News Agencia de Noticias, S.L. Granada Audiovisual recording and reproduction 50% 503 - (174)

The other investees of the Company and information thereon are as follows:

Thousands of Euros

Company location line of Business % of Ownership Capital and Reserves Profit (loss) Share Premium for the Year

T.V.I. Televisâo Independente, S.A. Lisbon Television 0.001% 65,810 (a) (a)

(a) Information not available

None of Antena 3 de Televisión, S.A.’s investees is listed on Spanish or foreign stock exchanges.

93

8. inventories

The detail of the balance of “Inventories” in the balance sheet at 31 December 2006 is as follows:

Thousands of Euros

PROGRAMME RIGHTS, NET

Rights on outside productions 246,147

In-house productions and productions in progress 34,439

Sports broadcasting rights 3,214

Allowance for inventory obsolescence (31,589)

252,211

CONSUMABlES AND OTHER INVENTORIES

Dubbings, sound tracks and titles 1,976

Other materials 1,702

3,678

ADVANCES TO SUPPlIERS 39,777

totAL 295,666

“Advances to Suppliers” in the accompanying balance sheet at 31 December 2006 includes basically prepayments in connection with commitments to outside pro-

duction rights.

At 31 December 2006, the Company had commitments, mainly for the purchase of audiovisual property rights, amounting to EUR 167,505 thousand. In addition, the

Company has purchase commitments to distributors, the definitive amount and price of which will be determined once the programmes are produced and, in certain

cases, by establishing the acquisition price on the basis of box-office takings. The best estimate of these commitments amounts to EUR 84,660 thousand.

It is estimated that EUR 139,434 thousand of rights on inventoriable in-house and outside productions will be amortised in 2007 (see Note 4-e).

94

9. trAde reCeivABLes

The detail of the balance of “Trade Receivables” in the balance sheet at 31 December 2006 is as follows:

Thousands of Euros

Trade receivables for sales 196,389

Barter trade receivables 3,497

Trade notes receivable 562

totAL 200,448

10. BALAnCes And trAnsACtions witH group CoMpAnies And AssoCiAtes

The detail of the balances with Group companies and associates in the accompanying balance sheet at 31 December 2006 is as follows:

Thousands of Euros Balances Receivable at Short Term Balances Payable at Short Term

long-Term Operating Short-Term Receivable from Short-Term Operating Payable to Group loans to Receivables loans Group Companies Payables Payables Companies Group Companies and Associates and Associates

GROUP COMPANIES

Antena 3 Directo, S.A.U. (a) - - 10,052 10,052 9,956 - 9,956

Antena 3 Editorial, S.A.U. - 16 1,345 1,361 4,197 - 4,197

Antena 3 Multimedia, S.L.U. - 26 746 772 13 819 832

Atres Advertising, S.L.U. - 693 2,312 3,005 - 3,211 3,211

Antena 3 Temática, S.A.U. in liquidation (a) - - 2,563 2,563 2,409 - 2,409

Compunet Servicios Telemáticos, S.L.U. - - - - 10 - 10

Ensueño Films, S.L.U. 5,500 14 17,826 17,840 2,277 - 2,277

Fundación Unipublic - 59 - 59 - - -

Fundación Antena 3 - - - - 300 - 300

Guadiana Producciones, S.A.U. - - 2 2 164 - 164

Movierecord Cine, S.A.U. - 237 2,756 2,993 - 3 3

Organizaciones Deportivas y Culturales de Unipublic, S.A.U. - - 10 10 1,332 - 1,332

Publicidad 3, S.A.U. 329,130 - 628 628 65,276 - 65,276

Unipublic, S.A.U. - 98 - 98 8,346 346 8,692

(sigue)

95

Uniprex, S.A.U. - 1,406 - 1,406 1,098 645 1,743

Uniprex Televisión, S.L.U. - 5 628 633 78 174 252

Other companies - - 282 282 10 - 10

ASSOCIATES AND RElATED COMPANIES

Canal Directo Interactivo, S.L. - - - - - 15 15

Canal Factoría de Ficción, S.A. - 215 - 215 - - -

Centro de Estudios CEAC, S.L. - 29 - 29 - - -

DeAPlaneta, S.L. - 290 - 290 - 1,155 1,155

Editorial Página Cero Norte, S.A. - 3 - 3 - - -

Editorial Planeta, S.A. - 145 - 145 - - -

Grundy Producciones, S.A. - - - - - 944 944

I3 Televisión, S.L. - 121 - 121 672 1,044 1,716

I.P. Network, S.A. - - - - - 12 12

Metropole Production - 123 - 123 - - -

Planeta Directo, S.L. - 492 - 492 - - -

Planeta Junior Italia, S.R.L. - 49 - 49 - - -

Prodigius Audiovisual, S.A. - - - - - 139 139

Sociedad Anónima Del Video, S.L. - 354 - 354 - - -

Sportfive GMBH - 138 - 138 - - -

V-News Agencia de Noticias, S.L. - 6 - 6 - - -

totAL 334,630 4,519 39,150 43,669 96,138 8,507 104,645

(a) Participating loans granted to companies the investments in which are intended to be realised or settled in the near term.

The credit lines granted to the Group companies earn average interest tied to Euribor.

The accounts receivable from and payable to the companies the investments in which are intended to be realised or settled in the near term were taken into account

in order to estimate the net asset value and to consider the total risk associated with Antena 3 de Televisión, S.A.’s investments in these companies (see Note 4-f).

The detail of the transactions carried out in 2006 with the Group companies and associates is as follows:

Thousands of Euros Sales and Finance Purchases, Finance Services Income Acquisitions of Rights Costs and Other Services

GROUP COMPANIES

Antena 3 Editorial, S.A.U. 66 5,593 - 167

Antena 3 Multimedia, S.L.U. 22 - 819 -

Atres Advertising, S.L.U. 3,442 - 14,936 -

Ensueño Films, S.L.U. 588 587 1,000 -

Fundación Unipublic 51 - - -

Movierecord Cine, S.A.U. 211 151 39 -

Organizaciones Deportivas y Culturales Unipublic, S.A.U. - - - 32

Publicidad 3, S.A.U. - - - 634

Unipublic, S.A.U. 386 - 1,421 145

Uniprex, S.A.U. 4,199 - 6,073 892

Uniprex Televisión, S.L.U. - - 150 -

ASSOCIATES AND RElATED COMPANIES

Canal Factoría de Ficción, S.A. 666 178 - -

Canal Directo Interactivo, S.L. - - 15 -

Centro de Estudios CEAC, S.L. 75 - - -

DeAPlaneta, S.L. 242 - 3,027 -

DeAPlaneta Producciones Cinematográficas, S.L. - - 691 -

Editorial Página Cero Norte, S.A. 5 - - -

Editorial Planeta, S.A. 165 - - -

Grundy Producciones, S.A. - - 1,296 -

I3 Televisión, S.L. 379 - 3,939 -

I.P. Network, S.A. - - 218 -

Metropole Production, S.A. 249 - - -

Planeta Directo, S.L. 1,600 - - -

Planeta Junior, S.L. - - 5 -

Planeta Junior Italia, S.R.L. 42 - - -

Prodigius Audiovisual, S.A. - - 360 -

RTL Televisión GmbH 2 - 100 -

Santander Investment Services, S.A. 4 - 240 -

Sociedad Anónima del Video, S.L. 345 - - -

Vox Film & Fernseh GmbH & Co. KG 674 - - -

totAL 13,413 6,509 34,329 1,870

97

11. sHAreHoLders’ eQuitY

The transactions recognised in the various equity accounts in the accompanying balance sheet at 31 December 2006 are summarised as follows:

Thousands of Euros Share Capital legal Reserve Reserve for Other Interim Profit (loss) Treasury Shares Reserves Dividend for the Year

BAlANCES AT 31 DECEMBER 2005 166,668 33,334 29,519 39,750 (83,038) 207,472

Distribution of 2005 profit - - - 30,471 83,038 (207,472)

Reduction of share capital (8,333) (1,667) - (190,002) - -

Change in reserve for treasury shares - - 63,830 (63,830) - -

Adjustment of value of treasury stock to underlying carrying amount - - (87,722) - - -

Extraordinary dividend - - - (93,537) - -

2006 profit - - - - - 306,900

BALAnCes At 31 deCeMBer 2006 158,335 31,667 5,627 (277,148) - 306,900

SHARE CAPITAl

Until 29 November 2006, the Company’s share capital consisted of 222,224,000 fully subscribed and paid shares of EUR 0.75 par value each, all of which are of the

same class and series and carry the same rights.

The Company’s shareholders at an Extraordinary General Meeting held on 29 November 2006 resolved to reduce capital through the redemption of 11,111,200

shares for EUR 8,333 thousand, in order to reimburse contributions made by the shareholder Macame, S.A. This capital reduction was charged to the Company’s

unrestricted reserves pursuant to Article 167.1.3 of the Consolidated Companies Law.

Accordingly, the Company’s share capital consists of 211,112,800 fully subscribed and paid shares of EUR 0.75 par value all of which are of the same class and series

and carry the same rights.

98

The shareholder structure at 31 December 2006 was as follows:

Percentage of Ownership

Grupo Planeta-de Agostini, S.L. 42.63

RTL Group Communications S.L.U. 18.55

Grupo Rayet, S.A. 5.86

Treasury shares 2.50

Other shareholders 30.46

100.00

lEGAl RESERVE

Under the Consolidated Companies Law, 10% of the net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least

20% of share capital.

The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise,

until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

As a result of the reduction in share capital carried out in 2006, the balance of the legal reserve fell by EUR 1,667 thousand.

OTHER RESERVES

“Other Reserves” includes restricted reserves of EUR 281 thousand relating to the “Reserve for Adjustment of Share Capital to Euros”.

As a result of the capital reduction, a reserve was constituted for EUR 8,333 thousand, an amount equal to the par value of the shares, which may only be used if the

same conditions as those for the reduction of share capital are met, pursuant to Article 167.1.3 of the Consolidated Companies Law.

99

RESERVE FOR TREASURY SHARES

Pursuant to the Consolidated Companies Law, a restricted reserve must be recorded for an amount equal to the value of the treasury shares held by the Company.

This reserve amounts to EUR 5,627 thousand.

Also, the par value of the treasury shares cannot exceed 5% of the Company’s share capital and the shares must be fully paid in.

At 31 December 2006 the Company owned 5,284,146 treasury shares representing 2.503% of the Company’s share capital.

The changes in treasury shares in 2006 and 2005 were as follows:

2006 2005

Number Number of Shares of Shares

At beginning of year 3,703,817 1,926,008

Purchases 11,361,200 1,777,809

Sales (5,686,893) -

Delivery of shares (4,093,978) -

At end oF YeAr 5,284,146 3,703,817

In December 2006, as a result of the resolution of the Extraordinary General Meeting held on 29 November 2006, 11,111,200 shares were acquired from Banco

Santander Central Hispano according to conditions approved at the Extraordinary General Meeting by the shareholders.

DIVIDENDS

At the Annual General Meeting of Antena 3 de Televisión, S.A. held on 29 March 2006, the shareholders approved a final dividend out of 2005 profit of EUR 0.43

per share, which gave rise to a total of EUR 93,964 thousand and was paid to shareholders on 26 April 2006.

At the Extraordinary General Meeting of Antena 3 de Televisión, S.A. held on 29 November 2006, the shareholders resolved to distribute an extraordinary dividend

with a charge to unrestricted reserves through the delivery of treasury shares representing the Company’s share capital in the proportion of one share for every 48

shares entitled to participate therein. The tax revenue or payment, if applicable, pursuant to current tax legislation, formed an additional part of this dividend and was

collected or paid, respectively, by the Company.

100

12. provisions And otHer Long-terM pAYABLes

The balance of the long-term “Provisions for Contingencies and Charges” heading in the accompanying balance sheet relates in full to the provision recorded by the

Company for the amount of the negative equity of the subsidiaries of Antena 3 de Televisión, S.A., the investments in which are intended to be held at long term.

The main item in “Non-Current Liabilities – Other Payables” relates to the estimated total non-current liabilities to date arising from the pluriannual incentive, loyalty-

building and variable compensation programmes currently in force, which amount to EUR 37,782 thousand (see Note 4-l).

13. BAnk Borrowings

The breakdown of the balance of “Bank Borrowings” on the liability side of the accompanying balance sheet at 31 December 2006 is as follows:

Thousands of Euros limit Balance Drawn Down at Short Term

Credit facilities 344,000 207,531

Unpaid interest - 671

totAL 344,000 208,202

The interest rates paid by the Company in 2006 on the loans and credit facilities arranged with banks are mainly tied to Euribor plus a spread ranging from

0.2% to 0.6%.

101

14. trAde pAYABLes

The detail of “Trade Payables” in the balance sheet at 31 December 2006 is as follows:

Thousands of Euros

Payable to suppliers 109,941

Payable for unreceived invoices 71,220

Barter payables 1,523

totAL 182,684

15. otHer non-trAde pAYABLes And otHer provisions

“Other Non-Trade Payables” on the liability side of the accompanying balance sheet mainly includes estimated current liabilities arising from the multiyear incentive,

loyalty-building and variable compensation programmes currently in force, which amount to EUR 14,919 thousand (see Note 4-l).

The breakdown of “Other Provisions” on the liabilities side of the accompanying balance sheet at 31 December 2006 is as follows:

Thousands of Euros

Other provisions for short-term contingencies and charges 60,682

Trade discounts payable 37,064

totAL 97,746

102

16. tAx MAtters

The detail of the balances of “Tax Receivables” and “Taxes Payable” on the asset and liability sides, respectively, of the accompanying balance sheet at 31December

2006 is as follows:

Thousands of Euros

lONG TERM

Prepaid taxes 23,844

23,844

SHORT TERM

Prepaid taxes 10,412

Income tax receivable 1

10,413

totAL tAx reCeivABLes 34,257

SHORT TERM

Tax withholdings payable 7,669

Income tax payable 14,120

Accrued social security taxes payable 1,195

VAT payable 5,572

totAL tAxes pAYABLe 28,556

Pursuant to the Spanish Corporation Tax Law 43/1995, of 27 December, on 26 December 2000 Antena 3 de Televisión, S.A. notified the Madrid tax authorities of its

decision to file consolidated tax returns indefinitely provided that the requirements established in Article 81 of this Law are met and it does not decide to cease to

apply the consolidated tax regime (Law 24/2001, of 27 December).

The filing of consolidated tax returns gives rise to reciprocal intra-Group balances, due to the offset of the losses incurred by certain companies against the profit

earned by other Group companies. These balances are recorded under “Payable to Group Companies” and “Receivable from Group Companies”, as appropriate.

Income tax is calculated on the basis of accounting profit determined by application of generally accepted accounting principles, which does not necessarily coincide

with taxable profit.

103

The reconciliation of 2006 profit per books to the taxable profit for income tax purposes is as follows:

Thousands of Euros Taxable Profit Tax Charge

Profit before taxes for 2006 424,673 148,636

Permanent differences

Increases 3,889 1,361

Permanent differences due to consolidation (77,839) (27,244)

Total permanent differences (73,950) (25,883)

Tax credits (9,934)

Tax loss carryforwards

ADJUSTED PROFIT PER BOOkS AND EXPENSE FOR THE YEAR 350,723 112,819

Income tax adjustments 4,954

INCOME TAX EXPENSE 117,773

Timing differences

Increases

Arising in the year 36,712 12,849

Decreases

Arising in prior years (22,083) (7,729)

TOTAl TIMING DIFFERENCES 14,629 5,120

TAXABlE PROFIT AND NET TAX PAYABlE 365,352 127,873

TAX CREDITS TAkEN IN 2006 (30,965)

GROSS TAX PAYABlE 96,908

2006 prepayments (85,113)

TAX PAYABlE 11,795

TAX PAYABlE BY GROUP COMPANIES 2,325

INCOME TAX PAYABlE 14,120

104

The difference between the tax charge allocated to the current year and to prior years and the tax charge already paid or payable for such years, which is recognised

under “Prepaid Income Tax”, arose as a result of timing differences derived mainly from the following:

Thousands of Euros Balance at Additions Reductions Balance at

31-12-05 31-12-06

PREPAID TAXES

Contingencies and charges 22,025 5,272 (10,195) 17,102

Non-current accounts payable 10,933 8,235 (2,238) 16,930

Other items 91 133 - 224

totAL 33,049 13,640 (12,433) 34,256

Based on the estimate made by the Company’s directors of the years in which sufficient future profit will be obtained to enable these prepaid taxes to be offset and

used, EUR 23,844 thousand were recorded under “Non-Current Assets – Tax Receivables” and EUR 10,412 thousand were recorded in the “Prepaid Taxes” account

under “Current Assets – Tax Receivables”. Also, on the basis of the aforementioned estimate of future profit, the directors consider that there is no reasonable doubt

as to the recovery of the amounts recognized in the accompanying balance sheet within the legally established time periods and limits. At 31 December 2006 the

Company did not have any tax credits to be offset.

At 31 December 2006 the tax authorities were reviewing the Company’s VAT and personal income tax for the years from 2002 to 2004 and income tax for the years

from 2001 to 2004. The Company’s directors do not expect any material liabilities with an impact on the financial statements to arise as a result of a review of the

open years.

105

17. otHer guArAntee CoMMitMents to tHird pArties And Contingent Assets And LiABiLities

A) GUARANTEE COMMITMENTS TO THIRD PARTIES

The detail of the guarantees provided by the Company to financial institutions for third parties is as follows

Thousands of Euros

Group companies and associates 8,163

Other guarantees 15,212

totAL 23,375

The Company’s directors consider that the liabilities not foreseen at 31 December 2006, if any, which might arise from the guarantees provided would not be material.

B) CONTINGENT lIABIlITIES

At 31 December 2006, certain civil, labour, criminal and administrative lawsuits had been filed against the Company which were taken into account in estimating any

contingent liabilities. Noteworthy because of their amount were the lawsuits with certain copyright management companies.

The directors of the Company and its legal advisers do not expect any material liabilities additional to those already recorded to arise from the outcome of the lawsuits

in progress.

C) lITIGATION

On 18 December 2006, the Madrid Provincial Appellate Court handed down a decision acquitting the National Professional Football League (LFP) of all the claims

made by Antena 3 de Televisión, S.A. with respect to the provisional execution of the court decision whereby the LFP was ordered to pay EUR 25.5 million plus interest,

which was recorded in the 2005 financial statements. The Company has appealed against this decision.

106

18. Foreign CurrenCY BALAnCes And trAnsACtions

A) FOREIGN CURRENCY BAlANCES

The breakdown, by currency, of the equivalent euro value of the Company’s foreign currency debts included in “Trade Payables” on the liability side of the accom-

panying balance sheet at 31 December 2006 is as follows:

Currency Thousands of Euros

US dollars 61,825

Other currencies 114

totAL 61,939

B) FOREIGN CURRENCY TRANSACTIONS

The foreign currency transactions performed in 2006 related mainly to transactions denominated in US dollars. Their equivalent euro values translated at the average

exchange rates for the year were as follows:

Thousands of Euros US Dollars Other

Sales 2,209 -

Purchases and other 86,160 292

totAL 88,369 292

107

19. FinAnCiAL instruMents

A) EXCHANGE RATE HEDGES

At 31 December 2006 the Company had arranged transactions to hedge its foreign currency asset and liability positions amounting to USD 108,829 thousand, at a

weighted average exchange rate of EUR 1.2616 / USD, the detail being as follows:

Maturity Thousands of US Dollars

2007 80,417

2008 25,330

2009 3,082

totAL 108,829

The net fair value of the hedging financial instruments amounted to financial liabilities of EUR 4,442 thousand at year-end.

B) SwAP

In order to cover the increased cost of the three-year variable compensation plan that would arise in the event of an increase in the Company’s share price, a swap

contract was arranged in December 2006 with an underlying of 4,950,000 Antena 3 de Televisión S.A. shares whereby the Company will settle with the agent bank

the positive or negative difference between the initial price and the market value of the shares on maturity in June 2009. The effect on the 2006 income statement

is to reduce staff costs by EUR 571 thousand.

108

20. inCoMe And expenses

A) REVENUE

Most of the Company’s sales are made in Spain.

B) AMORTISATION OF PROGRAMMES AND OTHER RIGHTS

The detail of “Amortisation of Programmes and Other Rights” in 2006 is as follows:

Thousands of Euros

Broadcasting of in-house productions 149,723

Outside production services 127,887

Programme broadcasting rights 110,023

Performances of and contributions by entertainers 12,490

Other amortisation 28,637

Live broadcasting rights 18,169

Addition to inventories (153,028)

totAL 293,901

The “Addition to Inventories” account reflects the expenses incurred in making programmes. In accordance with the Company’s procedures, these expenses are

capitalised and subsequently amortised as described in Note 4-e.

C) STAFF COSTS

The breakdown of staff costs for 2006 is as follows:

Thousands of Euros

Wages and salaries 83,996

Social security costs and other employee welfare expenses 13,888

Other staff costs 3,678

totAL 101,562

109

The remuneration of the members of senior management who are not executive directors amounted to EUR 2,696 thousand in 2006.

As the Spanish National Securities Market Commission (CNMV) was informed on 12 May 2004, the Company’s shareholders at the Annual General Meeting on that

date approved a three-year variable compensation and loyalty-building plan for the directors of the Antena 3 Group. Once the criteria of the Appointments and Re-

muneration Committee had been taken into account and the agreements of the relevant governing bodies had been obtained, the CNMV was notified of this plan

on 4 January 2005. It is aimed at two groups of directors and managers, for which homogeneous conditions were established, and it continued to be implemented

this year.

The most salient matters relating to the implementation of this plan at 31 December 2006 were as follows:

1. Plan beneficiaries: a total of 31 beneficiaries, all of them in the two categories established in the plan, namely: executives and professionals related to the Antena

3 Group by an employment relationship or a contract for services (both directors and non-directors). At 31 December 2006 there were 27 beneficiaries at Antena

3 de Televisión, S.A.

2. Overall amount of the plan: the implementation of the plan at 2006 year-end represented 86.0% of the maximum incentive possible approved by the General

Meeting. This percentage is the sum of:

a. 1.72% of the result of multiplying by 11.6 the difference between EUR 120,000 thousand and the consolidated EBITDA of the Antena 3 Group at 31 December

2006, based on the formally prepared and audited financial statements and in accordance with the criteria established at the aforementioned General Meeting.

The maximum percentage approved by the General Meeting in this connection was 2%.

b. 0.860% of the difference between EUR 1,392,000 thousand and the average stock market value of the Company in December 2006, up to a limit of EUR

2,000,000 thousand. The maximum percentage approved by the General Meeting in this connection was 1%.

3. Means of applying the plan to the different groups:

a. Until 10 July 2009: group with mixed variable compensation, which includes the payment of 30% of the total amount in July 2007 and the remaining 70% in July

2009. This group includes 13 beneficiaries, 10 of whom work for Antena 3 de Televisión, S.A., and the amount assigned is 75% of the aforementioned 86%.

b. Until 10 July 2007: group with variable compensation in cash only. This group consists of 18 beneficiaries, 17 of whom work for Antena 3 de Televisión, S.A.,

and the amount assigned is 11% of the aforementioned 86%.

The amount accrued for senior managers with respect to this plan is EUR 5,996 thousand, estimated on the basis of their staying with the Company until the plan

ends in June 2009.

110

The average number of employees in 2006, by category, was as follows:

Professional Category Number of Employees

Senior management 29

Operations and programmes personnel 919

Management 156

Interns 45

Specific-project hires 173

totAL 1,322

D) RENT AND ROYAlTIES

“Rent and Royalties” in the accompanying income statement for 2006 includes most notably the amounts paid to Retevisión I, S.A. as fees for the distribution of the

audiovisual signal.

E) OTHER CURRENT OPERATING EXPENSES

The breakdown of the balance of “Other Current Operating Expenses” in the 2006 income statement of income is as follows:

Thousands of Euros

Work performed by other companies 14,792

Communications 7,162

Advertising and publicity 8,627

Copyright and other expenses 89,206

totAL 119,787

F) FEES AND OTHER AMOUNTS PAID TO AUDITORS

The fees accrued in 2006 for audit services provided to Antena 3 de Televisión, S.A. by Deloitte, S.L. amounted to EUR 173 thousand. Also, the fees for other profes-

sional services provided to the Company by its auditors in 2006 amounted to EUR 61 thousand.

111

G) EXTRAORDINARY EXPENSES

The detail of “Extraordinary Expenses” in the income statement for 2006 is as follows:

Thousands of Euros

Period provisions for contingencies and charges (Note 4-j) 5,883

Other extraordinary expenses 1,723

totAL 7,606

21. reMunerAtion And otHer BeneFits oF tHe direCtors

The compensation earned in 2006 by the former and current members of the Board of Directors for salaries and attendance fees amounted to EUR 1,923

thousand.

The Company has not granted any loans or advances to its Board members and it does not have any supplementary pension, retirement bonus, special indemnity or

life insurance commitments to them in their capacity as directors.

The amount accrued for directors under the three-year loyalty-building and variable compensation plan was EUR 10,655 thousand. This amount was estimated on

the basis of their staying with the Company until the plan ends in June 2009.

22. detAiL oF tHe eQuitY interests HeLd BY tHe direCtors in CoMpAnies engAging in siMiLAr ACtivities And perForMAnCe BY tHeM, As independent proFessionALs or As eMpLoYees, oF siMiLAr ACtivities

Pursuant to Article 127 ter.4 of the Spanish Companies Law, introduced by Law 26/2003, of 17 July, which amends Securities Market Law 24/1988, and the Conso-

lidated Companies Law, in order to reinforce the transparency of listed corporations, following is a detail of the companies engaging in an activity that is identical,

similar or complementary to the activity that constitutes the company object of Antena 3 de Televisión, S.A. in which the members of the Board of Directors own

equity interests, per the representations made by each of the directors, and of the functions, if any, that they discharge at those companies, and of the activities

that the members of the Board of Directors carry on, as independent professionals or as employees, that are identical, similar or complementary to the activity that

constitutes the company object of Antena 3 de Televisión, S.A.

112

A) DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OR EXECUTIVES OF OTHER ANTENA 3 DE TElEVISIóN GROUP COMPANIES

• Maurizio Carlotti: director acting severally of Publicidad 3, S.A., Sole-Shareholder Company.

B) DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OR EXECUTIVES OF SIGNIFICANT SHAREHOlDERS OF THE ANTENA 3 DE TElEVI-

SIóN GROUP

• José Manuel Lara Bosch: Chairman of the Board of Directors of Grupo Planeta- de Agostini, S.L.

• José Manuel Abad Silvestre: director and Managing Director of Grupo Planeta- de Agostini, S.L.

• Marco Drago: Deputy Chairman of the Board of Directors of Grupo Planeta- de Agostini, S.L.

• José Creuheras Margenat: director of Grupo Planeta- de Agostini, S.L.

• Nicolás Abel Bellet de Tavernost: member of the Operations Management Committee of RTL Group Communication, S.L.U.

• Elmar Heggen: member of the Management Committee and Regional Operations and Development Vice President of RTL Group, S.A.

C) EQUITY INTERESTS AND, IF APPROPRIATE, POSITIONS HElD BY DIRECTORS IN THE YEAR-ENDED 31 DECEMBER 2006, IN COMPANIES ENGAGING IN AN ACTI-

VITY THAT IS IDENTICAl, SIMIlAR OR COMPlEMENTARY TO THE ACTIVITY OF ANTENA 3 DE TElEVISIóN, S.A. AND OF ITS GROUP COMPANIES

None of the directors of Antena 3 de Televisión, S.A. performs, as an independent professional or as an employee, activities that are identical, similar or complemen-

tary to the activity that constitutes the company object of Antena 3 de Televisión, S.A.

D) MEMBERS OF THE BOARD OF DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OF OTHER COMPANIES lISTED ON OFFICIAl STOCk

MARkETS IN SPAIN

• José Manuel Lara Bosch: director of Banco de Sabadell and of Compañía de Distribución Logista, S.A .

• Pedro Ramón y Cajal Agüeras: director of Indra Sistemas, S.A.

E) ACTIVITIES PERFORMED BY THE DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A., AS INDEPENDENT PROFESSIONAlS OR AS EMPlOYEES, THAT ARE IDENTI-

CAl, SIMIlAR OR COMPlEMENTARY TO THE ACTIVITY CARRIED ON BY THE COMPANY

• Nicolás Abel Bellet de Tavernost: Chairman of the Board of Directors of Métropole Televisión. S.A. (television services).

• Elmar Heggen: member of the Board of Directors of Sportfive, S.A. and Freemantlemedia, S.A.

113

23. stAteMents oF CHAnges in FinAnCiAL position For 2006 And 2005

Following are the statements of changes in financial position for 2006 and 2005:


APPlICATION OF FUNDS

Funds applied in operations - -

Dividends distributed 109,429 166,309

Capital reductions and distribution of treasury shares 278,073 -

Non-current asset additions-

Intangible assets 182 428

Property, plant and equipment 8,902 10,722

Long-term investments-

Investments in subsidiaries, associates and other companies 252 46,555

Guarantees and deposits - 282

Long-term loans - -

Transfer to long term of prepaid taxes and tax credits earned in prior years - 17,039

Acquisition of treasury shares 204,404 26,586

Repayment or transfer to short term of non-current liabilities - 62,250

TOTAl FUNDS APPlIED 601,242 330,171

FUNDS OBTAINED IN EXCESS OF FUNDS APPlIED (INCREASE IN wORkING CAPITAl) - -

totAL 601,242 330,171

114


SOURCE OF FUNDS

Funds obtained from operations 206,191 219,947

Non-current asset disposals

Treasury shares 178,909 -

Intangible assets - 1

Property, plant and equipment 853 1,577

Long-term investments

Investments in subsidiaries, associates and other companies 51 3,561

Guarantees and deposits - -

Repayment or transfer to short-term of long-term loans- - 1,397

Transfer to short term of prepaid taxes 6,859 -

Transfer to short term of long-term investments - 1,822

Non-current liabilities 5,141 22,930

Deferred income 1,976 454

TOTAl FUNDS OBTAINED 399,980 251,689

FUNDS APPlIED IN EXCESS OF FUNDS OBTAINED

(DECREASE IN wORkING CAPITAl) 201,262 78,482

totAL 601,242 330,171


Increase Decrease Increase Decrease

CHANGE IN wORkING CAPITAl

Inventories 27,877 - 25,585 -

Accounts receivable 5,104 - 1,854 -

Short-term investments - 109,668 - 59,487

Cash - 11,312 22,392 -

Accrual accounts - 539 - 605

Current liabilities - 112,724 - 68,221

totAL 32,981 234,243 49,831 128,313

CHAnge in working CApitAL - 201,262 - 78,482

115

The reconciliation of the profit for the year to the funds obtained from operations is as follows:


PROFIT FOR THE YEAR 306,900 207,472

ADD

Depreciation and amortisation charge and start-up costs 15,109 17,276

Provision to investment valuation allowance and charge to reserve for treasury shares 1,889 1,857

Amortisation of debt arrangement expenses - 845

lESS

Amount used of the provision for contingencies and charges (75,291) (7,503)

Gains on disposals of treasury shares (40,101) -

Gains on non-current asset disposals (2,315) -

Funds oBtAined FroM operAtions 206,191 219,947

24. expLAnAtion Added For trAnsLAtion to engLisH

These financial statements are presented on the basis of accounting principles generally accepted in Spain. Certain accounting practices applied by the Company that

conform with generally accepted accounting principles in Spain may not conform with generally accepted accounting principles in other countries.

116AntenA 3 de teLevisión, s.A. direCtors’ report For 2006

BUSINESS PERFORMANCE AND SITUATION OF THE COMPANY

Net revenue increased by 0.6% in 2006, from EUR 865 million in 2005 to EUR 870 million, due mainly to the conflicting movements in the advertising market and in

Antena 3 de Televisión, S.A.’s audience figures. While the former continued to grow significantly, the Company’s audience share was adversely affected by the entry

into the market of two new analogue channels (Cuatro and La Sexta) and the commencement of digital terrestrial television broadcasts, which multiply the range of

channels on offer to viewers. Although the audience of the digital channels is still small it should be noted that the Antena 3 channels (Nova and Neox) are amongst

the most popular.

Profit from operations was EUR 311 million, slightly up on the EUR 309 million achieved in 2005. With the limited increase in revenue, rigorous cost controls were

required in order to obtain a similar operating margin to last year. As a result expenses, including content and distribution of the signal of the new digital channels,

rose by only 0.6.

In March 2006, after various appeals, the subsidiary Uniprex S.A., Sole-Shareholder Company, paid the Radio Blanca Group the amounts ordered in the arbitral award

of 16 March 2004 together with the interest accrued up to the payment date. In August Antena 3 de Televisión, S.A. and the Telefónica Group reached a negotiated

agreement with respect to the interpretation of the agreement for sale by the Telefónica Group to Antena 3 de Televisión, S.A. of all the shares of Uniprex S.A., Sole-

Shareholder Company, specifically in connection with the allocation between the two parties of the costs arising from the arbitral award with respect to the support

agreement between Uniprex S.A., Sole-Shareholder Company and the Radio Blanca Group. As a result of this agreement Publicidad 3, S.A., Sole-Shareholder Com-

pany, the subsidiary holding the shares of Uniprex S.A., Sole-Shareholder Company, received EUR 63 million from the Telefónica Group as a reduction of the cost of

acquiring Uniprex S.A., Sole-Shareholder Company, in 2002.

The effect on Antena 3 de Televisión, S.A.’s accounts of this transaction and the transactions with treasury shares, as detailed in the related heading, was to raise

extraordinary profit for the year to EUR 111 million.

Profit before and after taxes stood at EUR 425 million and EUR 307 million, respectively, compared to EUR 299 million and EUR 207 million, respectively, in 2005.

2006 marked the first year of the transition from analogue to digital television, with the consequent broadening of the variety of television channels on offer. This

wider range also extends to technologies that are including television products in their traditional content, such as wireless telephones and the Internet. Antena 3 de

Televisión, S.A. continued to play an active role in all these new developments through its multimedia division. Some have already begun to give economically tangible

results while others allow the Company to remain at the forefront and guarantee the possibility of rolling out activities in new markets when they are developed.

117

However, the foregoing does not mean that the idea of generalist television is going to disappear. The experience of many other countries has shown that the

multiplication of television channels and audience fragmentation reduces the number of viewers for a given programme at a given time. It has also demonstrated

that viewers tend to focus on a limited number of channels that offer programmes of interest to wide-ranging social groups. These are precisely the most attractive

groups for advertisers of mass consumption products when launching their advertising campaign. The interest of these advertisers is reinforced by the fact that no

other medium in Spain has the same penetration as television. The impact of two new competitors in this area affected Antena 3 de Televisión, S.A. in 2006 since

they achieved a considerable combined audience share. It is to be hoped that their viewing figures will not continue increasing at the same rate in future and that

the erosion of our audience will be limited.

SIGNIFICANT EVENTS SUBSEQUENT TO YEAR-END

There were no significant events between year-end and the preparation of the Company’s financial statements.

OUTlOOk FOR THE COMPANY

Satisfying the needs of viewers and advertisers will continue to be the fundamental objective of Antena 3 de Televisión, S.A. The outlook for the television advertising market

remains positive within a favourable economic context. In addition, as indicated above, the impact on viewing figures of the entry of new free television competitors is expected

to be reduced.

The Company will aim to maintain the high levels of quality and competitiveness of its analogue channel while simultaneously consolidating its digital channels to ensure that

they are a benchmark in the new market at all times. As in previous years, the efficiency and cost control plans that have given such excellent results will be maintained.

The reinforcement of multimedia initiatives will play an essential part in Antena 3 de Televisión S.A. retaining its privileged position in such dynamic and changing worlds as

advertising and television content.

RESEARCH AND DEVElOPMENT ACTIVITIES

The Company does not carry out any specific research and development activities; however, it updates its investments in all new technologies related to engineering,

systems and content distribution on an ongoing basis.

118

TREASURY SHARE ACQUISITIONS

At the beginning of 2006 Antena 3 de Televisión S.A. held 3,703,817 treasury shares of EUR 0.75 par value each, representing 1.67% of the Company’s share capital.

Making partial use of the authorisation granted to this effect by the shareholders at the Annual General Meeting on 29 March 2006, the Company acquired 250,000 treasury

shares on the terms stipulated. The Company subsequently decided to sell all its treasury shares on the market.

As a result of the resolution adopted by the shareholders at the Extraordinary General Meeting held on 29 November 2006, 11,111,200 treasury shares were acquired from

Banco Santander Central Hispano in December 2006 according to the terms approved at the Extraordinary General Meeting.

At the aforementioned Extraordinary General Meeting, the shareholders also resolved to distribute an extraordinary dividend in December with a charge to reserves. This divi-

dend consisted of the distribution of one treasury share for every 48 shares held by shareholders and gave rise to the distribution of 4,093,978 shares. 1,733,076 shares were

also sold on the market in December.

As a result of the above transactions, at 31 December 2006 the Company held 5,284,146 treasury shares of EUR 0.75 par value each, representing 2.503% of the Company’s

share capital, and the gains arising on treasury share transactions in 2006 amounted to EUR 40 million.

USE OF FINANCIAl INSTRUMENTS AND MAIN FINANCIAl RISkS

The Company performs transactions with financial instruments mainly to hedge the exchange rate risk on the purchases of broadcasting rights in the year.

At 31 December 2006 the Company had arranged transactions to hedge its foreign currency asset and liability positions amounting to USD 108,829 thousand, at a

weighted average exchange rate of EUR 1.2616/USD. The net fair value of the hedging financial instruments amounted to financial liabilities of EUR 4,442 thousand

at year-end.

In order to cover the increased cost of the three-year variable compensation plan that would arise in the event of an increase in the Company’s share price, a swap

contract was arranged. The liability hedged by this contract was calculated taking into account the initial contracted price of the Company’s shares.

The Company has established the risk management systems required to ensure that all market transactions are carried out according to established policies, rules and

procedures and within the limits approved for each case. The Company’s main financial risks are as follows:

119

a) Foreign currency risk. The Company’s foreign currency risks relate mainly to the payments to be made in international markets to acquire broadcasting rights. The

Company arranges hedging instruments, mainly exchange hedges, to mitigate its foreign currency risk exposure.

b) Liquidity risk. The Company’s liquidity policy consists of arranging sufficient credit lines and short-term investments to satisfy its financial requirements on the basis

of expected business performance.

c) Credit risk. The Company does not have any significant credit risk since the average customer collection period is very short and guarantees are required for credit

sales. Cash placements are made and derivative instruments are arranged with institutions of recognized solvency.

Translation of a report originally issued in Spanish based on our work performed in accordance with generally accepted auditing standards in Spain and of consolida-

ted financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 26). In the event of

a discrepancy, the Spanish-language version prevails.

Auditors’ report 121

122 ConsoLidAted BALAnCe sHeets At 31 deCeMBer 2006 And 2005

Thousands of Euros NOTES 2006 2005

ASSETS

Goodwill 4 180,739 180,739

Other intangible assets 5 29,776 20,982

Property, plant and equipment 6 77,777 83,714

Investments accounted for using the equity method 7 431 479

Deferred tax assets 20 37,573 52,044

Other non-current assets 7 631 881

NON-CURRENT ASSETS 326,927 338,839

Programme rights 8 290,553 259,365

Inventories 3,678 4,042

Trade and other receivables 9 258,065 249,417

Current financial assets 1,144 3,478

Current tax assets 20 2,697 4,591

Other current assets 1,719 3,151

Cash and cash equivalents 20,569 140,014

CURRENT ASSETS 578,425 664,058

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS 465 545

totAL Assets 905,817 1,003,442

123


lIABIlITIES AND EQUITY

Share capital 10-a 158,335 166,668

Restricted reserves 10-b 45,908 63,134

Retained earnings 146,594 274,279

Treasury shares 10-c (95,115) (29,519)

Interim dividends 10-d - (83,038)

EQUITY 255,722 391,524

Bank borrowings 12 400 629

Provisions 11 749 1,717

Other non-current liabilities 11 43,212 36,936

NON-CURRENT lIABIlITIES 44,361 39,282

Bank borrowings 12 208,489 1,860

Trade and other payables 14 226,996 234,164

Other financial liabilities 4,620 11

Provisions 11 96,034 297,577

Current tax liabilities 20 31,713 14,326

Other current liabilities 11 36,931 23,466

CURRENT lIABIlITIES 604,783 571,404

lIABIlITIES DIRECTlY lINkED TO NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS 951 1,232

totAL LiABiLities And eQuitY 905,817 1,003,442

The accompanying Notes 1 to 26 are an integral part of the consolidated balance sheets at 31 December 2006 and 2005.

124 ConsoLidAted inCoMe stAteMents For tHe YeArs ended 31 deCeMBer 2006 And 2005


Revenue 17-a 934,409 932,042

Other income 67,290 72,737

Programme amortisation and other procurements 17-b (303,966) (303,725)

Staff costs 17-c (149,156) (152,087)

Depreciation and amortisation expense (20,173) (22,059)

Other operating expenses 17-d (200,390) (201,550)

OPERATING PROFIT 328,014 325,358

Net impairment losses (50) 8,737

Net gain (loss) on changes in the value of financial instruments at fair value (4,159) 14,253

Exchange differences 6,608 (14,451)

Net financial loss (1,628) (14,064)

Share of results of associates (110) -

Net gain from disposal of non-current assets 18 65,620 2,835

Other gains - 30

Other losses - -

PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 394,295 322,698

Income tax 20 104,578 96,688

proFit For tHe YeAr 289,717 226,010

Earnings per share 2006 2005

From continuing operations

Basic 1.331 1.034

Diluted 1.331 1.034

The accompanying Notes 1 to 26 are an integral part of the consolidated income statements for 2006 and 2005.

125ConsoLidAted stAteMents oF CHAnges in eQuitY For tHe YeArs ended 31 deCeMBer 2006 And 2005

Thousands of Euros Share Restricted Treasury Retained Interim Equity Capital Reserves Shares Earnings Dividend Attributable to the Parent

BAlANCE AT 31 DECEMBER 2004 166,668 36,548 (2,933) 150,416 - 350,699

Gains and losses:

Net changes in cash flow hedges - - - 8,971 - 8,971

Profit for the year - - - 226,010 - 226,010

Treasury share transactions: -

Acquisition of treasury shares - 26,586 (26,586) (26,586) - (26,586)

Distribution of profit: -

2004 dividend - - - (83,271) - (83,271)

Interim dividend out of 2005 profit - - - - (83,038) (83,038)

Tax effect of IFRS adjustments - - - (3,563) - (3,563)

Changes in the scope of consolidation and other - - - 2,302 - 2,302

BAlANCE AT 31 DECEMBER 2005 166,668 63,134 (29,519) 274,279 (83,038) 391,524

Gains and losses:

Net changes in cash flow hedges - - - (2,769) - (2,769)

Profit for the year - - - 289,717 - 289,717

Treasury share transactions: -

Acquisition of treasury shares - 5,627 (204,404) (114,916) - (313,693)

Sale of treasury shares - (29,519) 138,808 178,909 - 288,198

Distribution of profit: -

2005 dividend - - - (177,002) 83,038 (93,964)

2006 extraordinary dividend - - - (93,537) - (93,537)

Capital reduction (8,333) 6,666 - (198,335) - (200,002)

Tax effect of IFRS adjustments - - - (12,882) - (12,882)

Changes in the scope of consolidation and other - - - 3,130 - 3,130

BAlANCE AT 31 DECEMBER 2006 158,335 45,908 (95,115) 146,594 - 255,722

126


1.- CASH FlOwS FROM OPERATING ACTIVITIES

Consolidated profit for the year before tax 394,295 322,698

ADJUSTMENTS FOR (3,880) 71,439

Depreciation / amortisation 20,173 22,059

Provisions 42,230 46,721

Gains / Losses from investing activities (+/-): (65,572) (11,602)

Profit of companies accounted for using the equity method 110 -

Financial profit / loss (821) 14,262

CHANGES IN wORkING CAPITAl (58,809) (60,324)

NET CASH FROM OPERATIONS 331,605 333,813

Other working capital payments (208,037) -

Income taxes paid (83,730) (38,625)

net CAsH FLows FroM operAting ACtivities 39,838 295,189

2.- CASH FlOwS FROM INVESTING ACTIVITIES

INVESTMENTS (24,658) (68,811)

Subsidiaries, joint ventures and associates (252) (45,231)

Property, plant and equipment and intangible assets (24,406) (23,580)

DISPOSAlS 66,573 20,217

Subsidiaries, joint ventures and associates 66,573 15,800

Property, plant and equipment and intangible assets - 4,416

NET CASH FlOwS FROM INVESTING ACTIVITIES 41,915 (48,594)

3.- CASH FlOwS FROM FINANCING ACTIVITIES

Finance costs paid 524 (3,879)

Capital reduction (200,002) -

Dividends paid (104,214) (166,309)

Acquisition of treasury shares (103,610) (26,586)

Bank borrowings 206,400 (91,944)

NET CASH FlOwS FROM FINANCING ACTIVITIES (200,902) (288,718)

NET INCREASE / DECREASE IN CASH (119,149) (42,123)

Cash and cash equivalents at beginning of year 140,014 178,471

Changes in the scope of consolidation / IFRS (296) 3,666

Cash and cash equivalents at beginning of year - new scope of consolidation 139,717 182,137

Cash and cash equivalents at end of year 20,569 140,014

ConsoLidAted CAsH FLow stAteMents For tHe YeArs ended 31 deCeMBer 2006 And 2005

127AntenA 3 de teLevisión, s.A. And suBsidiAries notes to tHe 2006 And 2005 ConsoLidAted FinAnCiAL stAteMents

1. desCription oF tHe group

Antena 3 de Televisión, S.A., the Group’s Parent, with registered office at Avenida Isla Graciosa, 13, San Sebastián de los Reyes (Madrid), was incorporated on 7 June

1988, and its then sole company object was the indirect management of a television service.

For this purpose, it submitted a bid in response to the call for tenders made under Article 8 of Private Television Law 10/1988, of 3 May, and, pursuant to a resolution

of the Spanish Council of Ministers of 25 August 1989, was awarded a concession for the indirect management of the television service, for a period of ten years,

which ended on 3 April 2000.

On 7 May 1996, the shareholders at the Annual General Meeting resolved to change and extend the Parent’s corporate purpose, as permitted by Satellite Telecom-

munications Law 37/1995.

On 10 March 2000, the Council of Ministers adopted a resolution renewing the concession for the indirect management of the television service for a period of ten

years from 3 April 2000. The terms of this renewal were the same as for the former concession, with the added obligation of commencing digital broadcasting on 3

April 2002. The Parent made all the necessary investments to enable it to begin broadcasting on that date the Antena 3 de Televisión, S.A. signal pursuant to Royal

Decree 2169/1998 of 9 October, which approved the Spanish Technical Plan for Digital Terrestrial Television.

On 25 November 2005, the Council of Ministers resolved to expand the concession contract, simultaneously with the rest of concession-holders in Spain, by granting

the Parent three Digital Terrestrial Television (DTT) channels, on a single frequency and on one multiplex, which would replace the channel through which the network

has been broadcasting all its analogue programmes simultaneously since April 2002. Thus, from 30 November 2005, the Parent has offered three different types of

programming: the general Antena 3 Televisión channel which uses analogue technology and two DTT channels, each with a different type of programming.

In relation to the renewal of the radio broadcasting service concessions owned by Uniprex, S.A., Sole-Shareholder Company, to date applications have been sub-

mitted to the competent authorities, in accordance with the legislation in force, for the renewal of concessions about to expire and for authorisation of a change of

ownership of other concessions. In certain cases the renewal of the concession was granted expressly, whereas in others it was obtained by the administrative silence

route after the pertinent appeals were filed with a higher administrative body, in accordance with Article 43 of the Public Authorities and Common Administrative

Procedure Law.

The other Group companies engage mainly in activities relating to the production, reproduction and broadcasting of sounds and images (see Note 2).

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The Parent’s Annual General Meeting and its Board of Directors Meeting, on 28 April 2003 and 29 July 2003, respectively, resolved to request the admission to listing

of all the shares of Antena 3 de Televisión, S.A. on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, and their inclusion in the Spanish Unified Compute-

rized Trading System (Continuous Market).

On 29 October 2003, the Parent’s shares commenced trading on these stock markets.

In view of the business activities carried on by the companies, they do not have any environmental liability, expenses, assets, provisions or contingencies that might

be material with respect to the equity, financial position and results of operations of the corporate Group. Therefore, no specific disclosures relating to environmental

issues are included in these notes to the consolidated financial statements.

2. BAsis oF presentAtion oF tHe FinAnCiAL stAteMents And BAsis oF ConsoLidAtion

A) BASIS OF PRESENTATION

These consolidated financial statements were prepared on the basis of the accounting records kept by the Parent and by the other Group companies in accordance

with International Financial Reporting Standards (EU-IFRSs), adopted by the European Union in conformity with Regulation (EC) no. 1606/2002 of the European

Parliament and the Council.

The Group’s consolidated financial statements were prepared taking into account all the mandatory accounting policies and rules and measurement bases with a

material effect on the consolidated financial statements, as well as the alternative treatments permitted by the relevant legislation in this connection, and, accordingly,

they present fairly the Group’s consolidated equity and financial position at 31 December 2006 and the results of its operations, the changes in consolidated equity

and the consolidated cash flows in the year then ended.

However, since the accounting policies and measurement bases used in preparing the Group’s consolidated financial statements for 2006 (EU-IFRSs) differ from those

used by the Group companies (Spanish GAAP), the required adjustments and reclassifications were made on consolidation to unify the policies and methods used

and to make them compliant with EU-IFRSs.

The 2006 consolidated financial statements of the Group and the 2006 individual financial statements of the Group companies, which were prepared by the com-

panies’ respective directors, will be submitted for approval by the related shareholders at the respective Annual General Meetings, and it is considered that they will

be approved without any changes.

The 2005 consolidated financial statements, which were approved by the shareholders at the Annual General Meeting on 29 March 2006 and are included for com-

parison purposes, were also prepared in accordance with EU-IFRSs applied on a basis consistent with that applied in 2006.

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Responsibility for the information and for the estimates made

The information in these financial statements is the responsibility of the Group’s directors.

In the Group’s consolidated financial statements for 2006 estimates were occasionally made in order to quantify certain of the assets, liabilities, income, expenses and

commitments reported herein. These estimates relate basically to the following:

• The impairment losses on certain assets (see Notes 5, 6 and 9),

• The assumptions used in the calculation of liabilities arising from the three-year executive compensation plan (see Note 18-b),

• The useful life of the property, plant and equipment and intangible assets (see Notes 3-b and 3-c),

• The measurement of goodwill arising on consolidation (see Note 4),

• Programme amortisation (see Note 3-d),

• The fair value of certain unquoted assets (see Notes 7 and 13), and

• Provisions (see Note 11)

Although these estimates were made on the basis of the best information available at 31 December 2006 on the events analysed, events that may take place in the

future might make it necessary to change these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be applied prospectively,

recognising the effects of the change in estimates in the related consolidated income statements.

B) BASIS OF CONSOlIDATION

Subsidiaries

Following are the subsidiaries included in the scope of consolidation:

Corporate Name location Year of line of Business Owner Company 2006 Incorporation %

Antena 3 Directo, S.A.U. (*) Madrid 1994 Direct TV sales Antena 3 de Televisión, S.A. 100

Antena 3 Editorial, S.A.U. Madrid 1990 Management of rights Antena 3 de Televisión, S.A. 100

Antena 3 Multimedia, S.L.U. Madrid 2004 Commercial management by television Antena 3 de Televisión, S.A. 100

Antena 3 Temática, S.A.U. en liquidación (*) Madrid 1998 Audiovisual productions Antena 3 de Televisión, S.A. 100

Atres Advertising, S.L.U. Madrid 2004 Management of advertising Antena 3 de Televisión, S.A. 100

Ensueño Films, S.L.U. Madrid 2000 Audiovisual productions Antena 3 de Televisión, S.A. 100

Guadiana Producciones, S.A.U. (*) Madrid 1994 Audiovisual productions Antena 3 de Televisión, S.A. 100

Movierecord Cine, S.A.U. Madrid 1966 Advertising in cinemas Antena 3 de Televisión, S.A. 100

Organizaciones Deportivas y Culturales Unipublic, S.A.U. Madrid 1984 Organisation of sports events Antena 3 de Televisión, S.A. 100

Publicidad 3, S.A.U. Madrid 1982 Radio broadcasting services Antena 3 de Televisión, S.A. 100

Unipublic, S.A.U. Madrid 1975 Organisation of sports events Antena 3 de Televisión, S.A. 100

Antena de Radiodifusión, S.A.U. Madrid 1994 Radio broadcasting services Publicidad 3, S.A.U. 100

Medipress Valencia, S.A.U. Valencia 1998 Radio broadcasting services Publicidad 3, S.A.U. 100

Uniprex, S.A.U. Madrid 1967 Radio broadcasting services Publicidad 3, S.A.U. 100

Antena 3 Televisión Digital Terrestre de Canarias, S.A.U. Las Palmas 2006 Local digital terrestrial television Uniprex, S.A.U. 100

Canal Media Radio Galicia, S.L.U. A Coruña 1997 Radio broadcasting services Uniprex, S.A.U. 100

Canal Media Radio, S.A.U. Madrid 1997 Radio broadcasting services Uniprex, S.A.U. 100

Compañía Tres Mil Ochocientos, S.L.U. A Coruña 1989 Radio broadcasting services Uniprex, S.A.U. 100

Corporación Radiofónica Castilla León, S.A.U. Valladolid 2000 Radio broadcasting services Uniprex, S.A.U. 100

Estaciones Radiofónicas de Aragón, S.A.U. Zaragoza 1972 Radio broadcasting services Uniprex, S.A.U. 100

Grupo Universal de Emisoras de Radio Amanecer, S.A.U. Madrid 1989 Radio broadcasting services Uniprex, S.A.U. 100

Ipar Onda, S.A.U. San Sebastián 1988 Radio broadcasting services Uniprex, S.A.U. 100

La Veu de Lleida, S.L.U. Lleida 1991 Radio broadcasting services Uniprex, S.A.U. 100

Onda Cero, S.A.U. Coslada 1989 Radio broadcasting services Uniprex, S.A.U. 100

Ondadit, S.L.U. Madrid 1994 Radio broadcasting services Uniprex, S.A.U. 100

Radio Alamedilla, S.A.U. Salamanca 1989 Radio broadcasting services Uniprex, S.A.U. 100

Radio Noticias 90, S.A.U. Las Palmas 1989 Radio broadcasting services Uniprex, S.A.U. 100

Radio Sistemas Radiofónicos Cinco, S.L.U. Madrid 1989 Radio broadcasting services Uniprex, S.A.U. 100

Radio Tormes, S.A.U. Salamanca 1989 Radio broadcasting services Uniprex, S.A.U. 100

Rkor Radio, S.L.U. Barcelona 1983 Radio broadcasting services Uniprex, S.A.U. 100

Uniprex Televisión, S.L.U. Madrid 2004 Indirect management of TV service Uniprex, S.A.U. 100

Uniprex Televisión Digital Terrestre Catalana, S.L.U. Barcelona 2005 Local digital terrestrial television Uniprex, S.A.U. 100

Uniprex Televisión Digital Terrestre de Andalucía, S.L.U. Sevilla 2006 Local digital terrestrial television Uniprex, S.A.U. 100

Uniprex Televisión Digital Terrestre de Canarias, S.L.U. Las Palmas 2006 Local digital terrestrial television Uniprex, S.A.U. 100

Uniprex Valencia TV, S.L.U. Valencia 2005 Local digital terrestrial television Uniprex, S.A.U. 100

Canal Radio Castilla y León, S.L.U. Valladolid 1997 Radio broadcasting services Canal Media Radio, S.A.U. 100

Canal Radio Valencia, S.L.U. Valencia 1997 Radio broadcasting services Canal Media Radio, S.A.U. 100

(*) Companies included in non-current assets and non-current liabilities of discontinued operations.

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The Parent has the capacity to exercise effective control over all these subsidiaries, and, consequently, their financial statements are fully consolidated with those of

the Parent. Adjustments were made to the financial statements of the subsidiaries to adapt the accounting policies used to those applied by the Group.

The results of subsidiaries acquired during the year are included in the consolidated income statement from the date of acquisition to year-end.

Associates

Following are the companies over which Antena 3 de Televisión, S.A. is in a position to exercise significant influence, but not control:

Corporate Name location Year of Incorporation line of Business Owner Company 2006 %

I3 Televisión, S.L. Madrid 2005 IT services Antena 3 de Televisión, S.A. 50

V-News Agencia de Noticias, S.L. Granada 2006 Audiovisual and recording reproduction Antena 3 de Televisión, S.A. 50

Canal Factoría de Ficción, S.A. Madrid 2000 Production of fiction programmes Antena 3 de Televisión, S.A. 40

Unimedia Central de Medios, S.A. (*) Madrid 1997 Advertising Unipublic, S.A.U. 49

Corporación Radiofónica Región de Murcia, S.A. Murcia 2000 Radio broadcasting services Uniprex, S.A.U. 50

Teledifusión Madrid, S.A. Madrid 2005 Radio broadcasting services Uniprex Televisión, S.L.U. 10

(*) Company included in non-current assets and non-current liabilities of discontinued operations.

Changes in the scope of consolidation and main transactions in 2006

On 26 May 2006, the Group formed Antena 3 Televisión Digital Terrestre de Canarias, Sole-Shareholder Company, the company object of this company being the

indirect management of the local digital terrestrial television service.

On 14 July 2006, the Group formed Uniprex Televisión Digital Terrestre Andalucía, S.L., Sole-Shareholder Company, and Uniprex Televisión Digital Terrestre, S.L., Sole-

shareholder Company, the company object of these two companies being the indirect management of the local digital terrestrial television service.

These companies were included in the scope of consolidation as subsidiaries in 2006, and were consequently fully consolidated.

On 24 April 2006, the shareholders at the Annual and Universal General Meeting of Canal Factoría de Ficción, S.A. resolved to reduce the capital of the company

by EUR 300 thousand in order to forgive all the capital calls not paid since the incorporation of the company. The percentage of ownership of Antena 3 remained

unchanged although the investment was reduced by the amount of the unpaid capital calls, i.e. EUR 120 thousand.

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On 11 May 2006, Antena 3 de Televisión, S.A. transferred 50% of its ownership interest in I3 Televisión S.L. to Indra Sistemas, S.A. for a price equal to the shares’ par

value, i.e. EUR 150 thousand. The percentage of ownership of Antena 3 de Televisión, S.A. in I3 Televisión, S.L. was reduced to 50% with an investment of EUR 150

thousand. Although the Parent owns 50% of the share capital it does not manage the company and it is therefore accounted for using the equity method.

On 13 November 2006, the Parent acquired an equity interest in V-News Agencia de Noticias, S.L. by participating in a capital increase, in which it subscribed and

paid EUR 252 thousand for 50% of the share capital. As in the previous case, the Parent does not manage the company which, accordingly, is consolidated using

the equity method.

The effect of the exclusion of the assets and liabilities of these companies from the consolidated financial statements is insignificant in all cases.

Changes in the scope of consolidation and main transactions in 2005

On 26 May 2005, Antena 3 de Televisión, S.A. acquired all the share capital of Unipublic, S.A., Sole-Shareholder Company, whose company object is to carry on

advertising activities and to organise sporting contests. As a result of this acquisition, Unipublic was fully consolidated from 1 June 2005.

On the same date, the Parent acquired all the share capital of Organizaciones Deportivas y Culturales Unipublic, S.A., Sole-Shareholder Company, whose company

object is identical to that of Unipublic, S.A., Sole-Shareholder Company, and which was also fully consolidated from 1 June 2005.

On 14 July 2005, the Group formed Uniprex Television Digital Terrestre Catalana, S.L., Sole-Shareholder Company, and Uniprex Valencia TV, S.L., Sole-Shareholder

Company, the company object of these two companies being the indirect management of the local digital terrestrial television service.

I3 Televisión S.L., Sole-Shareholder Company, was formed on 30 November 2005 with the purpose of developing, installing and marketing IT-based applications and

systems and of marketing software products.

These companies were included in the scope of consolidation as subsidiaries in 2005, and were consequently fully consolidated.

Teledifusión Madrid, S.A., in which Uniprex Televisión, S.L., Sole-Shareholder Company, has a 10% ownership interest, was incorporated on 27 December 2005.

From this date this company, whose company object consists of the indirect management of the local digital terrestrial television service, was accounted for using

the equity method.

On 29 December 2005, Uniprex, S.A., Sole-Shareholder Company, acquired all the share capital of Rkor Radio, S.L., Sole-Shareholder Company, which engages in the

provision of radio broadcasting services and which was fully consolidated from 29 December 2005.

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3. ACCounting poLiCies

The principal accounting policies used in preparing the Group’s consolidated financial statements, in accordance with EU-IFRSs, were as follows:

A) CONSOlIDATION GOODwIll

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities

of a subsidiary at the date of acquisition.

The acquired assets and liabilities are provisionally measured at the date on which the Group obtains control over the subsidiary. This measurement is reviewed within

a year from the acquisition date, until the fair value of assets and liabilities is definitively determined. Any excess of the cost of acquisition of the company over the

corresponding carrying amount will be temporarily recognised as goodwill.

Goodwill is only recognised when it has been acquired for consideration and represents, therefore, a payment made by the acquirer in anticipation of future economic

benefits from assets of the acquired company that are not capable of being individually identified and separately recognised.

Goodwill acquired on or after 1 January 2004, is measured at acquisition cost and that acquired earlier is recognised at the carrying amount at 31 December 2003.

In both cases, at the end of each reporting period goodwill is reviewed for impairment (i.e. a reduction in its recoverable amount to below its carrying amount) and

any impairment is written down with a charge to “Net Impairment Losses” in the accompanying consolidated income statement.

An impairment loss recognised for goodwill is not reversed in a subsequent period.

B) OTHER INTANGIBlE ASSETS

Administrative concessions

This heading includes mainly the cost assigned to administrative concessions for radio broadcasting acquired by Uniprex, S.A., Sole-Shareholder Company, and

by Publicidad 3, S.A., Sole-Shareholder Company. The corresponding amount in the accompanying balance sheet relates to the expenses incurred to directly ob-

tain the concession from the State or from the related public agency, and this amount is being amortised on a straight-line basis over the initial concession period

of the licence.

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Computer software

The acquisition and development costs incurred by third parties in relation to the basic computer systems used in the Group’s management are recorded with a charge

to “Other Intangible Assets” in the consolidated balance sheet.

Computer system maintenance costs are recorded with a charge to the consolidated income statement for the year in which they are incurred.

Computer software is amortised on a straight-line basis over a period of between three and five years from the entry into service of each application, on the basis of

its estimated useful life.

Audiovisual productions

The balance of “Audiovisual Productions” relates to the costs incurred by the Group in the making of film productions. The carrying amount includes the produc-

tion costs incurred in relation to the remuneration paid to co-producers and the launch and first sale costs. The Group starts to amortise the films from the date of

commercial release or from the date on which the rating certificate is obtained. Each film production is amortised on an annual basis over the first commercial cycle

of the film, which the Group considers to be four years. Accordingly at each year-end the amortised percentage through that date is approximately the same as the

percentage of the revenue generated until then with respect to the present value of the estimated total revenue for that period. The Group records the appropriate

provisions on the net carrying amounts of these film productions in those cases where it is considered necessary based on future marketing expectations.

Since activities related to the acquisition, production and marketing of audiovisual productions are part of the Group’s normal operations, they are included in ope-

rating activities for cash flow statement purposes, and the charges to the consolidated income statement are included under “Programme Amortisation and Other

Procurements”.

C) PROPERTY, PlANT AND EQUIPMENT

Land and buildings acquired for the performance of the Group’s business activity or for administrative purposes are recognised in the consolidated balance sheet at

acquisition or production cost net of the related accumulated depreciation and any recognised impairment losses.

Replacements or renewals of complete items that lead to a lengthening of the useful life of the assets or to an increase in their economic capacity are recorded as

additions to property, plant and equipment, and the items replaced or renewed are derecognised.

Periodic maintenance, upkeep and repair expenses are recognised in the consolidated income statement on an accrual basis as incurred.

Fixtures and equipment are measured at cost net of the related depreciation and any recognised impairment losses.

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Depreciation is calculated, using the straight-line method, on the basis of the acquisition cost of the assets less their residual value; the land on which the buildings

and other structures stand has an indefinite useful life and, therefore, is not depreciated.

The period property, plant and equipment depreciation charge is recognised in the consolidated income statement and is based on the application of the following

depreciation rates, which are determined on the basis of the average years of useful life of the various assets:

Years of Useful life

Structures 33

Plant 10

Machinery and tools 5, 8, 10 and 12.5

Furniture 10

Computer hardware 5 to 10

Transport equipment and other items of property, plant and equipment 6 and 10

Assets held under finance leases are recognised in the corresponding asset category, and are depreciated over their expected useful lives on the same basis as owned

assets or, where shorter, over the term of the relevant lease.

D) PROGRAMME RIGHTS

Programme rights are valued, based on their nature, as follows:

1. Inventoriable in-house productions (programmes produced to be re-run, such as series) are measured at acquisition and/or production cost, which includes

both external costs billed by third parties for programme production and for the acquisition of resources, and internal production costs, which are calculated by

applying preset internal rates on the basis of the time during which operating resources are used in production. The costs incurred in producing the programmes

are recognised, based on their nature, under the appropriate headings in the consolidated income statement and are included under “Programme Rights” in the

consolidated balance sheet with a credit to “Inclusion in Programme Rights” under “Programme Amortisation and Other Procurements” in the accompanying

consolidated income statement.

Amortisation of these programmes is recorded under “Programme Amortisation and Other Procurements” in the consolidated income statement, on the basis of

the number of showings, in accordance with the rates shown below:

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Amortisation Rate

1st showing 90%

2nd showing 10%

The maximum period for amortisation of series is three years, after which the unamortised amount is written off.

Given their special nature, the series which are broadcast daily are amortised in full when the first showing of each episode is broadcast.

2. Non-inventoriable in-house productions (programmes produced to be shown only once) are valued by the same methods and procedures as those used to value

inventoriable in-house productions. Programmes produced and not shown are recognised at year-end under “Programme Rights - In-House Productions and

Productions in Process” in the consolidated balance sheet. The cost of these programmes is recognised as an expense under “Programme Amortisation and Other

Procurements” in the consolidated income statement at the time of the first showing.

3. Rights on outside productions (films, series and other similar productions) are measured at acquisition cost. These rights are deemed to have been acquired when

the term of the right commences for the Group.

When payments to outside production distributors are made in foreign currency, these rights are recognised in the consolidated balance sheet by applying to the

foreign currency amount the spot exchange rate prevailing when the term of the right commences.

Also, the initial value of all the outside productions acquired by the Group by means of derivative instruments designated as cash flow hedges pursuant to IAS 39

will include:

• the portion of the cumulative loss or gain on the hedging instrument on the date on which the term of the right commences.

• for payments made prior to the commencement of the right, the accumulated exchange gains or losses on that date.

The amortisation of the rights is recognised under “Programme Amortisation and Other Procurements” in the consolidated income statement on the basis of the

number of showings, in accordance with the rates shown below, which are established on the basis of the number of showings contracted:

137

Films Number of Showings Contracted

1 2 3 or More

1st showing 100% 50% 50%

2nd showing - 50% 30%

3rd showing - - 20%

Series Number of Showings Contracted

1 2 or More

1st showing 100% 50%

2nd showing - 50%

4. Live broadcasting rights are measured at cost. The cost of these rights is recognised as an expense under “Programme Amortisation and Other Procurements” in

the consolidated income statement at the time of broadcast of the event on which the rights were acquired.

Advances on purchases of rights

Payments made to acquire outside productions are recognised under “Programme Rights - Advances on Purchases of Rights” in the consolidated balance sheet and

if such payments are in foreign currency they are measured at the closing rate.

Allowances

The Group records allowances to reduce the unamortised value of in-house productions and of the rights on outside productions which it considers will not be shown.

When these rights expire, the allowances recorded are used to write off the cost of the rights.

Classification of programme rights

In accordance with standard practice in the industry in which the Group operates, programme rights are classified as current assets and the portion that is amortised

over more than one year is detailed in Note 8.

138

E) NON-CURRENT ASSETS AND lIABIlITIES OF DISCONTINUED OPERATIONS

The Group classifies under this item in the consolidated balance sheet the non-current assets and disposal groups whose carrying amount is expected to be recovered

through a sale transaction rather than through continuing use. The assets in this condition at 31 December 2006 were those relating to Antena 3 Directo, S.A., Sole-

Shareholder Company, Antena 3 Temática, S.A., Sole-Shareholder Company in liquidation, Guadiana Producciones, S.A., Sole-Shareholder Company and Unimedia

Central de Medios, S.A.

Non-current assets of discontinued operations are recorded at the lower of carrying amount and market value.

Non-current liabilities of discontinued operations include the fair value of the liabilities associated with the aforementioned assets, which are expected to be sold

at short term.

F) ClASSIFICATION OF FINANCIAl ASSETS AND lIABIlITIES AS CURRENT OR NON-CURRENT

In the accompanying consolidated balance sheet, financial assets and liabilities are classified on the basis of when it is estimated that they will be realised, i.e. financial

assets and liabilities that are expected to be realised in the course of the company’s normal business cycle or within no more than 12 months are classified as current

assets, and those which do not meet these requirements are classified as non-current assets.

Deferred tax assets and liabilities are classified as non-current regardless of when they are expected to be realised.

G) TRADE AND OTHER RECEIVABlES

Trade receivables are recognised in the consolidated balance sheet at the amount invoiced and the related value adjustment is recognised if there is objective evidence

of the risk of non-payment by the debtor.

H) DERIVATIVE INSTRUMENTS

Foreign exchange hedges

The derivative financial instruments held by the Group companies are basically cash flow hedges arranged to mitigate the exposure of the cash flows associated with

outside production rights to fluctuations in the US dollar/euro exchange rate.

Hedging instruments are recognised in the consolidated balance sheet at fair value and the changes therein are recognised directly in equity. When the term of the

broadcasting rights designated as a hedged item commences, the associated gains or losses on the derivative that had previously been recognised in equity are inclu-

ded in the initial measurement of the asset and from then on any change in the fair value of the hedging instrument is recognised directly in profit for the year.

The Group periodically tests the efficiency of the hedges outstanding, and the ineffective portion is recognised immediately in the consolidated income statement.

139

If a hedged transaction is no longer expected to occur, or no longer qualifies for hedge accounting, the net cumulative gain or loss recognised in equity is transferred

to net profit or loss for the year.

Swaps

In order to cover the higher cost of the three-year variable compensation plan that would arise as a result of an increase in the Parent’s share price, a swap contract

was arranged which meets all the requirements to be a hedging derivative.

The fair value of the swap is recorded in the accompanying consolidated balance sheet as a financial asset or liability, as appropriate, with a balancing entry in equity,

and the amount attributable to the accrued portion of the aforementioned compensation plan is charged to the financial profit for the year.

I) TREASURY SHARES

All the treasury shares of the Parent at 31 December 2006 represented 2.503% of the issued share capital at that date (the treasury share transactions performed in

2006 are summarised in Note 10). Treasury shares are deducted from equity.

Acquisitions or sales of treasury shares (see Note 10) are charged or credited to equity at the amount paid or received, respectively, and, therefore, the gains or losses

arising from these transactions are not reflected in the income statement but are recorded as an addition to or reduction of equity, respectively.

J) COSTS DERIVING FROM THE THREE-YEAR VARIABlE COMPENSATION PlAN

The Group charges the amount incurred in the year in connection with implementation of the three-year variable compensation plan to “Staff Costs” or “Other

Operating Expenses” in the accompanying consolidated income statement, based on the labour relationship or the services contract of the beneficiaries, with a credit

to “Other Non-Current Liabilities” and “Other Current Liabilities” in the accompanying consolidated balance sheet (see Note 18-b).

The amount incurred is calculated on the basis of the terms of the plan, taking into account the profit for 2006 and the Parent’s estimate of the future market value

of the shares of Antena 3 de Televisión, S.A., and it is expected that the entire plan will be paid in cash.

The amounts recognised in the 2006 financial statements were discounted to present value using a discount rate that reflects the time value of money. This effect is

included in the consolidated income statement as an interest expense as the value of the provision increases.

140

k) BANk BORROwINGS

Interest-bearing bank loans and overdrafts are recorded at the amount received. Finance charges are recognised in the consolidated income statement on an accrual basis

using the effective interest method and are added to the carrying amount of the liability to the extent that they are not settled in the period in which they arise.

l) TERMINATION BENEFITS

Under current labour legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. The consolidated companies’

directors do not anticipate the generation of any liabilities additional to those already recognised in this connection.

M) PROVISIONS

The present obligations arising from past events which could give rise to a loss for the Group which is uncertain as to its amount and timing are recognised as provisio-

ns in the consolidated balance sheet at the present value of the most probable amount that it is considered the Group will have to disburse to settle the obligation.

Provisions are quantified on the basis of the best information available at the date of preparation of the consolidated financial statements on the consequences of

the event giving rise to them and are reviewed and adjusted at the end of each year.

N) RECOGNITION OF REVENUE AND EXPENSES

Revenue and expenses are recognised on an accrual basis.

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for the goods and services provided in the

normal course of business, net of discounts, VAT and other sales-related taxes.

The consolidated companies basically obtain revenues from the sale of advertising space; this revenue is recognised in the consolidated income statement when the

related advertising spot is broadcast.

O) INCOME TAX; DEFERRED TAX ASSETS AND lIABIlITIES

The current income tax expense is calculated by aggregating the current tax arising from the application of the tax rate to the taxable profit for the year, after deduc-

ting the tax credits allowable for tax purposes, plus the change in deferred tax assets and liabilities.

Deferred tax liabilities are recognised for all taxable temporary differences, whereas deferred tax assets (including those relating to temporary differences and tax loss

and tax credit carryforwards) are only recognised to the extent that it is considered probable that the consolidated companies will have sufficient taxable profits in the

future against which the deferred tax assets can be utilised.

141

Tax assets and liabilities are calculated by applying the rates that are expected to be applicable at the date of the reversal. The current rates stand at 32.5% for 2007

and 30% for 2008 and following years.

In 2001 the Group started to be taxed on a consolidated basis. Antena 3 de Televisión, S.A. is the Parent of this consolidated tax Group (see Note 20).

P) FOREIGN CURRENCY TRANSACTIONS

The Group’s functional currency is the euro. Therefore, transactions in currencies other than the euro are deemed to be “foreign currency transactions” and are

recorded by applying the exchange rates prevailing at the date of the transaction.

Q) CONSOlIDATED CASH FlOw STATEMENTS

The following terms are used in the consolidated cash flow statements with the meanings specified:

• Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes

in value.

• Operating activities: the principal revenue-producing activities of the entity and other activities that are not investing or financing activities.

• Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

• Financing activities: activities that result in changes in the size and composition of the equity and borrowings of the Company that are not operating activities.

R) EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit attributable to the Parent by the weighted average number of ordinary shares outstanding during

the year, excluding the number of shares of the Parent held by the Group.

The Group did not perform any transactions of any kind leading to diluted earnings per share other than the basic earnings per share (see Note 22).

S) DIVIDENDS

The extraordinary dividend distributed with a charge to unrestricted reserves through the delivery of shares representing the Parent’s share capital, was valued at the

shares’ market price on the day before distribution. The gains obtained as a result of this valuation were recorded in equity.

Pursuant to current tax legislation, the tax revenue or payment, as applicable, also formed part of this dividend.

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4. goodwiLL

The changes in 2006 in “Goodwill” in the consolidated balance sheet were as follows:

Thousands of Euros Balance at Additions Balance at Additions Balance at 31/12/04 31/12/05 31/12/06

RADIO BUSINESS

Antena de Radiodifusión, S.A.U. 8,591 - 8,591 - 8,591

Canal Media Radio Galicia, S.L.U. 295 - 295 - 295

Canal Media Radio, S.A.U. 1,899 - 1,899 - 1,899

Ipar Onda, S.A.U. 260 - 260 - 260

Medipress Valencia, S.A.U. 559 800 1,359 - 1,359

Radio Alamedilla, S.A.U. 78 - 78 - 78

Radio Tormes, S.A.U. 314 - 314 - 314

Rkor Radio, S.L.U. - 9,100 9,100 - 9,100

Uniprex, S.A.U. 123,370 - 123,370 - 123,370

ORGANISATION OF SPORTS EVENTS BUSINESS

Organizaciones Deportivas y Culturales Unipublic, S.A.U. - 150 150 - 150

Unipublic, S.A.U. - 35,323 35,323 - 35,323

totAL, gross 135,366 45,373 180,739 - 180,739

The Group periodically assesses the recoverability of the goodwill described in the foregoing table, and takes into account two cash-generating units based on the

businesses of its subsidiaries: radio and the organisation of sports events. The Parent uses the strategic plans of the various businesses to calculate any possible im-

pairment, and discounts expected future cash flows.

At 31 December 2006 the directors considered that there was no indication of any impairment loss thereon.

At 31 December 2006 the valuation of the goodwill of Unipublic S.A., Sole-Shareholder Company, Organizaciones Deportivas y Culturales Unipublic, S.A.

Sole-Shareholder Company, and Rkor Radio S.L. Sole-Shareholder Company, was definite.

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5. otHer intAngiBLe Assets

The breakdown of the balances and transactions recognised in other intangible asset accounts in the consolidated balance sheets in 2006 and 2005 is as follows:

Thousands of Euros Balance at Additions Disposals or Transfers Balance at 31/12/05 or Charges Reductions 31/12/06

COST

Concessions, patents and trademarks 40,505 - (13) 2 40,494

Intellectual property 383 - - (2) 381

Computer software 27,302 451 (145) - 27,608

Audiovisual productions 13,601 573 (989) 13,587 26,772

Other intangible assets 647 - - - 647

Intangible assets in progress 9,981 13,040 (79) (13,587) 9,355

92,419 14,064 (1,226) - 105,257


Concessions, patents and trademarkss (32,891) (972) 11 - (33,852)

Intellectual property (340) (36) - - (376)

Computer software (24,106) (1,824) 140 - (25,790)

Audiovisual productions (11,230) (3,012) 60 - (14,182)

Other intangible assets (647) - - - (647)

(69,214) (5,844) 211 - (74,847)

AllOwANCES (2,223) - 1,589 - (634)

totAL 20,982 29,776

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Thousands of Euros Balance at Additions / Additions Disposals or Transfers Balance at 31/12/04 Derecognition due or Charges Reductions 31/12/05 to Change in Scope of Consolidation

COST

Concessions, patents and trademarks 40,507 13 - (27) 12 40,505

Intellectual property 395 2 - (2) (12) 383

Computer software 26,834 106 484 (66) (56) 27,302

Audiovisual productions 12,194 - 223 (16) 1,200 13,601

Other intangible assets 647 - - - - 647

Intangible assets in progress 867 - 10,314 - (1,200) 9,981

81,444 121 11,021 (111) (56) 92,419


Concessions, patents and trademarks (31,883) (13) (980) (3) (12) (32,891)

Intellectual property (317) (2) (65) 32 12 (340)

Computer software (20,932) (105) (3,134) 65 - (24,106)

Audiovisual productions (8,593) - (2,637) - - (11,230)

Other intangible assets (647) - - - - (647)

(62,372) (120) (6,816) 94 - (69,214)

AllOwANCES (2,424) - - 201 - (2,223)

totAL 16,648 20,982

Fully amortised intangible assets in use at 31 December 2006 and 2005, amounted to EUR 58,567 thousand and EUR 48,868 thousand, respectively.

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6. propertY, pLAnt And eQuipMent

The breakdown of the balances and transactions recognised in “Property, Plant and Equipment” in the consolidated balance sheets in 2006 and 2005 is as follows:


COST

Land and structures 62,030 - 1,144 (27) (14) 63,133

Plant and machinery 91,571 - 3,290 (974) 1 93,888

Other fixtures and tools 44,244 - 2,190 - 12 46,446

Furniture 14,206 (46) 810 (362) 1 14,609

Computer hardware 31,593 - 3,164 (1,166) 1 33,592

Transport equipment and other items of property,

plant and equipment 6,157 - 876 (747) - 6,286

Construction in progress 646 - 663 (646) - 663

250,447 (46) 12,137 (3,922) 1 258,617


Land and structures (17,271) - (2,018) 6 - (19,283)

Plant and machinery (68,690) - (8,258) 804 (1) (76,145)

Other fixtures and tools (32,058) - (3,016) - - (35,074)

Furniture (11,020) 4 (853) 319 - (11,550)

Computer hardware (26,101) - (2,711) 1,106 - (27,706)

Transport equipment and other items of

property, plant and equipment (4,738) - (481) 326 - (4,893)

(159,878) 4 (17,337) 2,561 (1) (174,651)

AllOwANCES (6,855) - - 666 - (6,189)

totAL 83,714 77,777

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COST

Land and structures 61,600 5,388 1,400 (6,358) - 62,030

Plant and machinery 96,116 236 7,223 (11,987) (17) 91,571

Other fixtures and tools 42,844 291 2,152 (1,082) 39 44,244

Furniture 14,201 492 245 (732) - 14,206

Computer hardware 30,353 115 1,640 (760) 245 31,593


plant and equipment 3,745 3,125 410 (1,123) - 6,157

Construction in progress 211 - 646 - (211) 646

249,070 9,647 13,716 (22,042) 56 250,447


Land and structures (16,119) (361) (1,877) 1,099 (13) (17,271)

Plant and machinery (71,363) (81) (8,340) 11,073 21 (68,690)

Other fixtures and tools (29,539) (83) (3,007) 598 (27) (32,058)

Furniture (10,321) (263) (969) 512 21 (11,020)

Computer hardware (23,433) (74) (3,277) 685 (2) (26,101)


plant and equipment (3,259) (1,447) (409) 377 - (4,738)

(154,034) (2,309) (17,879) 14,344 - (159,878)

AllOwANCES (7,274) - - 419 - (6,855)

totAL 87,762 83,714

At 31 December 2006 and 2005, fully depreciated property, plant and equipment in use amounted to EUR 91,079 thousand and EUR 78,605 thousand, respectively.

The Group does not have any temporarily idle items.

The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that might be filed against

it for carrying on its business activities. These policies are considered to adequately cover the related risks.

At 31 December 2005, the carrying amount of the Group’s land and structures included EUR 306 thousand (net of the related depreciation) in respect of assets held under

finance leases. These assets relate to Unipublic, S.A., Sole-Shareholder Company which, at 2006 year-end, had not entered into any finance lease agreements.

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7. investMents ACCounted For using tHe eQuitY MetHod And otHer non-Current Assets

The changes in these accounts in 2006 and 2005 were as follows:

Thousands of Euros Balance at Changes in Scope Additions Disposals Transfers Balance at 31/12/05 of Consolidation or Charges or Reductions 31/12/06

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Canal Factoría de Ficción, S.A. 239 - - (253) - (14)

Corporación Radiofónica Región de Murcia, S.A. 88 - - - - 88

I3 Televisión, S.L.U. - 150 - (33) - 117

Teledifusión Madrid, S.A. 100 - - (24) - 76

Unimedia Central de Medios, S.A. 52 (52) - - - -

V-News Agencia de Noticias, S.L. - 252 - (88) - 164

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD 479 350 - (398) - 431

OTHER INVESTMENTS 24 - - 15 - 39

lONG-TERM GUARANTEES AND DEPOSITS 825 - 55 (317) (1) 562

lONG-TERM lOANS 398 - 13 (235) (176) -

OTHER lONG-TERM AllOwANCES (397) - - 309 88 -

OTHER INVESTMENTS 31 - - (1) - 30

OTHER NON-CURRENT ASSETS 881 - 68 (229) (89) 631

148

Thousands of Euros Balance at Additions to Scope Additions Disposals Balance at 31/12/04 of Consolidation or Charges or Reductions 31/12/05

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Canal Factoría de Ficción, S.A. 289 - - (50) 239

Corporación Radiofónica Región de Murcia, S.A. 88 - - - 88

Teledifusión Madrid, S.A. - 100 - - 100

Unimedia Central de Medios, S.A. - 52 - - 52

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD 377 152 - (50) 479

OTHER INVESTMENTS

Media Park, S.A. 1,142 - - (1,142) -

T.V.I. Televisâo Independente, S.A. 2,016 - - - 2,016

Canal Satélite Digital, S.L. 11,145 - - (11,145) -

Other 26 144 - (25) 145

14,329 144 - (12,312) 2,161

lONG-TERM GUARANTEES AND DEPOSITS 654 19 282 (130) 825

lONG-TERM lOANS 585 - - (187) 398

IMPAIRMENT AllOwANCE (10,722) (120) - 8,705 (2,137)

OTHER lONG-TERM AllOwANCES - - (397) - (397)

OTHER INVESTMENTS - - 31 - 31

OTHER NON-CURRENT ASSETS 4,846 - - - 881

These assets are carried at fair value. None of the Group’s investees is listed on Spanish or foreign stock exchanges.

149

8. progrAMMe rigHts

The detail of “Programme Rights” is as follows:


Programme rights, net

Rights on outside productions 244,744 241,988

In-house productions and programmes in process 34,439 28,467

Sports broadcasting rights 3,214 3,214

Impairment losses (31,611) (38,274)

250,786 235,395

ADVANCES ON PURCHASES OF RIGHTS 39,767 23,970

totAL 290,553 259,365

At 31 December 2006, the Parent had commitments, mainly for the purchase of audiovisual property rights, amounting to EUR 167,505 thousand. In addition, the

Parent has purchase commitments to distributors, the definitive amount and price of which will be determined once the programmes are produced and, in certain

cases, by establishing the acquisition price on the basis of box-office takings. The best estimate of these commitments amounts to EUR 84,660 thousand.

It is estimated that EUR 139,434 thousand of rights on inventoriable in-house and outside productions will be amortised in 2007 (see Note 3-d).

.

150

9. trAde And otHer reCeivABLes

The detail of “Trade and Other Receivables” in the consolidated balance sheets at 31 December 2006 and 2005, is as follows:


Trade receivables 245,620 238,721

Receivable from associates 3,984 1,686

Other accounts receivable 8,460 9,010

totAL 258,064 249,417

The estimated amounts are recognised in the consolidated balance sheet net of allowances for estimated bad debts, on the basis of prior years’ experience and the

Group’s assessment of the current economic climate.

10. eQuitY

A) SHARE CAPITAl

Until 29 November 2006, the Parent’s share capital amounted to EUR 166,668 thousand and consisted of 222,224,000 fully subscribed and paid shares of EUR 0.75

par value each, all of which are of the same class and series and carry the same rights.

The Parent’s shareholders at an Extraordinary General Meeting held on 29 November 2006 resolved to reduce capital through the redemption of 11,111,200 shares

for EUR 8,333 thousand, in order to reimburse contributions made by the shareholder Macame, S.A. This capital reduction was charged to the Company’s unrestricted

reserves pursuant to Article 167.1.3 of the Consolidated Companies Law.

Accordingly, the Parent’s share capital consists of 211,112,800 fully subscribed and paid shares of EUR 0.75 par value all of which are of the same class and series

and carry the same rights.

B) RESTRICTED RESERVES

legal reserve

Under the Consolidated Companies Law, 10% of the net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least

20% of share capital.

151

The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.

Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for

this purpose.

As a result of the reduction in share capital carried out by the Parent in 2006, the balance of the legal reserve fell by EUR 1,667 thousand.

Reserve for retired capital

As a result of the capital reduction, a reserve was constituted for EUR 8,333 thousand, an amount equal to the par value of the shares, which may only be used if the

same conditions as those for the reduction of share capital are met, pursuant to Article 167.1.3 of the Consolidated Companies Law.

Reserve for treasury shares

Pursuant to the Consolidated Companies Law, a restricted reserve must be recorded for an amount equal to the value of the treasury shares held by the Parent. Also,

the par value of the treasury shares cannot exceed 5% of the Parent’s share capital and the shares must be fully paid in.

Reserves at consolidated companies

The detail of the reserves at fully consolidated companies and at companies accounted for using the equity method at 31 December 2006 and 2005 is as follows:


Subgrupo Uniprex 14,816 932

Unipublic, S.A.U. 8,379 -

Antena 3 Editorial, S.A.U. 4,605 2,691

Other (2,136) (1,321)

FUllY CONSOlIDATED 25,664 2,302

Canal Factoría Ficción, S.A. 10 141

Unimedia Central de Medios, S.A. 23 23

COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD 33 164

totAL 25,697 2,466

152

C) CONTRIBUTIONS TO CONSOlIDATED PROFIT BY COMPANY

The detail of the contributions to the consolidated profit for the year of the fully consolidated companies and companies accounted for using the equity method at

31 December 2006 and 2005 is as follows:


Antena 3 de Televisión, S.A. 201,431 205,349

Subgrupo Uniprex 18,899 13,884

Publicidad 3, S.A.U. 63,097 (405)

Antena 3 Editorial, S.A.U. 3,002 1,834

Unipublic, S.A.U. 139 5,868

Other 3,149 (520)

totAL 289,717 226,010

D) TREASURY SHARES

The changes in “Treasury Shares” in 2006 and 2005 were as follows:

2006 2005

Number Number of Shares of Shares

At beginning of year 3,703,817 1,926,008

Purchases 11,361,200 1,777,809

Sales (5,686,893) -

Delivery of shares (4,093,978) -

AT END OF YEAR 5,284,146 3,703,817

In December 2006, as a result of the resolution of the Extraordinary General Meeting held on 29 November 2006, 11,111,200 shares were acquired from Banco

Santander Central Hispano according to conditions approved at the Extraordinary General Meeting by the shareholders.

The shares of the Parent held by it represent 2.503% of the Parent’s share capital and total 5,284,146 shares, with a value of EUR 95,115 thousand and an average

acquisition price of EUR 18 per share.

153

E) DIVIDENDS

At the Annual General Meeting of Antena 3 de Televisión, S.A. held on 29 March 2006, the shareholders approved a final dividend out of 2005 profit of EUR 0.43

per share, which gave rise to a total of EUR 93,964 thousand and was paid to shareholders on 26 April 2006.

At the Extraordinary General Meeting of the Parent held on 29 November 2006 the shareholders resolved to distribute an extraordinary dividend with a charge to

unrestricted reserves through the delivery of treasury shares representing the Parent’s share capital in the proportion of one share for every 48 shares entitled to par-

ticipate therein. The tax revenue or payment, if applicable, pursuant to current tax legislation, formed an additional part of this dividend and was collected or paid,

respectively, by the Group.

11. provisions And otHer LiABiLities

The changes under the current and non-current provisions in 2006 were as follows:

Thousands of Euros Balance at Period Amounts Used Transfers Balance at 31/12/05 Charge and Payments 31/12/06

Litigation 233,588 12,158 (209,615) (857) 35,274

Operating accounts receivable 35,573 37,064 (35,574) - 37,063

Other provisions 30,133 12,390 (18,526) 449 24,446

TOTAl PROVISIONS 299,294 61,612 (263,715) (408) 96,783

The amounts used in 2006 did not have any effect on the consolidated income statement since they were used for the purpose for which they were set aside.

The amounts used in relation to litigation relate mainly to the amount paid arising from the arbitral award dated 16 March 2004 with respect to the termination of

the contract entered into by Uniprex, S.A., Sole-Shareholder Company, and the Radio Blanca Group.

The main item under “Other Current Liabilities” and “Other Non-Current Liabilities” relates to the estimated total liabilities incurred to date in relation to the plu-

riannual incentive, loyalty-building and variable compensation plans in force, which amount to EUR 56,935 thousand, of which EUR 40,785 thousand are recognised

under “Other Non-Current Liabilities” and EUR 16,150 thousand under “Other Current Liabilities” (see Note 3-h).

154

12. BAnk Borrowings

The detail of ”Bank Borrowings” in the consolidated balance sheets at 31 December 2006 and 2005, is as follows:


limit Current Non-Current limit Current Non-Current Drawn Down Drawn Down Drawn Down Drawn Down Balance Balance Balance Balance

Loans 400 - 400 629 - 629

Credit facilities 344,000 207,814 - 319,000 1,634 -

Unpaid interest - 675 - - 226 -

totAL 344,400 208,489 400 319,629 1,860 629

The interest rates paid by the Parent in 2006 on the loans and credit facilities arranged with banks are mainly tied to Euribor plus a spread ranging from 0.25%

to 0.60%.

13. Hedging derivAtive instruMents

A) FOREIGN EXCHANGE

The Group uses currency derivatives to hedge significant future transactions and cash flows. The instruments purchased are denominated in US dollars.

At the consolidated balance sheet date, the total amount of outstanding forward foreign currency contracts entered into by the Group was as follows:

Thousands of US Dollars

Maturity 2006 2005

2006 - 87,966

2007 80,417 43,015

2008 25,330 2,062

2009 3,082 -

totAL 108,829 133,043

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At 31 December 2006, the fair value of the Group’s currency derivatives, which are designated and effective as cash flow hedges, was estimated to be EUR 3 thou-

sand of financial assets and EUR 4,445 thousand of financial liabilities (2005: EUR 3,478 thousand of financial assets and EUR 11 thousand in financial liabilities). This

amount was deferred and recognised in equity.

In 2006 EUR 4,723 thousand and EUR 1,896 thousand, were taken to “Finance Costs” and capitalised to “Inventories”, respectively.

B) SwAPS

In order to cover the increased cost of the three-year variable compensation plan that would arise in the event of an increase in the Parent’s share price, a swap

contract was arranged in December 2006 with an underlying of 4,950,000 Antena 3 de Televisión S.A. shares whereby the Parent will settle with the agent bank the

positive or negative difference between the initial price and the market value of the shares on maturity in June 2009. The effect on the 2006 consolidated income

statement is to reduce the cost of the plan by EUR 571 thousand.

14. trAde And otHer pAYABLes

The detail of “Trade and Other Payables” in the consolidated balance sheets at 31 December 2006 and 31 December 2005 is as follows:


Trade payables 212,552 222,098

Payable to associates 12,314 9,297

Customer advances 2,130 2,769

totAL 226,996 234,164

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15. otHer guArAntee CoMMitMents to tHird pArties And Contingent Assets And LiABiLities

A) GUARANTEE COMMITMENTS TO THIRD PARTIES

The detail of the guarantees provided by the Group to financial institutions for third parties is as follows:

Thousands of Euros

Description 2006 2005

Radio Blanca Group arbitral award - 247,140

Group companies and associates 8,163 14,546

Other guarantees 15,212 28,669

totAL 23,375 290,355

The Parent’s directors consider that the liabilities not foreseen at 31 December 2006, if any, which might arise from the guarantees provided would not be material.

B) CONTINGENT lIABIlITIES

At 31 December 2006, certain civil, labour, criminal and administrative lawsuits had been filed against the Group companies which were taken into account in esti-

mating any contingent liabilities. Noteworthy because of their amount were the lawsuits with certain copyright management companies.

The directors of the Parent and its legal advisers do not expect any material liabilities additional to those already recorded to arise from the outcome of the lawsuits

in progress.

C) lITIGATION

On 22 March 2006, the Madrid Provincial Appellate Court handed down a decision on the appeal filed by Uniprex, S.A., Sole-Shareholder Company requesting that

the arbitral award to the Radio Blanca Group be declared null and void. This decision ordered Uniprex, S.A., Sole-Shareholder Company, to pay the amounts establis-

hed in the arbitral award, which amounted to EUR 211,650 thousand of capital, interest and costs. In this respect, Uniprex, S.A., Sole-Shareholder Company, filed an

appeal which has yet to be processed. The Radio Blanca Group simultaneously brought legal action to claim payment of additional amounts.

On 18 December 2006, the Madrid Provincial Appellate Court handed down a decision acquitting the National Professional Football League (LFP) of all the claims

made by Antena 3 de Televisión, S.A. with respect to the provisional execution of the court decision whereby the LFP was ordered to pay EUR 25.5 million plus interest,

which was recorded in the 2005 financial statements. The Company has appealed against this decision.

157

16. risk MAnAgeMent poLiCY

A) RISk MANAGEMENT POlICY

The businesses and companies establish the risk management controls required to ensure that transactions in markets are performed in accordance with the Antena

3 Group’s policies, rules and procedures and all transactions take place within the limits approved for each case.

B) FOREIGN CURRENCY RISk

Foreign currency risks are concentrated at the Parent and relate basically to the payments to be made in international markets to acquire broadcasting rights.

The Parent arranges hedging instruments, mainly exchange rate hedges, to mitigate its foreign currency risk exposure.

C) lIQUIDITY RISk

The Group’s liquidity policy is to arrange credit lines and short-term investments for amounts that are sufficient to support its financing needs, on the basis of the

expected business performance.

D) CREDIT RISk

The Group does not have significant credit risk since the average customer collection period is quite short and guarantees are required for deferred payment sales.

Cash is placed and derivatives are arranged with highly creditworthy entities.

158

17. inCoMe And expenses

A) REVENUE

The detail of the Group’s revenue in 2006 and 2005 is as follows:


Advertising sales 981,498 996,080

Other sales 9,653 1,635

Trade and other discounts (56,742) (65,673)

totAL 934,409 932,042

B) PROGRAMME AMORTISATION AND OTHER PROCUREMENTS

The detail of “Programme Amortisation and Other Procurements” is as follows:


Programme broadcasting rights 112,371 115,997

Broadcasting of in-house productions 149,704 165,406

Addition to programme rights (188,670) (178,145)

Live broadcasting rights 51,064 10,783

Outside production services 128,238 144,672

Performances of and contributions by entertainers 12,822 13,369

Other amortisation 34,405 19,783

Other purchases 4,032 11,860

totAL 303,966 303,725

159

C) STAFF COSTS

The detail of “Staff Costs” is as follows:


Wages and salaries 122,847 122,200

Social security costs 21,944 21,978

Other staff costs 4,365 7,909

totAL 149,156 152,087

The remuneration of the members of senior management who are not executive directors amounted to EUR 3,293 thousand in 2006.

The average number of employees in 2006, by category, was as follows:

Professional Category Number of Employees

2006 2005

Senior management 109 122

Operations and programmes personnel 1,439 1,453

Commercial personnel 290 281

Management personnel 251 280

Interns 60 53

Specific-project hires 272 241

totAL 2,421 2,430

Three-year variable compensation and executive loyalty-building plan

As the Spanish National Securities Market Commission (CNMV) was informed on 12 May 2004, the Parent’s shareholders at the Annual General Meeting on that date

approved a variable compensation and loyalty building plan for the directors of the Antena 3 Group. Once the criteria of the Appointments and Remuneration Com-

mittee had been taken into account and the agreements of the relevant governing bodies had been implemented, the CNMV was notified of this plan on 4 January

2005. It is aimed at two groups of directors and managers, for which homogeneous conditions were established, and it continued to be implemented this year.

160

The most salient matters relating to the implementation of this plan at 31 December 2006, were as follows:

1. Plan beneficiaries: a total of 31 beneficiaries, all of them in the two categories established in the plan, namely: executives and professionals related to the Antena

3 Group by an employment relationship or a contract for services (both directors and non-directors).

2. Overall amount of the plan: the implementation of the plan at 2006 year-end represented 86% of the maximum incentive possible approved by the General

Meeting. This percentage is the sum of:

a. 1.72% of the result of multiplying by 11.6 the difference between EUR 120,000 thousand and the consolidated EBITDA of the Antena 3 Group at 31 Decem-

ber 2006, based on the formally prepared and audited financial statements and in accordance with the criteria established at the aforementioned Meeting. The

maximum percentage approved by the General Meeting in this connection was 2%.

b. 0.86% of the difference between EUR 1,392,000 thousand and the average stock market value of the Parent in December 2006, up to a limit of EUR 2,000,000

thousand. The maximum percentage approved by the General Meeting in this connection was 1%.

3. Means of applying the plan to the different groups:

a. Until 10 July 2009: group with mixed variable compensation, which includes the payment of 30% of the total amount in July 2007 and the remaining 70% in

July 2009. This group includes 13 beneficiaries, and the amount assigned is 75% of the aforementioned 86%.

b. Until 10 July 2007: group with variable compensation in cash only. This group consists of 18 beneficiaries, and the amount assigned is 11% of the aforemen-

tioned 86%.

The amount accrued by senior managers with respect to this plan is EUR 7,635 thousand, estimated on the basis of their staying with the Company until the plan

ends in June 2009.

D) OTHER OPERATING EXPENSES

The detail of the balance of “Other Operating Expenses” in the consolidated income statements is as follows:


Advertising and publicity 5,949 7,962

Communications 10,280 9,740

Work performed by other companies 28,995 26,774

Operating leases and charges 54,695 54,606

Copyrights 35,147 33,252

Other general expenses 65,324 69,216

200,390 201,550

161

“Operating Leases and Charges” in the accompanying consolidated income statements include mainly the charge for the distribution of the audiovisual signal and

the charge for the assignment of advertising space in cinemas.

E) OTHER DISClOSURES

The fees for audit services provided to the various companies composing the Antena 3 de Televisión, S.A. and Subsidiaries Group by the main auditors, Deloitte, S.L.,

and by other entities related thereto in 2006 amounted to EUR 272 thousand (2005: EUR 263 thousand).

Also, the fees for other professional services provided to the various Group companies by the main auditors and by other entities related thereto amounted to EUR

71 thousand in 2006 (2005: EUR 73 thousand).

The Corporate Governance Annual Report includes a description of the work of the Audit Committee and an explanation of how the objectivity and independence

of the auditors is guaranteed when the auditors provide non-audit services.

162

18. gAins/Losses oF non-Current Assets

In August 2006, Antena 3 de Televisión, S.A. and the Telefónica Group reached a negotiated agreement with respect to the interpretation of the agreement for the

sale by the Telefónica Group to Antena 3 de Televisión, S.A. of all the shares of Uniprex S.A., Sole-Shareholder Company, specifically in connection with the allocation

between the two parties of the costs arising from the arbitral award with respect to the support agreement between Uniprex S.A., Sole-Shareholder Company and

the Radio Blanca Group. As a result of this agreement the Antena 3 Group received EUR 63,490 thousand from the Telefónica Group as a reduction of the cost of

acquiring Uniprex S.A., Sole-Shareholder Company, in 2002.

19. Business And geogrApHiCAL segMents

BASIS OF SEGMENTATION

Segment reporting is structured on the basis of the Group’s various business lines at 2006 year-end, taking into account, on the one hand, the nature of the services

provided and, on the other, the customer segments at which they are targeted.

In 2006 and 2005 the Group focused its business activities on the following business lines in Spain:

• Television

• Radio

• Other businesses, the most noteworthy of which are event management, audiovisual production and the management of advertising in cinemas

163

Thousands of Euros Television Radio Other Businesses Antena 3 Consolidated Group

2006 2005 2006 2005 2006 2005 2006 2005

Net revenue 860,770 856,895 93,227 90,626 47,703 57,258 1,001,700 1,004,779

Operating expenses

(excluding depreciation and amortisation) 542,473 539,733 70,059 68,698 40,981 48,931 653,513 657,362

GROSS OPERATING PROFIT (lOSS) 318,297 317,162 23,168 21,928 6,722 8,327 348,187 347,417

Depreciation and amortisation charge 15,114 17,276 4,307 4,271 752 512 20,173 22,059

OPERATING PROFIT (lOSS) 303,183 299,886 18,861 17,657 5,970 7,815 328,014 325,358

Net impairment losses

recognised / reversed 32 8,737 (82) - - - (50) 8,737

Net gain (loss) on changes

in the value of financial

instruments at fair value (4,159) 14,253 - - - - (4,159) 14,253

Exchange differences 6,608 (14,451) - - - - 6,608 (14,451)

Investment income 6,007 3,719 28 88 2 93 6,037 6,037

Finance costs 7,564 17,797 63 119 38 48 7,665 7,665

Net financial loss (1,557) (13,877) (35) (34) (36) (153) (1,628) (14,064)

Share of results of associates (86) - (24) - - - (110) -

Net profit (loss) on disposal

of non-current assets 2,192 3,185 63,479 28 (52) (378) 65,619 2,835

Other gains - 30 - - - - - 30

PROFIT BEFORE TAX 306,213 297,763 82,199 17,651 5,882 7,284 394,294 322,698

NET PROFIT 201,431 205,349 81,996 13,479 6,289 7,182 289,717 226,010

BAlANCE SHEET

ASSETS

Assets by segment 638,631 759,645 211,546 195,049 55,411 48,268 905,588 1,002,963

Investments accounted for

using the equity method 13 239 163 188 53 52 229 479

TOTAl ASSETS 638,644 759,884 211,709 195,237 55,464 48,320 905,817 1,003,442

lIABIlITIES

Liabilities by segment 638,644 759,884 211,709 195,237 55,464 48,320 905,817 1,003,442

TOTAl lIABIlITIES 638,644 759,884 211,709 195,237 55,464 48,320 905,817 1,003,442

164

20. tAx MAtters

CONSOlIDATED TAX GROUP

Pursuant to current legislation, the Consolidated Tax Group includes Antena 3 de Televisión, S.A., as the Parent, and the Spanish subsidiaries that meet the require-

ments provided for in Spanish legislation regulating the taxation of the consolidated profits of corporate groups.

The Group’s other subsidiaries file individual tax returns in accordance with the tax legislation in force in each country.

Pursuant to Corporation Tax Law 43/1995, of 27 December, on 26 December 2000, Antena 3 de Televisión, S.A. notified the Madrid taxation authorities of its decision

to file consolidated tax returns indefinitely provided that the requirements established in Article 81 of this Law are met and it does not decide to cease to apply the

consolidated tax regime (Law 24/2001 of 27 December). The filing of consolidated tax returns gives rise to reciprocal intra-Group balances, due to the offset of the

losses incurred by certain companies against the income earned by other Group companies.

The detail of the tax receivables and payables at 31 December 2005 and 2006, is as follows:

165


NON-CURRENT TAX ASSETS

Deferred tax assets 37,573 34,071

Tax loss carryforwards - 45

Assets relating to tax credits and tax relief - 17,928

37,573 52,044

CURRENT ASSETS

Corporation tax payable 191 -

Tax withholdings refundable 2 29

Other tax receivables 2,504 4,562

2,697 4,591

totAL tAx reCeivABLes 40,270 56,635

NON-CURRENT lIABIlITIES 1,514 -

Deferred tax liabilities 1,514 -

CURRENT lIABIlITIES

Tax withholdings payable 8,770 3,266

Corporation tax payable 14,112 803

Accrued social security taxes payable 2,150 2,055

VAT payable 6,608 7,059

Other taxes payable 73 1,143

31,713 14,326

totAL tAx pAYABLes 33,227 14,326

166

The difference between the tax charge allocated to the current year and to prior years and the tax charge already paid or payable for such years, which is recognised

as deferred tax assets or deferred tax liabilities, arose as a result of temporary differences derived mainly from the following items:

Deferred Tax Assets Thousands of Euros

Balance at Additions Reductions Balance at Additions Reductions Balance at 31/12/04 31-12-05 31/12/06

Contingencies and expenses 20,453 4,839 3,267 22,025 5,272 10,194 17,102

Non-current accounts payable 2,325 8,609 - 10,933 8,235 2,238 16,930

Hedging financial instruments 4,826 - 4,543 283 1,850 283 1,850

Other 1,002 2 174 830 952 92 1,691

totAL 28,605 13,450 7,984 34,071 16,310 12,808 37,573

Deferred Tax liabilities Thousands of Euros

Balance at Additions Reductions Balance at 31/12/05 31/12/06

Derivatives - 1,491 - 1,491

Revaluation of accounts payable - 23 - 23

totAL - 1,514 - 1,514

167

The reconciliation of the income tax expense to the income tax expense recognised is as follows:


Consolidated profit before tax 394,295 322,698

Permanent differences (2,344) 485

Tax losses arising prior to the formation of the Tax Group used in 2006 (19,897) (18,267)

Adjusted profit 372,054 304,915

Tax rate 35% 35%

Adjusted profit at the applicable tax rate 130,219 106,720

Tax credits (12,211) (10,145)

Current tax expense 118,008 96,576

Deferred tax expense (13,430) 112

totAL tAx expense 104,578 96,688

EFFECTIVE RATE 26.52% 29.96%

Temporary differences 4,978 10,862

GROSS TAX PAYABlE 109,556 107,550

In addition to the income tax recognised in the consolidated income statement, in 2006 and 2005 the Group recognised the following amounts in consolidated equity:


Sale of treasury shares (14,035) -

Hedging financial instruments 1,412 (3,563)

Other items (259) -

(12,882) (3,563)

At 31 December 2006 the tax authorities were reviewing the Group’s VAT and personal income tax for the years from 2002 to 2004 and income tax for the years

from 2001 to 2004. The Company’s directors do not expect any material liabilities with an impact on the consolidated financial statements to arise as a result of a

review of the open years.

168

At 31 December 2006, the detail of tax loss carryforwards available for offset is as follows:

Year Thousands of Euros

2007 245

2008 370

2009 476

2010 2,472

2011 315

2012 1,535

2013 3,125

2014 584

2015 8,086

2016 655

2017 28,787

46,650

21. reLAted pArtY trAnsACtions

Transactions between the Parent and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note.

Transactions between the Group and its associates and related companies are disclosed below:

169

Thousands of Euros

Balances at 31/12/06 Trade Short-Term Short-Term Short-Term Receivables loans Receivables Payables

GROUP COMPANIES AND ASSOCIATES

Antena 3 Interactiva, S.A.U. - 1 1 -

Canal Factoría Ficción, S.A. 215 - 215 -

Compunet Servicos Telemáticos, S.L.U. - - - 10

Corp.Radiof. Región de Murcia, S.L. - - - 72

Corp.Radiof.de Castilla la Mancha, S.L. 65 - 65 11

Fundación Antena 3 61 - 61 300

Fundación Unipublic 59 - 59 -

I3 Televisión, S.L. 121 - 121 1,725

Teledifusión Madrid, S.A. - - - 37

V-News Agencia de Noticias, S.L. 6 - 6 -

totAL group CoMpAnies And AssoCiAtes 527 1 528 2,155

RElATED COMPANIES

Audiovisual Española 2000, S.A. 9 - 9 -

Centro de Estudios CEAC, S.L. 44 - 44 -

DeAPlaneta, S.L. 1,593 - 1,593 1,155

Editorial Planeta, S.A. 145 - 145 -

Grundy Producciones, S.A. 492 - 492 1,244

I.P. Network, S.A. - - - 12

Metropole Production, S.A. 123 - 123 -

Planeta Sistemas y Operaciones, S.L. - - - 1

Prodigius Audiovisual, S.A. - - - 217

Sociedad Anónima del Vídeo, S.L. 354 - 354 -

Sportfive GmbH 138 - 138 -

Unión Ibérica de Radio, S.A. - - - 1,911

Canal Directo Interactivo, S.L. - - - 15

Planeta Junior Italia, S.R.L. 49 - 49 -

Editorial Página Cero Norte, S.L. 12 - 12 102

Editorial Página Cero Galicia, S.L. 1 - 1 7

Editorial Página Cero, S.A. 463 - 463 5,452

Other companies 5 28 33 43

totAL reLAted CoMpAnies 3,428 28 3,456 10,159

170

Thousands of Euros

Balances at 31/12/05 Trade Short-Term Short-Term Short-Term Receivables loans Receivables Payables

ASSOCIATES

Canal Factoría Ficción, S.A. 142 - 142 -

Corporación .Radiofónica Región de Murcia, S.A. - - - 72

totAL AssoCiAtes 142 - 142 72

RElATED COMPANIES

Audiovisual Española 2000, S.A. 64 - 64 -

DeAplaneta Producciones Cinematográficas, S.L. - - - 92

DeAPlaneta, S.L. 10 - 10 236

Fremantle Media - - - 45

Planeta Directo, S.L. 499 - 499 -

Prodigius Audiovisual, S.A. - - - 1,101

Sociedad Anónima del Vídeo, S.L. 128 - 128 -

Unión Ibérica de Radio, S.A. 480 - 480 1,953

Grundy Producciones, S.A. - - - 2,333

I.P. Network, S.A. - - - 113

M6 Droits Audiovisuals, S.A. - - - 750

Metropole Production, S.A. 87 - 87 -

Sportfive GmbH 163 - 163 2,500

Vox Film & Fernseh GmbH & Co.KG 9 - 9 -

SCH Investment, S.A. - - - 66

Other companies 76 28 104 36

totAL reLAted CoMpAnies 1,516 28 1,544 9,225

171

Thousands of Euros

Transactions at 31/12/06 Sales Purchases, Acquisition of Rights and Other Services

GROUP COMPANIES AND ASSOCIATES

Canal Factoría Ficción, S.A. 666 -

Teledifusión Madrid, S.A. - 13

I3 Televisión, S.L. - 9

Fundación Unipublic 51 -

totAL group CoMpAnies And AssoCiAtes 717 22

RElATED COMPANIES

Audiovisual Española 2000, S.A. 68 -

Santander Investment Services, S.A. - 240

Centro de Estudios CEAC, S.L. 123 -

DeAPlaneta Producciones Cinematográficas, S.L. - 819

DeAPlaneta, S.L. 1,535 3,027

Editorial Planeta, S.A. 165 -

Grundy Producciones, S.A. - 1,296

I.P. Network, S.A. - 218

Metropole Production, S.A. 249 -

Planeta Directo, S.L. 1,600 -

Planeta Junior, S.R.L. - 5

Prodigius Audiovisual, S.A. - 4,035

RTL Televisión GmbH 2 100

Sociedad Anónima del Vídeo, S.L. 479 -

Unión Ibérica de Radio, S.A. 1,146 4,500

Vox Film & Fernseh GmbH & Co.KG 674 -

Editorial Página Cero Norte, S.L. 20 178

Editorial Página Cero Galicia, S.L. 9 106

Editorial Página Cero, S.A. 1,998 12,639

Planeta Junior Italia, S.R.L. 42 -

Canal Directo Interactivo, S.L. - 15

Other companies 9 17

totAL reLAted CoMpAnies 8,119 27,195

172

Thousands of Euros

Transactions at 31/12/05 Sales Finance Purchases, Income Acquisition of Rights and Other Services

ASSOCIATES

Canal Factoría Ficción, S.A. 540 138 -

totAL AssoCiAtes 540 138 -

RElATED COMPANIES

Audiovisual Española 2000, S.A. 385 - -

DeAPlaneta, S.L. 580 - 70

DeAPlaneta Producc. Cinematográficas, S.L. - - 700

Editorial Temas De Hoy, S.A. 12 - -

Fremantle Media - - 90

Grundy Producciones, S.A. 3 - 4,974

I.P. Network, S.A. - - 247

M6 Droits Audiovisuals, S.A. - - 2,500

Metropole Production, S.A. 207 - -

Planeta DeAgostini, S.A 13 - -

Planeta Directo, S.L. 1,404 - -

Planeta Junior, S.R.L. - - 221

Prodigius Audiovisual, S.A. - - 1,607

Rkor Radio, S.L. - - 861

RTL Televisión GmbH - - 46

SCH Investment, S.A. - - 200

Sociedad Anónima del Vídeo, S.L. 250 - -

Sportfive GmbH 163 - 8,515

Unión Ibérica de Radio, S.A. 1,134 - 4,111

Vox Film & Fernseh GmbH & Co.KG 931 - -

Other companies 1 - 10

totAL reLAted CoMpAnies 5,083 - 24,152

173

22. eArnings per sHAre

BASIC EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit or loss attributable to the Group by the weighted average number of ordinary shares outstanding

during the year, excluding the average number of treasury shares held in the year.

Accordingly:

2006 2005

Net profit for the year (thousands of euros) 289,717 226,010

Weighted average number of shares outstanding (thousands of shares) 217,667 218,520

BASIC EARNINGS PER SHARE (EUROS) 1.331 1.034

23. proposed distriBution oF proFit

The Parent’s directors will propose to the Annual General Meeting that the profit for 2006 be distributed as follows:

• delivery to holders of treasury shares representing the Parent’s share capital in the proportion of one share for every 48 shares entitled to participate in the dis-

tribution. The tax revenue or payment, if applicable, pursuant to current tax legislation, will form an additional part of this dividend and will be received or paid,

respectively, by Antena 3 de Televisión, S.A.

• the remaining amount of the total profit for the year will be used to offset previous years’ losses.

174

24. direCtors’ CoMpensAtion

The compensation earned in 2006 by the former and current directors of the Parent for salaries and attendance fees amounted to EUR 1,923 thousand.

The Parent has not granted any loans or advances to its Board members and it does not have any supplementary pension, retirement bonus, special indemnity or life

insurance commitments to them in their capacity as directors.

The amount accrued for directors under the three-year loyalty-building and variable compensation plan was EUR 10,655 thousand. This amount was estimated on

the basis of their staying with the Company until the plan ends in June 2009.

25. otHer disCLosures reLAting to tHe BoArd oF direCtors

Pursuant to Article 127 ter.4 of the Spanish Companies Law, introduced by Law 26/2003, of 17 July, which amends Securities Market Law 24/1988, and the Conso-

lidated Companies Law, in order to reinforce the transparency of listed corporations, following is a detail of the companies engaging in an activity that is identical,

similar or complementary to the activity that constitutes the company object of Antena 3 de Televisión, S.A. in which the members of the Board of Directors own

equity interests, per the representations made by each of the directors, and of the functions, if any, that they discharge at those companies, and of the activities

that the members of the Board of Directors carry on, as independent professionals or as employees, that are identical, similar or complementary to the activity that

constitutes the corporate purpose of Antena 3 de Televisión, S.A.

A) DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OR EXECUTIVES OF OTHER ANTENA 3 DE TElEVISIóN GROUP COMPANIES

• Maurizio Carlotti: director acting severally of Publicidad 3, S.A. Sole-Shareholder Company

B) DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OR EXECUTIVES OF SIGNIFICANT SHAREHOlDERS OF THE ANTENA 3 DE TElEVI-

SIóN GROUP

• José Manuel Lara Bosch: Chairman of the Board of Directors of Grupo Planeta- de Agostini, S.L.

• José Manuel Abad Silvestre: director and Managing Director of Grupo Planeta- de Agostini, S.L.

• Marco Drago: Deputy Chairman of the Board of Directors of Grupo Planeta- de Agostini, S.L.

• José Creuheras Margenat: director of Grupo Planeta- de Agostini, S.L.

• Nicolas Abel Bellet de Tavernost: member of the Operations Management Committee of RTL Group Communication, S.L.U.

• Elmar Heggen: Regional Operations and Development Vice President of RTL Group, S.A.

175

C) EQUITY INTERESTS AND, IF APPROPRIATE, POSITIONS HElD BY DIRECTORS IN THE YEAR-ENDED 31 DECEMBER 2006, IN COMPANIES ENGAGING IN AN ACTI-

VITY THAT IS IDENTICAl, SIMIlAR OR COMPlEMENTARY TO THE ACTIVITY OF ANTENA 3 DE TElEVISIóN, S.A. AND OF ITS GROUP COMPANIES

None of the directors of Antena 3 de Televisión, S.A. performs, as an independent professional or as an employee, activities that are identical, similar or complemen-

tary to the activity that constitutes the company object of Antena 3 de Televisión, S.A.

D) MEMBERS OF THE BOARD OF DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A. wHO ARE AlSO DIRECTORS OF OTHER lISTED COMPANIES

• José Manuel Lara Bosch: director of Banco de Sabadell and of Compañía de Distribución Logista, S.A.

• Pedro Ramón y Cajal Agüeras: director of Indra Sistemas, S.A.

E) ACTIVITIES PERFORMED BY THE DIRECTORS OF ANTENA 3 DE TElEVISIóN, S.A., AS INDEPENDENT PROFESSIONAlS OR AS EMPlOYEES, THAT ARE IDENTI-

CAl, SIMIlAR OR COMPlEMENTARY TO THE ACTIVITY CARRIED ON BY THE PARENT

• Nicolás Abel Bellet de Tavernost: Chairman of the Board of Directors of Métropole Televisión. S.A. (television services).

• Elmar Heggen: member of the Board of Directors of Sportfive, S.A. and Freemantlemedia, S.A.

26. expLAnAtion Added For trAnsLAtion to engLisH

These consolidated financial statements are presented on the basis of IFRSs as adopted by the European Union. Certain accounting practices applied by the Group

that conform with IFRSs may not conform with other generally accepted accounting principles.

176AntenA 3 And suBsidiAries group (ConsoLidAted group) direCtors’ report For 2006

BUSINESS PERFORMANCE AND BACkGROUND

The Group’s net revenue for 2006 reached EUR 1,002 million, slightly down on the EUR 1,005 million obtained in 2005. Antena 3 Televisión, S.A. and Uniprex S.A.,

Sole-Shareholder Company represented 87% and 10%, respectively, of the total figure and the remaining companies accounted for the rest.

Profit from operations was EUR 328 million, a slight increase compared to the EUR 325 million earned in 2005. It should be noted that rigorous cost controls were imple-

mented (reduction of 1.0%) in order to achieve a higher operating margin as a percentage of sales than the previous year, i.e. 32.9% compared to 32.4% in 2005.

Profit before tax was EUR 394 million and profit after tax stood at EUR 290 million, compared to EUR 323 million and EUR 226 million, respectively, in 2005.

2006 marked the first year of the transition from analogue to digital television, with the consequent broadening of the variety of television channels on offer. This

wider range also extends to technologies that are including television products in their traditional content, such as wireless telephones and the Internet. Antena 3 de

Televisión, S.A. continued to play an active role in all these new developments through its multimedia division. Some have already begun to give economically tangible

results while others allow the Company to remain at the forefront and guarantee the possibility of rolling out activities in new markets when they are developed.

However, the foregoing does not mean that the idea of generalist television is going to disappear. The experience of many other countries has shown that the

multiplication of television channels and audience fragmentation reduces the number of viewers for a given programme at a given time. It has also demonstrated

that viewers tend to focus on a limited number of channels that offer programmes of interest to wide-ranging social groups. These are precisely the most attractive

groups for advertisers of mass consumption products when launching their advertising campaign. The interest of these advertisers is reinforced by the fact that no

other medium in Spain has the same penetration as television. The impact of two new competitors in this area affected Antena 3 de Televisión, S.A. in 2006 since

they achieved a considerable combined audience share. It is to be hoped that their viewing figures will not continue increasing at the same rate in future and that

the erosion of our audience will be limited.

With respect to other business lines, noteworthy results are again to be found in radio, which is managed through Uniprex, S.A., Sole-Shareholder Company, with

gross profit from operations (before depreciation and amortisation) amounting to EUR 25 million, 10% up on the previous year and representing a margin on sales of

25%. These figures reveal the high levels of efficiency and profitability that have been reached, allowing a favourable comparison with the market leader in Spanish

radio, which has a considerably greater number of stations. Profit after tax was EUR 19 million, up 42% on 2005.

Movierecord, S.A., Sole Shareholder Company, recorded its first positive result for six years with profit after tax of EUR 1 million. This was the result of a lengthy

reorganisation process ranging from advertising sales in cinemas to relations with cinema owners. It should be pointed out that this positive development has taken

place in a clearly negative climate for advertising in cinemas.

177

SIGNIFICANT EVENTS FOR THE GROUP SUBSEQUENT TO YEAR-END

There were no significant events between year-end and the preparation of the Company’s consolidated financial statements.

OUTlOOk FOR THE GROUP

Satisfying the needs of viewers and advertisers will continue to be the fundamental objective of Antena 3 de Televisión, S.A. The outlook for the television advertising

market remains positive within a favourable economic context. In addition, as indicated above, the impact on viewing figures of the entry of new free television

competitors is expected to be reduced.

The Company will aim to maintain the high levels of quality and competitiveness of its analogue channel while simultaneously consolidating its digital channels to

ensure that they are a benchmark in the new market at all times. As in previous years, the efficiency and cost control plans that have given such excellent results will

be maintained.

The reinforcement of multimedia initiatives will play an essential part in Antena 3 de Televisión S.A. retaining its privileged position in such dynamic and changing

worlds as advertising and television content.

With regard to Uniprex, S.A., Sole-Shareholder Company, Onda Cero is expected to consolidate its position while the outlook for the contemporary hits station Europa

FM is excellent. This company has also started to develop local digital television: in 2006 it began operating concessions in the Madrid autonomous community and

in the near future it will start operating concessions that have already been obtained in other autonomous communities.

RESEARCH AND DEVElOPMENT ACTIVITIES

The Company does not carry out any specific research and development activities; however, it updates its investments in all new technologies related to engineering,

systems and content distribution on an ongoing basis.

TREASURY SHARE ACQUISITIONS

At the beginning of 2006 Antena 3 de Televisión S.A. held 3,703,817 treasury shares of EUR 0.75 par value each, representing 1.67% of the Company’s share capital.

Making partial use of the authorisation granted to this effect by the shareholders at the Annual General Meeting on 29 March 2006, the Company acquired 250,000

treasury shares on the terms stipulated. The Company subsequently decided to sell all its treasury shares on the market.

As a result of the resolution adopted by the shareholders at the Extraordinary General Meeting held on 29 November 2006, 11,111,200 treasury shares were acquired

from Banco Santander Central Hispano in December 2006 according to the terms approved at the Extraordinary General Meeting.

178

At the aforementioned Extraordinary General Meeting, the shareholders also resolved to distribute an extraordinary dividend in December that was charged to reser-

ves. This dividend consisted of the distribution of one treasury share for every 48 shares held by shareholders and gave rise to the distribution of 4,093,978 shares.

1,733,076 shares were also sold on the market in December.

As a result of the above transactions, at 31 December 2006 the Parent held 5,284,146 treasury shares of EUR 0.75 par value each, representing 2.503% of the

Company’s share capital.

USE OF FINANCIAl INSTRUMENTS AND MAIN FINANCIAl RISkS

The derivative financial instruments held by the Group companies are basically cash flow hedges arranged to mitigate the exposure of the cash flows associated with

outside production rights to fluctuations in the US dollar/euro exchange rate.

Hedging instruments are recognised in the consolidated balance sheet at fair value and the changes therein are recognised directly in equity. When the term of the

broadcasting rights designated as a hedged item commences, the associated gains or losses on the derivative that had previously been recognised in equity are inclu-

ded in the initial measurement of the asset and from then on any change in the fair value of the hedging instrument is recognised directly in profit for the year.

The Group periodically tests the efficiency of the hedges outstanding, and the ineffective portion is recognised immediately in the consolidated income statement.

If a hedge transaction is no longer expected to occur, or no longer meets the requirements for hedge accounting, the net cumulative gain or loss recognised in equity

is transferred to net profit or loss for the year.

In order to hedge the increased cost of the three-year variable compensation plan that would arise in the event of an increase in the Parent’s share price, a swap

contract was arranged in 2006 which meets all the requirements to be considered a hedging derivative.

The fair value of the swap is recognised in the accompanying consolidated balance sheet as a financial asset or liability, as appropriate, with a balancing entry in equity,

and the amount attributable to the accrued portion of the aforementioned compensation plan is charged to the consolidated income statement.

The businesses and companies establish the risk management systems required to ensure that transactions in markets are performed in accordance with the Antena

3 Group’s policies, rules and procedures and all transactions take place within the limits approved for each case. The main financial risks inherent to the markets in

which the various businesses of the Group operate are as follows:

179

a) Foreign currency risk. Foreign currency risks are concentrated at the Parent and relate basically to the payments to be made in international markets to acquire

broadcasting rights. The Parent arranges hedging instruments, mainly exchange rate hedges, to mitigate its foreign currency risk exposure.

b) Liquidity risk. The Group’s liquidity policy is to arrange credit lines and short-term investments for amounts that are sufficient to support its financing needs, on

the basis of the expected business performance.

c) Credit risk. The Group does not have significant credit risk since the average customer collection period is quite short and guarantees are required for credit sales.

Cash placements are made and derivative instruments are arranged with institutions of recognized solvency.

181

A. ownersHip struCture

A.1. COMPlETE THE FOllOwING TABlE ON THE COMPANY’S SHARE CAPITAl:

Date last modified a (€) Number of shares

29-11-2006 158,334,600.00 211,112,800

If there are different classes of shares, indicate them on the following table:

Class Number of shares Unit par value

A.2. lIST DIRECT AND INDIRECT OwNERS OF SIGNIFICANT HOlDINGS AND OF THE AMOUNT OwNED AT YEAR-END, EXClUDING DIRECTORS:

Name or corporate name of shareholders Number of direct shares Number of indirect shares (*) Total % of share capital

GRUPO PLANETA- DE AGOSTINI, S.L. 89,995,074 0 42.629

GRUPO RAYET, S.A. 12,362,414 0 5.856

RTL GROUP COMMUNICATION, S.L.U. 39,171,763 0 18.555

(*) through:

Name or corporate name of the direct shareholder Number of direct shares % of share capital

totAL

Indicate the most significant movements in the shareholder structure occurring during the year:

Shareholder name or title Op. date Description of operation

MACAME, S.A. 07-12-2006 10% reduction in share capital

BANCO SANTANDER CENTRAL HISPANO, S.A. 14-12-2006 5% reduction in share capital

AnnuAL CorporAte governAnCe report 2006

182

A.3. COMPlETE THE FOllOwING TABlES ON MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS wHO OwN SHARES IN THE COMPANY:

Nombre o denominación Fecha primer Fecha último Número de Número de acciones % Total sobresocial del consejero nombramiento nombramiento acciones directas indirectas (*) el capital social

JOSÉ MIGUELABAD SILVESTRE 23-11-2004 23-11-2004 428 0 0.000

NICOLAS ABEL BELLET DE TAVERNOST 29-10-2003 29-10-2003 81 0 0.000

ELMAR HEGGEN 21-12-2005 21-12-2005 1 0 0.000

JOSÉ MANUEL LARA BOSCH 16-06-2003 16-06-2003 0 645 0.000

JOSÉ LUIS LÓPEZ DE GARAYO GALLARDO 29-10-2003 29-10-2003 122 0 0.000

PEDRO ANTONIO MARTÍN MARÍN 29-08-2003 29-08-2003 1,036 0 0.000

PEDRO RAMÓN Y CAJAL AGÜERAS 29-08-2003 29-08-2003 40 0 0.000

(*) through:

Name or corporate name of the direct shareholder Number of direct shares

LABOGAR, S.A. 645

totAL: 645

Total % of the share capital owned by the Board of Directors 0.000

Complete the following tables on members of the company’s Board of Directors who own rights over company shares:

Name or corporate name of the director Number of direct Number of Number of indirect Total % of the stock options stock options equivalent shares share capital

183

A.4. INDICATE, IF APPROPRIATE, RElATIONSHIPS OF A FAMIlY, COMMERCIAl, CONTRACTUAl OR CORPORATE NATURE EXISTING BETwEEN THE OwNERS OF

SIGNIFICANT OwNERSHIP INTERESTS, TO THE EXTENT THEY ARE kNOwN BY THE COMPANY, UNlESS THEY ARE OF lITTlE SIGNIFICANCE OR DERIVE FROM THE

ORDINARY COURSE OF BUSINESS OR TRADE:

Related names/company names Type of relationship Short description

A.5. INDICATE, IF APPROPRIATE, RElATIONSHIPS OF A FAMIlY, COMMERCIAl, CONTRACTUAl OR CORPORATE NATURE EXISTING BETwEEN THE OwNERS OF SIGNIFI-

CANT OwNERSHIP INTERESTS AND THE COMPANY, UNlESS THEY ARE OF lITTlE SIGNIFICANCE OR DERIVE FROM THE ORDINARY COURSE OF BUSINESS OR TRADE:

Related names or corporate names Type of relationship Brief description

A.6. INDICATE ANY SIDE AGREEMENTS EXECUTED BETwEEN SHAREHOlDERS wHICH HAVE BEEN REPORTED TO THE COMPANY:

Parties to the side agreement % of share capital involved Brief description of the agreement

Indicate, if appropriate, the arrangements between company shareholders which are known to the company:

Parties to the arrangement % of share capital involved Brief description of the arrangement

Expressly indicate any modification or rupture of the foregoing side agreements or arrangements that took place during the year.

A.7. INDICATE wHETHER THERE IS ANY INDIVIDUAl OR lEGAl ENTITY wHO EXERCISES OR MAY EXERCISE CONTROl OVER THE COMPANY PURSUANT TO ARTI-

ClE 4 OF THE SECURITIES MARkET lAw:

Name or corporate name

Comment

184

A.8. COMPlETE THE FOllOwING TABlES ON THE COMPANY’S TREASURY STOCk:

At year end:

Number of direct shares Number of indirect share (*) Total % of the share capital

5,284,146 0 2.503

(*) through:

Name or corporate name of the direct shareholder Number of direct shares

totAL

list significant variations, within the meaning of Royal Decree 377/1991, made during the year:

Date Number of direct shares Number of indirect shares Total % of share capital

01-12-2006 11,111,200 0 5.000

29-12-2006 -5,827,054 0 2.760

Gains/losses for the year obtained from transactions with treasury shares (thousands of euros) Miles de euros

40,101

A.9. DETAIl CONDITIONS AND TERM(S) OF THE MANDATE(S) OF THE ANNUAl GENERAl MEETING TO THE BOARD OF DIRECTORS FOR ENGAGING IN THE AC-

QUISITIONS OR TRANSFERS OF TREASURY STOCk DESCRIBED IN SECTION A.8.

I.- Agreement reached by the Annual General Meeting held on 29 March 2006.

Authorisation for the derivative acquisition of treasury shares, either directly or through the companies of the Group.

“To authorise the Company in order to allow it, either directly or through any of its subsidiaries, to acquire shares of Antena 3 de Televisión, S.A., through any legal

means, and to subsequently dispose of or redeem them in accordance with the provisions of article 75 and related ones of the Joint Stock Companies Law.

The system to acquire such treasury shares will be as follows:

The nominal value of the shares acquired, added to those already in the hands of Antena 3 de Televisión, S.A. and its subsidiaries, should not exceed five percent of

the share capital.

To allocate to the liabilities side of the balance sheet of the Company a non available reserve equivalent to the amount of the treasury shares compounded in the

asset side. Said reserve will have to be maintained until such time the shares are disposed of or redeemed.

185

The treasury shares acquired must be paid in full.

The acquisition price should not be lower than the nominal price or higher than 5% of the average listing price during the month prior to the purchase, and any

acquisition transactions must comply with the regulations and normal practices of the stock exchange markets.

It is expressly authorised that the shares acquired by the Company or its subsidiaries through this authorisation can be allocated, wholly or partially, to the beneficiaries

of the loyalty and variable remuneration triennial scheme of the managerial staff of Antena 3 Group approved by the Annual General Meeting held on 12th May

2004. It is expressly stated the object of such authorisation for the purposes set out in article 75, paragraph 1, of the Joint Stock Companies Law.

The broadest powers are granted to the Board of Directors to make use of the authorization that is the subject of this resolution and for its full execution and deve-

lopment. The Board of Directors is entitled to delegate such powers in favour of the Executive Committee, the Chief Executive Officer or any other person expressly

empowered by the Board to that effect and with the faculties considered appropriate.

This authorisation will have a term of 18 months from the date on which this General Meeting is held and the portion of the powers granted to the Board of Directors

by the Shareholders’ General Meeting held on 9th March 2005, and not executed, will have no effectiveness”

II.- Resolutions adopted by the Shareholders’ Extraordinary General Meeting held on 29 November 2006, as a result of the Banco Santander’s disposal transaction,

and in order to expressly autnhorise the single acquisition of 5% of the share capital that was held by Banco Santander, as well as its subsequent distribution of the

shares thus acquired as an extraordinary dividend and in the form of treasury stock.

Authorization to the Board of Directors to acquire treasury shares either directly or through companies of the Group.

“To authorize the Company so that, directly or though any of its subsidiaries, it may acquire shares of Antena 3 de Televisión, S.A., through any means accepted

by the law, either in the market or through direct purchases, and to dispose of or subsequently distribute them in accordance with article 75 and other concordant

ones of the Joint Stock Companies Law.


That the nominal value of the shares acquired, plus those already owned by Antena 3 de Televisión, S.A. and its subsidiaries, does not exceed five percent of the

share capital;

That in the liabilities side of the balance sheet of the Company a non available reserve may be allocated equivalent to the amount of the own shares compounded in

the assets side. This reserve will have to be maintained as long as the shares are not disposed of or redeemed;

That the shares acquired are fully paid up; and that the acquisition price is not lower than the nominal one or higher than Euro18, and the purchase operations must

comply with the rules and common practices of the stock markets.

The Company is expressly authorized to purchase up to a maximum of 11,111,200 own shares, that represent 5% of the capital stock, from the shareholder Banco

Santander Central Hispano, S.A. and/or its subsidiary Macame, S.A., paying for them a price of Euro 18 per share, and to dispose of them through any means allowed

by law or to distribute them, wholly or partially, among the shareholders of the Company, subject to the prior approval of the General Meeting, and in accordance

with the provisions of article 75 and in compliance with the Joint Stock Companies Law and article 38 of the Corporate By-laws.

The broadest powers are granted to the Board of Directors to make use of the authorization that is the subject of this resolution and for its full execution and deve-

lopment. The Board of Directors is entitled to delegate such powers in favour of the Executive Committee, the Chief Executive Officer or any other person expressly

empowered by the Board to that effect and with the faculties considered appropriate.

186

This authorisation will have a term of 18 months from the date on which this General Meeting is held and the portion of the powers granted to the Board of Directors

by the Shareholders’ General Meeting held on 29th March 2006, and not executed, will have no effectiveness.”

Compensation to the shareholders through the distribution of an extraordinary dividend, charged to freely available reserves, in the form of treasury shares of Antena

3 de Televisión, S.A.

“To approve a payment of extraordinary dividends, charged to freely available reserves, through the delivery, to the shareholders, of treasury shares representing the

capital stock of the Company, at a ratio of one share per each 48 shares held with a right to participate in said payment. The payment shall consist of a maximum

of 4,166,700 own shares of the Company, equivalent to a ratio of 1 share per each 48 shares with a right to dividends. The tax revenue or payment, if appropriate,

established by the tax law in force will be an additional part of such dividend and at the expense of A3TV.

The right to be paid the extraordinary dividends charged to freely available reserves, as set out in the previous paragraph, will accrue in favour, according to the

Spanish legislation, of those who are shareholders of the Company at the end of 14th December 2006 and, consequently, those who have purchased their shares

from the Company until that date inclusive shall be entitled to receive said dividend and those who until that date inclusive have sold their shares of the Company

will not be entitled to said right.

In order to facilitate the appropriate execution of the operation, the financial entity appointed to that effect by the Board of Directors (the “Agent”) will have to co-

ordinate and execute with Iberclear and its Participant Entities, the necessary or merely convenient formalities and operations to instrument the payment through the

distribution of treasury shares of the Company to which this resolution refers, in accordance with the procedure and the terms and conditions set out in it, as well as

those that the Board of Directors might develop, when appropriate.

Without prejudice to the above, it is agreed to establish a mechanism aimed at facilitating the execution of the operation to which this resolution refers in connection

with those shareholders who are the holders of a number of shares that is not a multiple of 48, in accordance with the following terms and conditions:

1) The Company will make available to the Agent the total number of own shares to be distributed in accordance with the provisions of this resolution.

2) The Agent, acting in the name and for the account of the Company, will deliver to the entitled shareholders of the Company the relevant full number of shares

of the Company subject to an exact exchange ratio of 1 share per each 48 shares held by the shareholder.

3) In the context of those shareholders of the Company who are holders of a number of shares that exceeds a multiple of 48 or that do not reach such figure of 48

(the shares that, in the first case, constitute such excess or, in the second case, do not reach 48, will be called “Excess Shares”) and considering that for such Excess

Shares they will not be entitled to receive a share of the Company but fractions of share, the Agent will pay in cash the amount equivalent to such fractions of

share of the Company that would have to be delivered to such shareholders in connection with such Excess Shares (the “Compensation for Excess Shares”). The

Agent will hold the aggregate number of own shares delivered by the Company that would have had to be distributed to such Excess Shares, and may dispose

of them once the operation has been concluded.

187

4) The value of the Compensation for Excess Shares will be determined on the basis of the weighted arithmetic mean of the shares of the Company in the Stock

Exchange Interconnection System (Continuous Market) in the three stock exchange business days prior to the date of distribution of the dividend (i.e. 14th Dec-

ember 2006) (the “Arithmetic Mean”). This way, and considering that the number of Excess Shares to be held by each shareholder, if any, will range between a

minimum of 1 and a maximum of 47, the value of the Compensation for Excess Shares to be delivered to each shareholder will be the result of multiplying the

number of Excess Shares of such shareholders by the Arithmetic Mean and of dividing the result by 48, rounded upwards or downwards to the nearest cent. Any

fees or expenses that, in accordance with and in fulfilment of the legislation in force, could charge the entities that participate in Iberclear or the depositors in

connection with the operation will be for the account of the shareholder.

Prior to the execution by Iberclear of the settlement operations that are customary in these types of transaction, the delivery of the shares and of the Compensation

for Excess Shares that might correspond will take place within five business days from 14 December 2006.

The broadest faculties are expressly conferred to the Board of Directors (being the Board of Directors authorized to, in turn, sub-delegate such powers in favour of the

Managing Committee, the Chief Executive Officer or any other person expressly empowered by the Board of Directors) to execute this resolution, including among

them the development of the procedure foreseen and until its eventual amendment for legal, tax or operating reasons, and to carry out any actions necessary or

convenient for the execution of any formalities required for the proper completion of the operation.”

In execution of the aforementioned resolutions, adopted by the Extraordinary Meeting of 29 November 2006, the Company acquired on 1 December 2006 a total of

11,111,200 treasury shares, representing 5% of the share capital. This operation has been described in section a.8 of this report. Prior to this acquisition the company

had sold its entire treasury stock.

According to that which is stipulated in the resolutions adopted, the Company distributed 4,093,978 treasury shares among its shareholders as an extraordinary

dividend and in kind, at a ratio of 1 share for every 48 shares. Furthermore, in December 2006, 1,733,076 shares were sold on the market, which means that the

treasury stock at the close of 2006 had dropped by 5,827,054 shares to 5,284,146 shares, representing 2.503% of the share capital (see section A.8 of this report).

A.10. INDICATE, IF APPROPRIATE, THE STATUTORY AND BYlAw RESTRICTIONS ON THE EXERCISE OF VOTING RIGHTS, AS wEll AS THE STATUTORY RESTRICTIO-

NS ON THE ACQUISITION OR TRANSFER OF OwNERSHIP INTERESTS IN THE SHARE CAPITAl:

There are no statutory or bylaw restrictions on the exercise of voting rights carried by the company’s shares, nor are there statutory or bylaw restrictions on the acqui-

sition or transfer of ownership interests in the share capital, other than the special provisions stipulated in the Private Television Law.

188

B. CoMpAnY MAnAgeMent struCture

B.1. BOARD OF DIRECTORS

B.1.1. Detail the maximum and minimum number of Directors stipulated in the bylaws:

Maximum number of Directors 15

Minimum number of Directors 5

B.1.2. Complete the following table with the Board members:

Office held Date first Date last Election procedureName or corporate name of the Director on the Board appointed appointed

JOSÉ MIGUEL ABAD SILVESTRE MEMBER 23-11-2004 23-11-2004 COOPTATION RATIFIED BY AGM

NICOLAS ABEL BELLET DE TAVERNOST MEMBER 29-10-2003 29-10-2003 COOPTATION RATIFIED BY AGM

MAURIZIO CARLOTTI CHIEF EXECUTIVE OFFICER 16-06-2003 16-06-2003 COOPTATION RATIFIED BY AGM

JOSÉ CREUHERAS MARGENAT MEMBER 16-06-2003 16-06-2003 COOPTATION RATIFIED BY AGM

MARCO DRAGO MEMBER 16-06-2003 16-06-2003 COOPTATION RATIFIED BY AGM

ELMAR HEGGEN MEMBER 21-12-2005 21-12-2005 COOPTATION RATIFIED BY AGM

JOSÉ MANUEL LARA BOSCH CHAIRMAN 16-06-2003 16-06-2003 COOPTATION RATIFIED BY AGM

JOSÉ LUIS LÓPEZ DE GARAYO GALLARDO MEMBER 29-10-2003 29-10-2003 COOPTATION RATIFIED BY AGM

PEDRO ANTONIO MARTÍN MARÍN MEMBER 29-08-2003 29-08-2003 COOPTATION RATIFIED BY AGM

PEDRO RAMÓN Y CAJAL AGÜERAS MEMBER 29-08-2003 29-08-2003 COOPTATION RATIFIED BY AGM

Total number of Directors 10

Indicate the resignations from the Board of Directors that took place during the period:

Name or corporate name of the director Date of resignation

JOSÉ LUIS DÍAZ FERNÁNDEZ 26-12-2006

JOAN DAVID GRIMÀ TERRÉ 26-12-2006

189

B.1.3. Complete the following tables on the Board members and their status:

EXECUTIVE DIRECTORS

Name or corporate name of the director Committee that proposed his appointment Position on the company’s organisational chart

MAURIZIO CARLOTTI CHIEF EXECUTIVE OFFICER

JOSÉ MANUEL LARA BOSCH CHAIRMAN

NONEXECUTIVE SIGNIFICANT-SHAREHOlDER APPOINTED DIRECTORS

Name or corporate name of the director Committee that proposed his appointment Name or corporate name of the significant shareholder he represents or who proposed his appointment

JOSÉ MIGUEL ABAD SILVESTRE GRUPO PLANETA- DE AGOSTINI, S.L.

NICOLAS ABEL BELLET DE TAVERNOST RTL GROUP COMMUNICATION, S.L.U.

JOSÉ CREUHERAS MARGENAT GRUPO PLANETA- DE AGOSTINI, S.L.

MARCO DRAGO GRUPO PLANETA- DE AGOSTINI, S.L.

ELMAR HEGGEN APPOINTMENT AND COMPENSATION COMMITTEE RTL GROUP COMMUNICATION, S.L.U.

190

NONEXECUTIVE INDEPENDENT DIRECTORS

Name or corporate name of the director Committee that proposed his appointment Profile

JOSÉ LUIS LÓPEZ DE NOMBRAMIENTOS Y RETRIBUCIONES NOTARY OF THE MADRID ASSOCIATION OF NOTARIES. HE WAS

GARAYO GALLARDO A BOARD MEMBER OF THE BILBAO STOCK EXCHANGE GOVERNING

COMPANY AND A BOARD MEMBER AND DIRECTOR OF THE STOCK

EXCHANGE BROKER DEALER OF THE BANCO CENTRAL AND OF THE BANCO

CENTRAL HISPANO. FROM 1996 THROUGH 2000 HE WAS DIRECTOR

OF THE CABINET OF THE SECRETARY OF STATE FOR PARLIAMENTARY AFFAIRS

PEDRO ANTONIO MARTÍN MARÍN PRACTICING LAWYER. HE WAS SECRETARY OF STATE FOR

COMMUNICATION AND CURRENTLY IS CHAIRMAN OF MADRID

DEPORTES Y ESPECTÁCULOS, S.A., SECRETARY ON THE BOARD,

OF IBERPISTAS AND BOARD MEMBER OF AVAL MADRID

DON PEDRO RAMÓN Y CAJAL PARTNER OF THE “RAMÓN Y CAJAL ABOGADOS” LAW FIRM,

AGÜERAS AGOVERNMENT LAWYER, MEMBER OF THE MANAGING

BODIES OF INDRA SISTEMS, S.A., HISPASAT, S.A.

AND RENTA 4S.A.4, S.A

OTHER INDEPENDENT DIRECTORS

Name or corporate name of the director Committee that proposed his appointment

Detail the reasons for which they cannot be regarded as significant-shareholder appointed directors or independent directors:

Indicate any variations which were produced during the period in the type of each director:

Name or corporate name of the director Date of the change Former status Current status

B.1.4. Indicate whether the classification of directors made in the preceding point is in line with the distribution provided for in the Board Regulations:

Yes

191

B.1.5. Indicate the powers delegated to the managing director(s):

Name or corporate name of the director Brief description

MAURIZIO CARLOTTI ALL DELEGABLE POWERS OF THE BOARD OF DIRECTORS

B.1.6. Identify any Board members who hold the office of director or executive at other companies which form part of the listed company’s group:

Name or corporate name of the director Corporate name of the group entity Office

MAURIZIO CARLOTTI PUBLICIDAD 3, S.A.U. DIRECTOR EMPOWERED TO ACT SEVERALLY

B.1.7. Detail any directors of your company who are members of the Board of Directors of other companies listed on official securities markets in Spain other

than those of your group, which have been reported to the company:

Name or corporate name of the director listed entity Office

JOSÉ MANUEL LARA BOSCH BANCO SABADELL S.A. BOARD MEMBER

JOSÉ MANUEL LARA BOSCH COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA, S.A. BOARD MEMBER

PEDRO RAMÓN Y CAJAL AGÜERAS INDRA SISTEMAS, S.A. BOARD MEMBER

B.1.8. Complete the following tables on the aggregate Directors’ compensation paid during the year:

A) At the company covered in this report:

Compensation item Data in thousands of euros

Fixed compensation 930

Variable compensation 10,655

Allowances 993

Attendance fees per the bylaws 0

Stock options and/or other financial instruments 0

Other 0

totAL 12,578

192

Other benefits Data in thousands of euros

Advances 0

Loans granted 0

Loans granted 0

Pension funds and plans: contributions 0

Life insurance premiums 6

Guarantees provided by the company in favour of directors 0

B) Compensation for membership of company directors on other Boards of Directors and/or on the senior management team of group companies:

Compensation item Data in thousands of euros

Fixed compensation 0

Variable compensation 0

Allowances 0

Attendance fees per the bylaws 0

Stock options and/or other financial instruments 0

Other 0

totAL 0

Other benefits Data in thousands of euros

Advances 0

Loans granted 0

Pension funds and plans: contributions 0

Pension funds and plans: contractual obligations 0

Life insurance premiums 0

Guarantees provided by the company in favour of directors 0

193

C) Total compensation by type of director:

Type of director Per company Per group

Executive directors 11,825 0

Non-executive significant-shareholder appointed 588 0

Non-executive independent directors 165 0

Other non-executive directors 0 0

totAL 12,578 0

D) Profit attributable to the Parent:

Total directors’ compensation (in thousands of euros) 12,578

Total directors’ compensation attributed to the Parent (expressed in %) 4,098

B.1.9. Identify members of the senior management team who are not also executive directors and indicate the total compensation paid to them during the year:

Name or Corporate Name Office

GLORIA FERNÁNDEZ LOMANA INFORMATION SERVICES MANAGER

UIS GAYO DEL POZO SECRETARY-GENERAL

SILVIO JOSÉ GONZÁLEZ MORENO GENERAL MANAGER

MIGUEL ÁNGEL LEJARZA ORTIZ TV DIVISION MANAGER SINCE SEPTEMBER 2006

ANTONIO CARLOS MANSO MARCOS CHIEF FINANCIAL OFFICER

EDUARDO OLANO CODESIDO ADVERTISING DIVISION MANAGER

CARMEN RODRÍGUEZ MARTÍN CENTRAL LEGAL ADVISORY SERVICES MANAGER

GIORGIO SBAMPATO DEVELOPMENT AND NEW PROJECTS DIVISION MANAGER

ÁNGELES YAGÜE BARRERO CONTENTS MANAGER UNTIL AUGUST 2006

Total senior management comp. (in thousands of euros) 8,692

194

B.1.10. Indicate on the whole whether there are guarantee or golden parachute clauses for cases of dismissal or changes in control in favour of members of the

senior management team, including executive directors of the company or of its group. Indicate whether these contracts are to be reported and/or approved

by the bodies of the company or of its group:

Number of beneficiaries 0

Board of Directors Annual General Meeting

Body authorising the clauses X

YES NO

Is the Annual General Meeting informed of the clauses? X

B.1.11. Explain the process for stipulating Directors’ compensation and indicate the relevant clauses of the bylaws in this connection.

The Shareholders’ General Meeting held on 29 March 2006 changed article 34 of the Company’s By-Laws, and according to its current wording establishes that:

“The remuneration of the Board will be of a mixed nature consisting of a fixed sum and a variable sum, this latter in the form of allowances for the attendance to

the meetings of the Board and of its Committees.

For each fiscal year and for the fiscal years set out by the Meeting itself, the Shareholders’ General Meeting will decide the amount of the remuneration either on an

individual basis or fixing a maximum aggregate sum for each remuneration item or for both, and will be able to fix a different remuneration for each Director. Such

resolution of the Meeting will be in force as far as it is not expressly amended by the General Meeting itself.

The remuneration as Director set out in this article will be compatible with the remaining professional or work remuneration of the Directors related to whatever

executive or advisory services that they might render to the Company, other than the supervision and decision taking functions as Directors which will be subject to

the applicable legal system.”

The same General Shareholders’ Meeting adopted the following resolution regarding the remuneration of the Company’s Directors:

“The remuneration of the Directors will be of a mixed nature, a fixed sum and a variable sum. This latter will consist of allowances for the attendance to the meetings

of the Board and its Committees and the maximum amount will be the one agreed by the Shareholders’ General Meeting held on 29 August 2003.

The fixing of the exact amount of the fixed remuneration of the members of the Board of Directors and the Executive Committee, as well as the one corresponding

to allowances for the attendance to each one of the meetings of the different corporate bodies is expressly delegated to the Board of Directors, always respecting

the maximum amounts.

195

The economic remuneration to be perceived by the Directors, as a whole, will be subject to the following limits:

The total of: a) the mixed remuneration perceived by the Directors during each fiscal year, in accordance with the provisions of the two first paragraphs of article 34

of the Corporate By-laws and as agreed from time to time by the Meeting, plus b) the remuneration perceived in consideration of the professional, mercantile or

work relationships of the members of the

Board of Directors, in accordance with the provisions of the third paragraph of article 34 of the Corporate By-laws, irrespective of whether they have been granted

powers or not, and as a result of any functions performed for the Company (either of a general management, other managerial, executive, advisory and consulting

nature or the rendering of any other services, but different from the supervision and decision functions as Directors), may not exceed, in aggregate for all the Directors

and during each year, the sum of EURO THREE MILLION (€ 3,000,000).

Exceptionally, assuming that the number of meetings of the Board or of its Committees to be held during a given fiscal year, plus the remunerations set out in point

1.b) above, reach such maximum figure, no allowances for attendances will be paid for the remaining meetings of the Board or its Committees to be held during

such fiscal year.

Additionally, assuming that the contracts governing the relationships referred to in point 1.b) above include clauses or covenants that, as a consequence of an early

or unilateral termination of the contract by the Company, oblige the Company to honour to the other party any indemnities set out in the contract itself, the total

amount of such indemnities cannot exceed, in the context of all such contracts then in force, the sum of EURO THREE MILLION (€ 3,000,000). Such eventual indem-

nity, if any, will not affect the limit set out in paragraph 1 above.

Those remunerations, if any, derived from any incentive schemes or variable remuneration expressly approved by the General Meeting will be considered excluded

from the scope of this agreement.”

In accordance with the express delegation of powers to the Board of Directors, contained in the written agreement of the General Meeting, by virtue of which the

Board itself must set the exact amount of the fixed compensation to be paid to its members and the members of the Standing Committee, as well as the allowances

for attending each one of the meeting held by the various committees (respecting the maximum amounts established in the same meeting resolution), the Board of

Directors (after being approved by the Appointment and Compensation Committee), adopted, at its meeting on the 26 April 2006, the resolution described below:

(a) “The approval of an annual fixed compensation of €25,000 for each member of the Board of Directors, and an attendance allowance per Board meeting

of €2,000.

(b) The approval of an annual fixed compensation of €50,000 for each member of the Standing Committee, and attendance allowance of €2,500 for each meeting

of the Standing Committee.

(c) The approval of an attendance allowance of €2,000 for each meeting of the Audit and Steering Committee, without fixed compensation.

(d) The approval of an attendance allowance of €2,000 for each meeting of the Appointment and Compensation Committee, without fixed compensation”.

196

B.1.12. Identify any Board members who are also members of the Board of Directors of companies holding significant ownership interests in the listed company

and/or in entities in its group:

Name or corporate name of the director Name or corporate name of the significant shareholder Office

JOSÉ MIGUEL ABAD SILVESTRE GRUPO PLANETA- DE AGOSTINI, S.L. DIRECTOR AND GENERAL MANAGER

NICOLAS ABEL BELLET DE TAVERNOST RTL GROUP COMMUNICATION, S.L.U. MEMBER OF THE OPERATIONS MANAGEMENT COMMITTEE

(RTL GROUP LUXEMBURGO)

JOSÉ CREUHERAS MARGENAT GRUPO PLANETA- DE AGOSTINI, S.L. DIRECTOR

MARCO DRAGO GRUPO PLANETA- DE AGOSTINI, S.L. DEPUTY CHAIRMAN OF THE BOARD OF DIRECTORS

ELMAR HEGGEN RTL GROUP COMMUNICATION, S.L.U. MEMBER OF THE MANAGEMENT COMMITTEE

DE RTL GROUP LUXEMBURGO

ELMAR HEGGEN RTL GROUP COMMUNICATION, S.L.U. EXECUTIVE DEPUTY CHAIRMAN OF REGIONAL OPERATIONS

AND DEVELOPMENT (RTL GROUP LUXEMBOURG)

JOSÉ MANUEL LARA BOSCH GRUPO PLANETA- DE AGOSTINI, S.L. CHAIRMAN OF THE BOARD OF DIRECTORS

Detail any significant relationships, other than those set forth in the preceding section, of Board members which link them to significant shareholders and/or

entities in their group:

Name or corporate name of the director Name or corporate name of the significant shareholder Description of the relationship

B.1.13. Indicate any amendments made to the Board Regulations during the year.

197

B.1.14. Indicate the procedures for appointing, re-electing, appraising and removing Directors. Detail the competent bodies, the steps to be taken and the

criteria to be employed in each procedure.

Directors must be appointed and removed by the Annual General Meeting, except in the case of vacancies covered by cooptation, which shall be the responsibility

of the Board of Directors.

Proposals for the appointment of directors submitted by the Board of Directors to the Annual General Meeting for consideration and resolutions of appointment

adopted by the Board by virtue of the powers of cooptation attributed to it by law must comply with the provisions of the Board Regulations and must be preceded

by the relevant non-binding report by the Appointments and Compensation Committee. However, when the Board does not follow the proposal of the Committee,

it must have sufficient support for its decision, leaving record of its reasons in the minutes.

Those who are to be elected as Non-Executive Directors must be persons of recognised solvency, competence and experience, who are willing to dedicate a sufficient

amount of their time and capacity to the Company. The foregoing must be complied with even more strictly with respect to those who are to be elected to the office

of Independent Director.

To cover the office of Independent Director, the Board of Directors cannot propose or designate persons who currently have or have had over the preceding three

years a stable relationship of some importance with Company management or are related by family, professional or commercial ties to any of the Executive Directors

or to other senior managers of the Company. Nor can the persons designated have a stable relationship with the significant-shareholder Appointed Directors or with

the entities or groups of companies represented by them.

In particular, the following persons may not be proposed or designated as independent directors:

1. persons who currently hold or have held over the preceding two years high level executive posts at the Company or at any of the Company’s subsidiaries, or

persons who currently hold high level executive posts at entities or groups which own significant ownership interests in the Company’s capital.

2. persons who, directly or indirectly over the preceding two years, have made or received payments to or from the Company or any of its subsidiaries, or persons

who are currently making or receiving payments to or from entities or groups who own significant ownership interests in the Company’s capital, which could

jeopardise their independence.

3. persons who currently have or have had other relationships with the Company or with any of its subsidiaries, or with entities or groups who own significant

ownership interests in the Company’s capital, which, in the opinion of the Appointments and Compensation Committee, could be detrimental to their indepen-

dence.

4. family members (to the fourth degree of kinship) of whomever currently is or has been over the preceding two years an Executive Director or senior manager of

the Company.

Re-election of Directors

Proposals for the re-election of Directors which the Board of Directors decides to submit to the Annual General Meeting shall be subject to a formal preparation

process which must necessarily include a non-binding report issued by the Appointments and Compensation Committee evaluating each proposed Director in terms

of his quality of work and dedication during his term of office.

198

B.1.15. Indicate the cases in which directors are obliged to resign.

Directors must hand in their notice to the Board of Directors and formalise their resignation in the following cases:

1. where they cease to hold the executive offices which gave rise to their appointment as director or where the reasons for which they were appointed cease to exist;

2. where they are subject to any of the statutory conflicts of interest or prohibitions;

3. where they are severely reprimanded by the Appointments and Compensation Committee or by the Audit and Control Committee for being in breach of any of

their obligations as directors.

Other than in the foregoing cases, the Board may not propose the removal of non-executive significant-shareholder appointed directors prior to the end of the term

for which they were appointed, unless there are exceptional and justified grounds for doing so, which should be approved by the Board

following a non-binding report by the Appointment and Compensation Committee.

B.1.16. Explain whether the office of chief executive of the Company falls to the Chairman of the Board. If so, indicate the measures taken to limit the risks of

the accumulation of powers in the hands of one person:

YES NO

X

199

B.1.17. Are qualified majorities required for any type of decision?:

YES NO

X

Indicate how resolutions are adopted by the Board of Directors, stating at least the minimum quorum of attendance and the type of majorities for adopting

resolutions:

Adoption of resolutions

Description of the resolution Quorum Type of majority

Ordinary resolutions One half plus one of the Board members Ordinary

attending in person or by proxy;

if there is an uneven number of directors,

the number of directors or proxies in

attendance must be greater than the

number of those not attending

B.1.18. Explain whether there are specific requirements, other than those relating to directors, for being appointed Chairman.

YES NO

X

Description of requirements

200

B.1.19. Indicate whether the Chairman has a casting vote:

YES NO

X

Matters for which a casting vote exists

B.1.20. Indicate whether the bylaws or the Board Regulations stipulate a limit on the age of directors:

YES NO

X

Limit on the age of the Chairman

Limit on the age of the Managing Director

Limit on the age of directors

B.1.21. Indicate whether the bylaws or the Board Regulations stipulate a limited term of office for independent directors:

YES NO

X

Maximum number of years 0

B.1.22. Indicate whether there are formal procedures for delegating votes to the Board of Directors. If so, give a brief description.

Proxies may be conferred by letter or by any other means capable of ensuring the certainty and validity of the proxy in the opinion of the Chairman.

If possible the proxy letter must include the relevant instructions.

201

B.1.23. Indicate the number of meetings held by the Board of Directors during the year. Also indicate, if appropriate, the times the Board met without the

attendance of the Chairman:

Number of Board meetings 10

Number of Board meetings held without the attendance of the Chairman 0

Indicate the number of meetings held by the various Board committees during the year:

Number of Executive or Standing Committee meetings 10

Number of Audit Committee meetings 6

Number of Appointments and Compensation Committee meetings 3

Number of Strategy and Investments Committee meetings 0

Number of committee meetings 0

B.1.24. Indicate whether the individual and consolidated financial statements submitted to the approval of the Board are previously certified:

YES NO

X

Identify the person(s), if any, who certified the company’s individual and consolidated financial statements for their preparation by the Board:

202

B.1.25. Explain any mechanisms established by the Board of Directors for preventing the individual and consolidated financial statements prepared by it from

being submitted to the Annual General Meeting with qualifications in the auditor’s report.

The Financial Statements, breakdowns of Financial Statements and additional information included in the individual and consolidated Financial Statements are prepared by the

Company’s Financial Management, which submits them to the Auditors for review according to a working plan that includes the participation of the In-House Auditors. All of the

foregoing is reported to the Audit and Control Committee, which supervises and coordinates the entire process of preparing the financial information and the related checks.

The External Auditor performs its work with cooperation from the Financial Management and In-House Auditors. Reviews are performed in various stages throughout the year

with a view to anticipating the need for information and completing the various tests performed by the auditors according to the aforesaid plan by the closing and preparation

deadlines.

Both In-House Auditors and External Auditors report to the Audit and Control Committee on the performance and progress of their plan, as well as on the various conclusions ob-

tained throughout the year. This enables them to anticipate the resolution of aspects which might have an impact on the auditor’s report and thus avoid possible qualifications.

Prior to their preparation, the Financial Statements are submitted to a review by the Audit and Control Committee which, in turn, proposes the final contents thereof to the

Board of Directors for their preparation.

B.1.26. Detail the measures taken to ensure that the information given to securities markets is transmitted fairly and symmetrically.

The Secretary of the Board of Directors (Secretary and Deputy Secretary) evaluates, in the light of significant circumstances, decisions, events or transactions, the need

to serve notices of events on the market in line with the demands and requirements of current legislation in this connection. Such notices are always served through

the channels and by the deadlines set forth in such legislation.

Information on quarterly and six-monthly results is reported to the Audit and Control Committee before it is made public. This information and its attached notes

and explanations regarding the evolution of the most significant financial magnitudes are submitted by the Financial Management to the Committee for review and

approval. At some of the meetings where this information is presented, the External Auditor has given its opinion on the correct treatment and recording of the

transactions carried out in the related quarter which could, in the Committee’s opinion, be significant due to their reflection in the financial information.

With a view to improving information quality and access, not only the information reported to the National Securities Market Commission but also other financial,

management and business information of use to investors is made available on the Company’s website.

The Investor Relations Area is in charge of liaising with national and international markets, explaining and informing those markets of significant data relating to

its strategy, organisation, transactions and businesses which is necessary for the formation of expectations regarding future performance, thus contributing to the

suitable formation and setting of prices for the securities issued by the Company.

In 2006 a major effort was made to promote a policy of transparency in communication and information targeted at investors and analysts. It included, inter alia,

numerous presentations, audio-conferences with analysts, road-shows on the main financial markets and the holding of Analyst Day, where the managers of the

Company’s main areas presented their operations and the performance of their areas.

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B.1.27. Is the secretary of the Board a director?:

YES NO

X

B.1.28. Indicate any mechanisms established by the Company to maintain the independence of the auditors, financial analysts, investment banks and classifi-

cation agencies.

The Audit and Control Committee is responsible for assessing the auditing services and for ensuring the independence of the auditors. Article 33.5 of the By-Laws

stipulates that one of the duties of the Audit and Control Committee is to receive information from the Auditors regarding issues which could jeopardise their in-

dependence and any other issue relating to the performance of the audit, and to receive information and exchange with the Auditors any other communications

provided for in the audit legislation and the technical auditing rules.

The “Internal Rules of Conduct on Issues relating to Securities Markets” describe, inter alia, the actions to be taken in each case to ensure the independence of

investment banks and financial analysts, as well as by the company personnel subject to those Rules in relation to personal or confidential transactions which could

have an impact on the value of the Group on the markets.

The following additional mechanisms have also been established with a view to guaranteeing efficiency and transparency in relations with market agents:

• All information deemed significant is reported simultaneously to the market through the publication of the pertinent relevant event. 20 Relevant Events were

published in 2006.

• Information furnished to the markets is subject to a suitable level of in-house review and quality control.

• In information furnished at meetings with analysis and investors, the pertinent clauses are explicitly stated so as to safeguard the significant information and the

position of the company in relation to decisions which could be adopted by market agents on the basis of such information.

B.1.29. Indicate whether the auditing firm does work for the company and/or its group other than auditing work and, in such case, state the amount of the

fees received for that work and the percentage it represents over the fees billed to the company and/or its group.

YES NO

X

Company Group Total

Amount of work other than auditing work (thousands of euros) 61 10 71

Amount of work other than auditing work / total amount billed by the auditing firm (%) 26.000 9.000 20.536

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B.1.30. Indicate the number of years that the current auditing firm has uninterruptedly been auditing the financial statements of the company and/or its group.

Also indicate the percentage represented by the number of years audited by the current auditing firm over the total number of years in which the financial

statements have been audited:

Sociedad Grupo

Number of uninterrupted years 10 10

Sociedad Grupo

Number of years audited by the current auditing firm / number of years the company has been audited (%) 62.220 62.220

B.1.31. Indicate the holdings reported to the Company which are owned by Company directors in the capital of entities engaging in a type of activity which is

the same as, or similar or supplementary to, that of the corporate purpose both of the Company and of its group. Also indicate the offices they hold or duties

they discharge at those companies:

Name or corporate name of the director Name of the company in which the holding is Holding % Office or duties

NICOLAS ABEL BELLET DE TAVERNOST MÉTROPOLE TÉLÉVISION, S.A. (M6) 0.000 CHAIRMAN OF THE BOARD

OF DIRECTORS

ELMAR HEGGEN FREEMANTLE MEDIA, S.A. 0.000 MEMBER

ELMAR HEGGEN SPORTFIVE GMBH 0.000 MEMBER

B.1.32. Indicate whether there is a procedure which may be used by directors to obtain external counselling and, if so, give a brief description:

YES NO

X

Describe the procedure

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B.1.33. Indicate whether there is a procedure which may be used by directors to obtain the information necessary for preparing meetings of the managing

bodies in a timely manner and, if so, give a brief description:

YES NO

X

Describe the procedure

Pursuant to article 22 of the Board of Directors’ Regulation, a procedure has been established whereby Board Members receive, sufficiently in advance, all information

relating to matters included in the Agenda for each meeting.

When the summons is performed, Board Members are sent the minutes for the previous meeting, provided it has not been already approved in the meeting itself,

and which must therefore be voted upon in the next meeting.

In all ordinary meetings, the Board is also furnished with up-to-date financial information regarding the Group as a whole and market information centred on analysis

of the share price performance. Furthermore, in-depth information is provided on the main figures for programming and audience results.

If there are points which do not arise as a matter of course in the Agenda, such as drawing up of accounts, approval of budgets, convening of shareholders’ meetings,

etc.– the documents to be subject to scrutiny and voting in the Board shall also be furnished sufficiently in advance.

In monographic or extraordinary meetings the ad hoc information deemed pertinent and that in the hands of the Board Member is drawn up and disseminated always

sufficiently in advance in order to be studied beforehand.

Lastly, Board Members receive a daily report on TV audiences.

B.1.34. Indicate whether liability insurance has been taken out in favour of company directors.

YES NO

X

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B.2. COMMITTEES OF THE BOARD OF DIRECTORS

B.2.1. list the managing bodies:

Name of the managing body Number of members Duties

STANDING COMMITTEE 5 SEE POINT B.2.3. SECTION I)

AUDIT AND CONTROL COMMITTEE 5 SEE POINT B.2.3. SECTION II)

APPOINTMENTS AND COMPENSATION COMMITTEE 5 SEE POINT B.2.3. SECTION III)

B.2.2. Detail all the committees of the Board of Directors and their members:

EXECUTIVE OR STANDING COMMITTEE

Name Office

JOSÉ MANUEL LARA BOSCH CHAIRMAN

MAURIZIO CARLOTTI MEMBER

NICOLAS ABEL BELLET DE TAVERNOST MEMBER

MARCO DRAGO MEMBER

LUIS GAYO DEL POZO NON-MEMBER SECRETARY

CARMEN RODRÍGUEZ MARTÍN NON-MEMBER SECRETARY

AUDIT COMMITTEE

Name Office

ELMAR HEGGEN CHAIRMAN

JOSÉ MIGUEL ABAD SILVESTRE MEMBER

JOSÉ LUIS LÓPEZ DE GARAYO GALLARDO MEMBER

PEDRO RAMÓN Y CAJAL AGÜERAS MEMBER

CARMEN RODRÍGUEZ MARTÍN NON-MEMBER SECRETARY

207

APPOINTMENTS AND COMPENSATION COMMITTEE

Name Office

JOSÉ MIGUEL ABAD SILVESTRE MEMBER

NICOLAS ABEL BELLET DE TAVERNOST MEMBER

JOSÉ CREUHERAS MARGENAT MEMBER

PEDRO ANTONIO MARTÍN MARÍN MEMBER

LUIS GAYO DEL POZO NON-MEMBER SECRETARY

STRATEGY AND INVESTMENTS COMMITTEE

Name Office

B.2.3. Give a brief description of the rules governing the organisation and functioning of, as well as the responsibilities attributed to, each of the Board’s

committees.

I) STANDING COMMITTEE:

The Standing Committee exercises any powers delegated to it by the Board of Directors with the affirmative vote of two thirds of the Directors.

It is made up of between 3 and 9 members which shall in all cases include the Chairman of the Board and the Managing Director.

The Chairman and Secretary of the Board shall act as the Standing Committee Chairman and Secretary unless otherwise decided by the Board.

The Committee meets once a month, or whenever the interest of the Company so requires.

Its resolutions are adopted by the majority of its members and the Chairman has the casting vote in the event of a tie.

The appointment and removal of members of this Committee requires the affirmative vote of at least two thirds of the Directors.

II) AUDIT AND CONTROl COMMITTEE:

The Audit and Control Committee is made up of not less than three and not more than five Directors.

Its Chairman is elected for a maximum term of four years and may be re-elected once, after one year has elapsed since the end of his term.

The Board Secretary or one of the Board Deputy Secretaries shall act as the Secretary of the Audit and Control Committee.

It meets once a quarter or whenever three of its members, the Standing Committee or the Managing Director so request.

For a meeting to be validly convened the number of Directors attending in person or by proxy must be larger than the number of Directors not attending.

Resolutions are adopted by majority vote and the Chairman has the casting vote.

208

Its duties are:

1. to report to the Annual General Meeting on the issues under its authority;

2. to propose to the Annual General Meeting everything relating to the designation of auditors and their contracting terms;

3. to supervise the in-house auditing services;

4. to know the processes relating to financial information and internal control systems;

5. to maintain the relationship with the auditors;

6. to obtain from the Managing Director the necessary information for the optimum performance of its duties.

III) APPOINTMENTS AND COMPENSATION COMMITTEE:

The Appointments and Compensation Committee is made up of not less than three and not more than 5 Directors, in line with the proportions of the Board.

Its Chairman is designated for a maximum of four years and may only be re-elected once, after one year has elapsed since the end of his term. The Board Secretary or

one of the Board Deputy Secretaries shall act as the Secretary of the Appointments and Compensation Committee.

The Committee meets once a quarter or whenever three of its members, the Standing Committee or the Managing Director so request.

For a meeting to be validly convened the number of directors attending in person or by proxy must be larger than the number of directors not attending.

Resolutions are adopted by a majority vote and the Chairman has the casting vote.

Its duties are::

1. to formulate and report on the guidelines to be followed for the composition of the Board;

2. to issue a previous report on members of the Board and of the Committees;

3. to propose the form and amount of directors’ compensation, whether for holding the office of director or for the discharge of other duties;

4. to report on the rules governing the corporate bodies and very especially on the Board and the Annual General Meeting Regulations;

5. to ensure that the Directors perform their obligations;

6. to know and report to the Board on appointments and compensation of senior managers of the Company;

7. to know and report to the Board on the appointments and compensation of senior managers;

8. to propose to the Board the basic conditions for hiring senior managers and to ensure compliance therewith;

9. to propose to the Board the variable compensation policy for the performance of objectives;

10. to obtain from the Managing Director the information deemed necessary for the performance of its duties;

11. to prepare and keep a record of the status of the Directors and senior managers of the Company and of its Group;

12. to report on compliance with the Board Regulations in matters under its specific authority.

209

B.2.4. Indicate any advisory, consulting and, if appropriate, delegation powers held by each of the Committees:

Committee name Brief description

B.2.5. Indicate the existence of Regulations governing the Committees of the Board of Directors, the place where they are available for consultation and any

amendments made during the year. In turn, indicate whether any annual report on the activities of each Committee was prepared on a voluntary basis.

B.2.6. If there is an Executive Committee, explain the degree of delegation and autonomy available to it when carrying out its functions, for adopting resolu-

tions on the direction and management of the Company.

Formally this Committee has been delegated all legally delegable powers of the Board of Directors. In general practice, the Standing Committee does not adopt

resolutions by itself, but rather submits its proposals of the Board of Directors.

B.2.7. Indicate whether the composition of the Executive Committee reflects the membership on the Board of the various directors in accordance with

their status.

YES NO

X

If no, explain the composition of the Executive Committee

B.2.8. If there is an Appointments Committee, indicate whether all its members are non-executive directors:

YES NO

X

210

C. reLAted-pArtY trAnsACtions

C.1. DETAIl SIGNIFICANT TRANSACTIONS wHICH ENTAIl A TRANSFER OF RESOURCES OR OBlIGATIONS BETwEEN THE COMPANY OR ENTITIES IN ITS GROUP

AND THE COMPANY’S SIGNIFICANT SHAREHOlDERS:

Name or corporate name of the Name or corporate name of the Nature of the relationship Type of transaction Amount (thousands of euros)significant shareholder de la sociedad o entidad de su grupo

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO, S.A. Commercial Receipt of services 12,638

GRUPO PLANETA-DE AGOSTINI, S.L. UNIÓN IBÉRICA DE RADIO, S.L. Commercial Receipt of services 4,501

(ANTES KORT GEDING, S.L.)

GRUPO PLANETA-DE AGOSTINI, S.L. PRODIGIUS AUDIOVISUAL, S.A. Contractual Receipt of services 4,035

GRUPO PLANETA-DE AGOSTINI, S.L. DEAPLANETA, S.L. Contractual Receipt of services 3,027

RTL GROUP COMMUNICATION, S.L.U. GRUNDY PRODUCCIONES, S.A. Contractual Receipt of services 1,296

GRUPO PLANETA-DE AGOSTINI, S.L. DEAPLANETA PRODUCCIONES Contractual Receipt of services 819

CINEMATOGRÁFICAS, S.L.

RTL GROUP COMMUNICATION, S.L.U. IP NETWORK, S.A Contractual Receipt of services 218

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO, S.A. Commercial Receipt of services 178

BANCO SANTANDER CENTRAL HISPANO, S.A. SANTANDER INVESTMENT Contractual Receipt of services 240

SERVICES, S.A.

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO GALICIA, S.L. Commercial Receipt of services 106

RTL GROUP COMMUNICATION, S.L.U. RTL TELEVISIÓN GMBH Contractual Receipt of services 100

GRUPO PLANETA-DE AGOSTINI, S.L. CANAL DIRECTO INTERACTIVO, S.L. Contractual Receipt of services 15

GRUPO PLANETA-DE AGOSTINI, S.L. PLANETA JUNIOR ITALIA, S.R.L. Contractual Receipt of services 42

GRUPO PLANETA-DE AGOSTINI, S.L. PLANETA JUNIOR ITALIA, S.R.L. Contractual Receipt of services 5

GRUPO PLANETA-DE AGOSTINI, S.L. SOCIETAT CATALANA DE RADIODIFUSIÓ, S.A.U. Contractual Acquisition of investments 9,861

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO, S.A. Commercial Provision of services 1,998

GRUPO PLANETA-DE AGOSTINI, S.L. PLANETA DIRECTO, S.L. Contractual Provision of services 1,600

GRUPO PLANETA-DE AGOSTINI, S.L. DEAPLANETA, S.L. Contractual Provision of services 1,535

GRUPO PLANETA-DE AGOSTINI, S.L. UNIÓN IBÉRICA DE RADIO, S.L. Contractual Provision of services 1,146

RTL GROUP COMMUNICATION, S.L.U. VOX FILM- UND FERNSEH GMBH & CO KG Contractual Provision of services 674

GRUPO PLANETA-DE AGOSTINI, S.L. SAV SOCIEDAD ANÓNIMA DEL VÍDEO Contractual Provision of services 479

RTL GROUP COMMUNICATION, S.L.U. METROPOLE PRODUCTION, S.A. Contractual Provision of services 249

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PLANETA, S.A. Contractual Provision of services 165

(sigue)

211

GRUPO PLANETA-DE AGOSTINI, S.L. CENTRO DE ESTUDIOS CEAC, S.L. Commercial Provision of services 122

GRUPO PLANETA-DE AGOSTINI, S.L. AUDIOVISUAL ESPAÑOLA 2000, S.A. Contractual Provision of services 68

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO NORTE, S.L. Commercial Provision of services 20

GRUPO PLANETA-DE AGOSTINI, S.L. EDITORIAL PÁGINA CERO GALICIA, S.L. Commercial Provision of services 9

MACAME, S.A. BANCO SANTANDER Contractual Provision of services 9

CENTRAL HISPANO, S.A.

RTL GROUP COMMUNICATION, S.L.U. RTL TELEVISIÓN GMBH Contractual Provision of services 2

BANCO SANTANDER CENTRAL HISPANO, S.A. BANCO SANTANDER Contractual Financing agreements: 30,000

CENTRAL HISPANO, S.A. loans

BANCO SANTANDER CENTRAL HISPANO, S.A. BANCO SANTANDER Contractual Financing agreements: 5,000

CENTRAL HISPANO, S.A. others

C.2. DETAIl SIGNIFICANT TRANSACTIONS wHICH ENTAIl A TRANSFER OF RESOURCES OR OBlIGATIONS BETwEEN THE COMPANY OR ENTITIES IN ITS GROUP

AND THE COMPANY’S DIRECTORS OR MANAGERS:

Name or corporate name of the Name or corporate name of the Nature of operation Type of operation Amount (thousands of euros) directors or managers company or entity in its group

C.3. DETAIl SIGNIFICANT TRANSACTIONS CARRIED OUT BY THE COMPANY wITH OTHER COMPANIES BElONGING TO THE SAME GROUP, PROVIDED THAT THEY

ARE NOT ElIMINATED IN THE PROCESS OF PREPARING THE CONSOlIDATED FINANCIAl STATEMENTS AND DO NOT FORM PART OF THE ORDINARY COURSE OF

THE COMPANY’S BUSINESS AS REGARDS THEIR SUBJECT-MATTER AND CONDITIONS:

Corporate name of the entity in the company’s group Brief description of the transaction Amount (thousands of euros)

C.4. IDENTIFY, IF APPROPRIATE, THE STATUS OF CONFlICTS OF INTEREST INVOlVING THE COMPANY’S DIRECTORS, AS PROVIDED UNDER ARTIClE 127 TER OF

THE SPANISH CORPORATIONS lAw.

212

C.5. DETAIl THE MECHANISMS ESTABlISHED TO DETECT, DETERMINE AND RESOlVE POTENTIAl CONFlICTS OF INTEREST BETwEEN THE COMPANY AND/OR ITS

GROUP, AND ITS DIRECTORS, MANAGERS OR SIGNIFICANT SHAREHOlDERS.

The mechanisms established by the Group to detect, determine and resolve potential conflicts of interest with its Directors, managers or significant shareholders may

be classified into two types:

• General: mechanisms implemented by the Group to guarantee that transactions relating to the business are carried out at market prices. The most significant

are: segregation of functions, suitable level of delegation in the approval of transactions, which goes from the Area Sub-manager to the General Manager, de-

pending on the amount. As a general procedure, at least three offers are solicited from different suppliers for each service contracted (other than those relating

to programming) or purchase made.

• Specific: mechanisms implemented by the Group in addition to the foregoing, used by the Financial Management with a view to keeping the Audit and Control

Committee informed periodically and prior to its final approval of any type of transaction carried out with individuals or legal entities related to the Group (such

being construed as direct shareholders or companies related thereto, Group Directors and managers).

d. risk ControL sYsteMs

D.1. GENERAl DESCRIPTION OF THE RISk POlICY OF THE COMPANY AND/OR ITS GROUP, DETAIlING AND ASSESSING THE RISkS COVERED BY THE SYSTEM,

TOGETHER wITH SUPPORT THAT THOSE SYSTEMS ARE SUITABlE TO THE PROFIlE OF EACH TYPE OF RISk.

Antena 3 Group has established a Risk Management System designed to cover the following objectives:

• To guarantee uniformity in the definition, identification and measurement of risks at all Antena 3 Group companies.

• To update existing controls and measure their degree of effectiveness on an ongoing basis.

• Enables the carrying out of actions geared towards:

a) improving the internal control model on an ongoing basis.

b) developing a series of tools and indicators to facilitate the ongoing assessment and improvement of the model developed.

• To serve as a means of communication for the business areas of the various Group companies regarding the policies and procedures to follow and regarding the

compliance thereof.

• To ensure compliance with all regulations and laws in force in the area of all businesses and transactions of Group companies.

• To serve as an efficient decision-making tool for Senior Management.

213

The Risk Management System was implemented for the entire Antena 3 Group, carrying out the following actions:

1. Global assessment of the degree of exposure to risks.

2. Identification and documentation of the processes developed in the Group and the risks associated with each one.

3. Risk assessment and measurement.

4. Identification and evaluation of the Group’s existing controls and proposal of new control procedures.

1. Global assessment

Each year risks are assessed globally with a view to valuing the degree of exposure, importance and potential occurrence of material risks which could have a signifi-

cant impact on income, internal control or even on the continuity of the business.

This assessment is carried out prior to the identification of total risks by area and process, and has a twofold objective:

• To provide an updated overall view of the general risk setting to which the Company is exposed, thus allowing significant changes taking place in the industry, in

particular, those relating to the regulation or structure of Group businesses and transactions, to be introduced into the model and their impact to be measured

quickly;

• To prioritise subsequent analyses of the specific risks of each process (business and support).

2. Identification and documentation of the processes developed in the Group and the risks associated with each one.

A reference process map was prepared, identifying, classifying and describing all Antena 3 de Televisión, S.A. processes. The following is a list of the main processes

identified in the Group, which served as a basis for the definition of second level processes for each one:

• knowledge of the advertising market, of the audience and of its trends;

• development of the corporate strategy;

• design of the programming grid;

• marketing and sale;

• program contracting and production and purchase of rights;

• program broadcasting;

• management of human resources;

• management of information and technology;

• administration and finances;

• management of the general infrastructure;

• management of external relations and communication;

• management of risks, transparency and compliance with regulations.

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All key risks were also identified and assigned to each process using various risk models from the industries in which the group companies operate (public television,

radio, advertising, etc.) and classifying the risks as follows:

• Risks of the setting

• Risks associated with processes

• Operating risks

• Management risks

• Technological / Information processes risks

• Integrity risk

• Financial risks

• Information risks for

- operational

- financial and

- strategic decision-making

3. Assessment and measurement of risks

The GROUP RISKS MAP is developed and adjusted by measuring the impact of each risk and the probability of its materialising. In other words:

• Importance: degree of negative impact on income or on the continuity of the business if the risk were to occur.

• Probability: degree of exposure / probability of the risk materialising, regardless of whether or not the controls are sufficient and reduce the risk to acceptable

levels.

This identification and classification of the risks detected according to their importance and their probability gave rise to the RISKS MAP, a tool which is maintained

and updated periodically, with the participation of all areas and offices of the Group companies.

The documentation of risk evaluation and measurement was made a priority within the Group Risk Management System, since it serves as the basis for the im-

plementation of effective and proportional controls of the importance of each risk and of its probability.

This classification and evaluation, together with the control actions and procedures, is, naturally, submitted to analysis and review by the external auditors, who

then report their conclusions to the Audit and Control Committee.

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The most significant risks of the Group relate to the following areas:

• Risks of the setting

These risks derive from external factors which may lead to changes in the Company’s strategy and objectives. The following risks were identified in relating to setting:

risks deriving from changes in regulations, changes in competition; risks in relationships with shareholders, financial markets and others.

The Antena 3 Group has a multidisciplinary working team specialising in the analysis of these risks and their impact on strategy, which proposes actions and controls

for measuring the potential impact of each risk and the reaction thereto.

Antena 3 Group’s Strategic Plan includes the calculation of these risks, which is one of the bases for defining the measures to be taken to offset said risks and mini-

mise the possible impact on value created for shareholders.

• Operating risks

For the main processes, identification is summarised as follows:

Revenues for the sale of advertising space and commercial policy: The Group avails itself of significant and reliable information for analysing changes in the

demand of the industry and anticipates them by developing integral communication plans for customers which make it possible to broadcast advertising in both

traditional and more innovative forms.

Ongoing analyses are performed on the surroundings and on the audiovisual industry, which include information on competition, legal aspects, economic trends,

demographic or socio-cultural changes, changes in viewer habits, audience ratings, etc., which make it possible to define a commercial strategy based on ongoing

interrelation with the market and with the programming and content objectives included on the broadcasting grid.

On the other hand, all control procedures were established with respect to negotiating processes, burden of the advertising purchase on the systems, verification

of the broadcast, valuation of advertising slots, billing and collection, with a view to avoiding a loss of revenue and ensuring compliance with the policies and

standards of the sales area.

Program production: Each and every one of the production projects are analysed, approved and developed according to a programming strategy and based on

an exhaustive analysis of expectations, audience objectives and commercial returns.

In order to minimise the negative impact of the possibility of programs not functioning satisfactorily in terms of audience and commercials, inherent in the pro-

gramming activity, pilot programs are produced and viewer and advertiser expectations are studied with a view to tailoring the final product as much as possible

to these needs. Standards are also established for contracting conditions and terms to be used by those in charge with a view to avoiding unforeseen losses and

contingencies.

Acquisition of broadcasting rights: broadcasting rights, which generally have a multi-year projection and validity, are acquired after the required studies of ge-

neral trends and specific programming projections, suitability of the products, broadcasting capacity, pricing trends and authorised budgets.

This entails specific rules and a suitable segregation of functions in negotiation, the approval of acquisitions and framework agreements with distributors and the

management of this type of product.

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Purchases and contracting in general: in the area of processes and their controls, it is important to note the modifications and improvements made to the proce-

dure for outsourcing services, work carried on by companies for the Group, as well as in the asset purchase and investment process. The Group has designed an

application for processing outsourcing and investment proposals which permits the electronic organisation and documentation of procedures for filling out out-

sourcing applications and their authorisation, making them more transparent and clearer, eliminating the circulation of hard copy with confidential and sensitive

information, anticipating knowledge regarding purchases and investments so as to prepare a better plan, quantifying undertakings given in contracting processes

more quickly, classifying in an orderly manner all purchase processes and contracts still to be authorised or executed and, in short, which makes it possible to have

an overview of the flow of documents and the controls applied to them.

• Occupational health and safety risks

The Company has an occupational risk prevention service which covers not only risks deriving from facilities but also those deriving from the various jobs.

The prevention service depends on the Office for Prevention and Medical Services, which is in charge of defining occupational risks, classifying them by job and

establishing the control measures necessary for reducing them. It also performs periodical evaluations to determine whether the control measures defined by the

Area are applied.

• Risks relating to technology and information systems

Technological risks include most notably those relating to information systems (since the various activities of Antena 3 de Televisión, S.A. are highly dependent on

IT systems) and those relating to broadcasting the signal (guaranteeing that the technical conditions of the signal comply with the parameters established in the

technical provisions applicable to the broadcasting medium).

As in the case of other public television service operators, a single company has been contracted to provide the services of carrying, supporting and disseminating

the television signal. Any failure in these services could have a negative impact on the Company’s activity. Nonetheless, independent of the guarantees provided

under the contract for services, no lasting incidences with significant adverse effects have been recorded to date throughout the years of the relationship.

With respect to risks deriving from information systems, strict physical and logical security measures, as well as contingency and business continuity plans, have

been established with a view to facing unforeseen events from various sources and of various natures.

There is an IT security department in charge of defining the applicable procedures, which periodically performs various security audits with a view to verifying

compliance with the model.

Security measures have also been stipulated for the technical means of broadcasting the signal to ensure their compliance with the established parameters. For

this reason there are double sets of equipment on both of which preventive tests are carried out on a monthly basis. There are also maintenance contracts for all

the necessary broadcasting equipment, as well as for other production and information systems equipment.

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• Financial risks

The main financial risk of the Group is that of the evolution of the exchange rate, since a significant percentage of the purchase of broadcasting rights is made

in US dollars.

The currency exchange risk is managed from the Cash and Banks Division of Antena 3. Depending on the payment schedule drawn up on the basis of the infor-

mation furnished by the different areas involved, the relevant hedging is established through forward currency purchases or by using transactions with derivatives

which lead to closed risk scenarios.

• Integrity risks

Antena 3 de Televisión S.A. has sufficient and effective control procedures to minimise the probability of fraud, illegal conduct and unauthorised uses of assets,

as well as to avoid the quantitative and qualitative effect they could have on resources, the reputation and the image of the Group’s trademarks.

• Risks deriving from information used in decision-making

These risks may be classified as operational, financial and strategic depending on the impact that could arise from using incomplete, distorted or erroneous infor-

mation when making decisions in relation to those aspects.

The Antena 3 Group has mechanisms for measuring the most significant indicators and magnitudes of the business, with a view to making quick and efficient

decisions on all business processes and on quantifiable aspects relating to its strategy and to its financial structure and capacity.

With respect to the protection of assets, the Group’s policy is to take out insurance policies to provide sufficient coverage for the possible risks to which the various

assets are subject. Transportation, business interruption, civil liability in various areas, life, accident and health risks are also covered by insurance.

The Group’s risks are identified and classified, and the processes inherent therein are analysed, by all the areas developing the Group’s business and support processes,

which, in turn are coordinated by the Internal Audit Office and Process Control Office. The Audit and Control Committee supervises each project’s progress, as well

as the conclusions obtained.

The Audit and Control Committee is in charge of supervising the in-house audit services and ascertaining the processes relating to financial information and internal

control systems.

4. Assessment of the controls performed in the Group and proposal for improvements and new control procedures.

The controls (many of which are described in the preceding section) implemented by the Group to mitigate all risks detected are evaluated on an ongoing basis.

Once the existing controls are known and documented, the following actions are taken:

• testing the controls applied to determine whether they operate efficiently;

• designing new control and monitoring procedures;

• making improvements to the control and monitoring procedures currently applied.

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This work is also carried out with the cooperation of all those in charge of the areas and/or Companies in the Antena 3 Group. They are thus informed of the risks

identified and evaluated, as well as of the controls detected in each of the processes in which they play an active role.

The following benefits have been obtained through carrying out these actions:

• to improve the documentation of existing controls and introduce new controls where appropriate or necessary;

• to improve the documentation of risks and controls;

• to enhance maintenance of the Risk Management System in close connection with the processes and with those responsible for them;

• to establish quick and simple communication and reporting procedures;

• to integrate the entire system in a corporate application which aids the meeting of all the foregoing objectives.

The External Auditor reviewed the Antena 3 Group’s Risk Model with a view to assessing both the methodology employed and the design and effectiveness of the

controls, and reported their findings and proposed actions to the Audit and Control Committee.

Work is currently being done of the implementation of a support tool for the entire Group which permits the effective documentation of certain controls currently

existing at the Company, as well as development of the functionalities necessary for making it possible to leave a more complete record that the control activities

were carried out.

This tool is to include a system of indicators which are designed to allow the evolution of risks to be monitored and which include a system of alarms where necessary,

to prioritise the review of controls.

D.2. INDICATE THE CONTROl SYSTEMS ESTABlISHED TO ASSESS, MITIGATE OR REDUCE THE MAIN RISkS ASSOCIATED wITH THE COMPANY AND ITS GROUP.

The Group’s main identification and control procedures are described in each of the foregoing sections in which the risks are classified.

D.3. IF ANY OF THE RISkS AFFECTING THE COMPANY AND/OR ITS GROUP SHOUlD HAVE MATERIAlISED, INDICATE THE CIRCUMSTANCES GIVING RISE TO THE

RISk AND wHETHER THE ESTABlISHED CONTROl SYSTEMS wORkED PROPERlY.

D.4. INDICATE wHETHER THERE IS ANY COMMITTEE OR OTHER GOVERNING BODY IN CHARGE OF ESTABlISHING AND SUPERVISING THE CONTROl DEVICES

AND, IF SO, lIST ITS DUTIES.

D.5. IDENTIFICATION AND DESCRIPTION OF THE PROCESSES FOR COMPlYING wITH THE VARIOUS REGUlATIONS AFFECTING THE COMPANY AND/OR ITS GROUP.

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e. AnnuAL generAL Meeting

E.1. lIST THE QUORUMS FOR CONVENING THE ANNUAl GENERAl MEETING SET FORTH IN THE BYlAwS. DESCRIBE HOw THEY ARE DIFFERENT FROM THE SYS-

TEM OF MINIMUMS SET FORTH IN THE SPANISH CORPORATIONS lAw (lEY DE SOCIEDADES ANóNIMAS OR “lSA”).

The quorums for convening the Annual General Meeting are no different from those set forth in the LSA.

The quorum required for convening the Annual or Special Annual General Meeting on first call is 25% of the voting capital. On second call, the meeting will be validly

convened regardless of the capital owned by the shareholders attending it.

In special cases the minimum quorum on first call is 50% of the voting capital; on second call 25% is sufficient. Nonetheless, if the shareholders attending the meeting

represent less than 50% of the voting capital, resolutions shall require the affirmative vote of shareholders present in person or by proxy who represent two thirds

of the capital.

E.2. EXPlAIN THE SYSTEM FOR ADOPTING CORPORATE RESOlUTIONS. DESCRIBE HOw IT IS DIFFERENT FROM THE SYSTEM SET FORTH IN THE lSA

Resolutions of the Annual General Meeting are adopted by majority vote and the system is no different from that set forth in the LSA.

E.3. lIST ANY RIGHTS OF SHAREHOlDERS IN RElATION TO ANNUAl GENERAl MEETINGS wHICH ARE DIFFERENT FROM THOSE SET FORTH IN THE lSA

Shareholders have the same rights as those recognised to them in the LSA.

E.4. INDICATE, IF APPROPRIATE, THE MEASURES TAkEN TO ENCOURAGE SHAREHOlDERS TO PARTICIPATE IN ANNUAl GENERAl MEETINGS.

All shareholders entitled to attend are sent a letter informing them of the holding of the meeting and of its agenda. The attendance, delegation and voting Card is

also enclosed in this letter.

Shareholders may raise questions, given opinions and suggestions on the website.

E.5. INDICATE wHETHER THE OFFICE OF CHAIRMAN OF THE ANNUAl GENERAl MEETING IS HElD BY THE CHAIRMAN OF THE BOARD OF DIRECTORS. DETAIl

ANY MEASURES TAkEN TO GUARANTEE THE INDEPENDENCE AND SUITABlE FUNCTIONING OF THE SHAREHOlDERS’ MEETING:

YES NO

X

Detail measures

The application of the provisions of the Annual General Meeting Regulations guarantees the independence and suitable functioning of the Annual General Meeting. The

Company’s website also serves as a channel through which shareholders are provided with information.

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E.6. INDICATE ANY AMENDMENTS MADE TO THE ANNUAl GENERAl MEETING REGUlATIONS DURING THE YEAR.

In the General Meeting of Shareholders held on 29 March 2006, the decision was taken to amend article 9 of the Regulation of the General Shareholders’ Meeting

in light of the new version of Article 97 of the Spanish Corporations Law and the previous adaptation of article 18 of the Company By-Laws.

Its current wording is as follows:

“Article 9.- SUMMONS.

Unless specified otherwise by Law, General Meetings must be summoned by the Board of Directors through a notice inserted in the Official Gazette of the Mercantile

Registry and in one of the largest newspapers of the province where the Company headquarters are located at least one month before the date fixed for the holding

of the meeting, or the term set out by the Law or the By-Laws for special circumstances.

The notice will include all the mentions stipulated by Law, as the case may be, and, in any event, will provide the date, place and time of the meeting in first call and

all the matters to be dealt with. If appropriate, the date of the second call can also be included and said date will be twenty four hours after the date fixed for the

first meeting. In the notice, the Board will ensure that it sets out the likely date that the Meeting will be held, whether on first or second call.

Without prejudice to the provisions of this article, as soon as the Board of Directors knows the likely date that the Meeting will be held, it shall notify same via the

Company’s website.”

E.7. PROVIDE INFORMATION ON THE ATTENDANCE OF THE GENERAl MEETINGS HElD DURING THE YEAR TO wHICH THIS REPORT REFERS::

Information on Attendance

Date of the Annual General Meeting % attending in person % by proxy % voting by mail Total %

29-03-2006 0.124 75.087 0.000 75.211

29-11-2006 0.148 71.507 0.000 71.655

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E.8. BRIEFlY INDICATE THE RESOlUTIONS ADOPTED BY THE GENERAl MEETINGS HElD DURING THE YEAR TO wHICH THIS REPORT REFERS, AND PERCENTAGE

OF VOTES BY wHICH EACH RESOlUTION wAS ADOPTED.

Resolutions adopted by the General Shareholders’ Meeting held on 29 March 2006.

1. Approval of the Annual Accounts (Annual Report, Balance Sheet and Profit and Loss Account) and the Management Report of Antena 3 de Televisión, S.A. and

its consolidated group of companies, corresponding to year 2005, as formulated by the Board of Directors, and to approve the management of the Board of

Directors of Antena 3 de Televisión, S.A. during fiscal year 2005.

Approved with a vote of shareholders attending the meeting in person or by proxy who represented 99.786% of the capital.

2. Application of profits for 2005: distribution of dividend. Results corresponding to fiscal year 2005 represented a profit of EURO 207,472,000 which will be distri-

buted as follows:

• The sum of EURO 178,594.000 will be allocated to the payment of dividends, of which EURO 63,333,840 that correspond to the interim dividend paid on 23

September 2005 have been already distributed and the remaining EURO 95,556,000 correspond to the maximum amount allocated to the complementary divi-

dend for fiscal year 2005, for an amount of EURO 0.43 per share which will be paid to shareholders on April 26th 2006.

• The remaining sum for a minimum amount of EURO 28,878,000 will be applied to voluntary reserves of the Company.

• The sum distributed as interim dividend plus the amount allocated to complementary dividend constitute the whole dividend for fiscal year 2005. Consequently,

the resolution adopted by the Board of Directors of the Company with respect to the distribution of interim dividends is ratified.

Approved with a vote of shareholders attending the meeting in person or by proxy who represented 100% of the capital.

3. Amendment of Company By-Laws: The decision was taken to amend articles 18, 30 and 34 of the By-Laws, which are thereby expressed as follows:

“Article 18.- SUMMONS

General Meetings must be summoned through a notice inserted in the Official Gazette of the Mercantile Registry and in one of the largest newspapers of the

province at least one month before the date fixed for the holding of the meeting, or the term set out by the Law or the By-laws for special circumstances.

The notice will include the date of the meeting in first call and all the matters to be dealt with. If appropriate, the date of the second call can also be included

and such date will be twenty four hours after the date fixed for the first meeting.

However, the Meeting will be considered summoned and validly constituted to discuss any subject provided that the whole capital stock is present and the atten-

dants unanimously accept to hold the Meeting.

Any issues not included in the Agenda cannot be discussed at a General Meeting.

Shareholders who represent at least five percent of the capital stock may request publication of a complement of the summons of the Shareholders’ General

Meeting, including one or more points in the Agenda. This right must be exercised through an official notice that must be received at the official address within

five days after the publication of the summons.

The complement of the summons must be published at least fifteen days before the dated fixed for the holding of the Meeting.

If the complement of the summons is not published within the term legally established, this will entail the nullity of the Meeting.”


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“Article 30.- TERM OF OFFICE OF THE DIRECTORS

The members of the Board of Directors will hold their office for a term of six years from their respective appointment. The Directors may be re-elected indefinitely.”


“Article 34.- REMUNERATION

The remuneration of the Board will be of a mixed nature consisting of a fixed sum and a variable sum, this latter in the form of allowances for the attendance to

the meetings of the Board and of its Committees.

For each fiscal year and for the fiscal years set out by the Meeting itself, the Shareholders’ General Meeting will decide the amount of the remuneration either

on an individual basis or fixing a maximum aggregate sum for each remuneration item or for both, and will be able to fix a different remuneration for each Di-

rector.

Such resolution of the Meeting will be in force as far as it is not expressly amended by the General Meeting itself.

The remuneration as Director set out in this article will be compatible with the remaining professional or work remuneration of the Directors related to whatever

executive or advisory services that they might render to the Company, other than the supervision and decision taking functions as Directors which will be subject

to the applicable legal system.”


4. Establishing the remunerations of the Company Directors. The remuneration of the Directors will be of a mixed nature, a fixed sum and a variable sum. This latter

will consist of allowances for the attendance to the meetings of the Board and its Committees and the maximum amount will be the one agreed by the Share-

holders’ General Meeting held on 29th August 2003.

The fixing of the exact amount of the fixed remuneration of the members of the Board of Directors and the Executive Committee, as well as that corresponding

to allowances for the attendance to each one of the meetings of the different corporate bodies is expressly delegated to the Board of Directors, always respecting

the maximum amounts.

The economic remuneration to be perceived by the Directors, as a whole, will be subject to the following limits:

1. The total of: a) the mixed remuneration perceived by the Directors during each fiscal year, in accordance with the provisions of the two first paragraphs of article

34 of the Corporate By-Laws and as agreed from time to time by the Meeting, plus b) the remuneration perceived in consideration of the professional, mercantile

or work relationships of the members of the Board of Directors, in accordance with the provisions of the third paragraph of article 34 of the Corporate By-Laws,

irrespective of whether they have been granted powers or not, and as a result of any functions performed for the Company (either of a general management,

other managerial, executive, advisory and consulting nature or the rendering of any other services, but different from the supervision and decision functions as

Directors), may not exceed, in aggregate for all the Directors and during each year, the sum of EURO THREE MILLION (€ 3,000,000).

Exceptionally, assuming that the number of meetings of the Board or of its Committees to be held during a given fiscal year, plus the remunerations set out in

point 1.b) above, reach such maximum figure, no allowances for attendances will be paid for the remaining meetings of the Board or its Committees to be held

during such fiscal year.

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2. Additionally, assuming that the contracts governing the relationships referred to in point 1.b) above include clauses or covenants that, as a consequence of an

early or unilateral termination of the contract by the Company, oblige the Company to honour to the other party any indemnities set out in the contract itself, the

total amount of such indemnities cannot exceed, in the context of all such contracts then in force, the sum of EURO THREE MILLION (€ 3,000,000). Said possible

indemnity, if any, will not affect the limit set out in paragraph 1 above.

3. Those remunerations, if any, derived from any incentive schemes or variable remuneration expressly approved by the General Meeting will be considered ex-

cluded from the scope of this agreement.


5. Amendment of the Regulations of the Shareholders’ General Meeting as called for by the new text of article 97 of the Joint Stock Companies Law, and of the

previous adaptation of article 18 of the Corporate By-Laws: Ads (article 9), which was expressed as follows:

“Article 9.- SUMMONS

Unless otherwise stated by the Law, General Meetings must be summoned by the Board of Directors through a notice inserted in the Official Gazette of the

Mercantile Registry and in one of the largest newspapers of the province of the official address of the Company, at least one month before the date fixed for the

holding of the meeting, or the term set out by the Law or the By-Laws for special circumstances.

Notices will include all the requisites set out by the Law, as appropriate, and in any event will indicate the date, the place and the time of the meeting in first

call and all the matters to be dealt with. The notice can also include the date, if appropriate, for the holding of the Meeting in second call which will be at least

twenty four hours after the date fixed for the first meeting.

The Board will try to insert the date foreseen to hold the Meeting in first or second call in the notice.

Any issues not included in the Agenda cannot be discussed at a General Meeting.

Without prejudice to the provisions of this article, as soon as the Board of Directors knows the date foreseen to hold the Meeting, it will notify said date in the

corporate web site of the Company.”


6. To unanimously ratify in his office the nominee Director for the statutory term of six years from the date of his appointment, Mr. Elmar Heggen, shareholder of

the Company appointed by the Board itself through co-optation at the proposal of the shareholder RTL Group Communications, S.L.U., in the meeting held on 21

December 2005 to fill the existing vacancy as a result of the resignation on that same day of the nominee Director of the same shareholder Mr. Thomas Rabe.


7. To authorize the Company in order to allow it, either directly or through any of its subsidiaries, to acquire shares of Antena 3 de Televisión, S.A., through any legal

means, and to subsequently dispose of or redeem them in accordance with the provisions of article 75 and related ones of the Joint Stock Companies Law.


• The nominal value of the shares acquired, added to those already in the hands of Antena 3 de Televisión, S.A. and its subsidiaries, should not exceed five percent

of the capital stock.

• To allocate to the liabilities side of the balance sheet of the Company a non available reserve equivalent to the amount of the treasury shares compounded in the

asset side. Such reserve will have to be maintained until such time the shares are disposed of or redeemed.

• The shares acquired should be fully paid up.

• The acquisition price should not be lower than the nominal price or higher than 5% of the average listing price during the month prior to the purchase, and any

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acquisition transactions must be adjusted to the regulations and normal practices of the stock exchange markets.

It is expressly authorized that the shares acquired by the Company or its subsidiaries through this authorization can be allocated, wholly or partially, to the bene-

ficiaries of the loyalty and variable remuneration triennial scheme of the managerial staff of Antena 3 Group approved by the Ordinary General Meeting held on

12th May 2004. It is expressly stated the object of such authorization for the purposes set out in article 75, paragraph 1, of the Joint Stock Companies Law.

The broadest powers are granted to the Board of Directors to make use of the authorization that is the subject matter of this resolution and for its full execution

and development. The Board of Directors is entitled to delegate such powers to the Executive Committee, the Chief Executive Officer or any other person expre-

ssly empowered by the Board to that effect and with the faculties considered appropriate.

Such authorization will have a term of 18 months from the date of the holding of this General Meeting and the portion of the powers granted to the Board of

Directors by the Shareholders’ General Meeting held on 9th March 2005, and if not executed, will have no effectiveness.


8. To re-appoint Deloitte, S.L., in accordance with the provisions of article 204 of the Joint Stock Companies Law, and article 153 of the Regulations of the Mercantile

Registry, as auditors to verify the annual accounts of Antena 3 de Televisión, S.A. and its group of consolidated companies during a term of one year, i.e. 2006,

the current fiscal year.


9. Delegation of faculties to execute, construe, and correct the resolutions adopted by the Shareholders’ General Meeting, to delegate the faculties granted to the

Board of Directors by the Meeting, and to grant powers to convert such resolutions into a public deed.


Resolutions adopted by the General Shareholders’ Meeting held on 29 November 2006.

1. To reduce the capital stock of the Company by a sum of Euro 8,333,400, equivalent to 5% of the capital stock, through the amortization of 11,111,200 shares,

with a nominal value of Euro 0.75, owned by the shareholder MACAME, S.A., in accordance with the provisions of article 164.3 of the Joint Stock Companies

Law, subject to the following terms and conditions:

• The object of the reduction, in accordance with article 163.1 of the Joint Stock Companies Law, is to refund the contributions of the shareholder MACAME, S.A.

• The refund price per share will be that obtained by applying a price of Euro 18 per share to such shares.

• The reduction will take place to the charge of profits and free reserves of the Company, in accordance with the provisions of article 167.1.3 of the Joint Stock Compa-

nies Law.

To establish reserves for an amount of Euro 8,333,400, equal to the nominal value of the shares to be amortized. Such reserves will only be used subject to the

same requisites as those required for the reduction of the capital stock, in accordance with the provisions of article 167.1.3 of the Joint Stock Companies Law.

The execution of this resolution related to the reduction of the capital stock shall take place before 31st December 2006, at the latest, and such resolution will

have no effect if it has not been implemented on such date.

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By virtue of the above, to amend the wording of article 5 of the Corporate By-Laws, which will literally read as follows:

“The capital stock is fixed at EURO ONE HUNDRED AND FIFTY EIGHT MILLION THREE HUNDRED AND THIRTY FOUR THOUSAND SIX HUNDRED (Euro 158,334,600)

and is represented by a single series of 211,112,800 shares with a nominal value of EURO SEVENTY FIVE CENTS (Euro 0.75) each, registered, fully subscribed and

paid up. The shares will be represented by book entries.”

To delegate the necessary powers in favour of the Board of Directors, with specific faculties to delegate in any of its members and in the Secretary and the Deputy

Secretary of the Board of Directors, so that any of them, jointly and severally, may carry out any formalities necessary for the execution and development of this

resolution, even construing, complementing and rectifying it as far as necessary for its registration with the Mercantile Registry and with any other appropriate

public registry including, without limitation, the following:

i) To refund the shares amortized on the date fixed before 31st December 2006, and to establish the reserve agreed in the second paragraph of this resolution,

including the necessary accounting entries.

ii) To carry out any actions deemed necessary for the execution of this resolution within the scope of the financial markets and, especially, those required to exclu-

de the amortized shares from the listing either before the Society of Management of the Systems of Record, Compensation and Liquidation of Values, S.A. and

its participant entities, the National Securities Market Commission, the Stock Exchanges where the shares are listed or before any other public or private body as

well as the Mercantile Registry.

III) To execute any public or private documents deemed necessary or convenient (including any documents related to the construction, clarification, rectification

of errors and defects), including the publication of the ads legally required, for the proper compliance.


The shareholder MACAME, S.A. has abstained from voting on this resolution. This means that the resolution adopted with the vote in favour of the majority

established for this vote also includes the favourable opinion of the majority of the shares not affected by the reduction.

The second vote, comprising solely the shares affected by the reduction, owned by MACAME, S.A, accounting for 5% of Antena 3 de Televisión’s share capital,

was favourable. Therefore, pursuant to legal provisions in force, the resolution was approved, with the majorities indicated, by the Shareholders’ Meeting, by the

affected shares owned by MACAME, S.A. and by the rest of the unaffected shares.

2. To amend the wording of article 38 of the Corporate By-Laws in order to foresee and expressly authorize the eventual distribution in kind of the corporate net

worth (either through the distribution of dividends or through the refund of contributions in the case of a reduction of capital) which will from now on read as

follows:

“Article 38.- ALLOCATION OF RESULTS

From the profits obtained each year, once the allocation to legal reserves and any other allocations legally established have been covered, the Meeting may apply

the amount deemed appropriate to voluntary reserves, to fund the provision for investments and any other allocations allowed by the Law. The rest, if any, will

be distributed as dividends among the shareholders on a pro rata basis to the capital paid up for each share.

The General Meeting may agree, wholly or partially, the distribution of dividends in kind, always provided that the goods or securities that are the subject matter

of the distribution are homogeneous and accepted to negotiation by an official market at the time of the effectiveness of the resolution related to the distribu-

tion; this latter requisite will be also understood as fulfilled when the company offers the appropriate guarantees of liquidity or guarantees the obtaining of such

liquidity within a maximum term of one year. The goods or securities that are the subject matter of the distribution cannot be distributed for a value lower than

the value shown in the balance sheet of the Company.

226

The regulation described in the previous paragraph will also be applicable to the refund of contributions in the case of a reduction of the capital stock.

The payment of interim dividends will be subject to the provisions set out by Law.


3. To authorize the Company so that, directly or though any of its subsidiaries, it may acquire shares of Antena 3 de Televisión, S.A., through any means accepted by

the Law, either in the market or through direct purchases, and to dispose of or subsequently distribute them in accordance with article 75 and other concordant

ones of the Joint Stock Companies Law.

The conditions for the acquisition of such shares will be the following:

• That the nominal value of the shares acquired, plus those already owned by Antena 3 de Televisión, S.A. and its subsidiaries, does not exceed five percent of the

capital stock.

• That in the liabilities side of the balance sheet of the Company a non available reserve may be allocated equivalent to the amount of the own shares compounded

in the assets side. This reserve will have to be maintained as long as the shares are not disposed of or amortized.

• That the shares acquired are fully paid up; and

• That the acquisition price is not lower than the nominal one or higher than Euro 18, and the purchase operations must abide by the rules and customs of the

stock markets.

The Company is expressly authorized to purchase up to a maximum of 11,111,200 own shares, that represent 5% of the capital stock, from the shareholder Ban-

co Santander Central Hispano, S.A. and/or its subsidiary Macame, S.A., paying for them a price of Euro 18 per share, and to dispose of them through any means

accepted by the Law or to distribute them, wholly or partially, among the shareholders of the Company, subject to the prior approval of the General Meeting,

and all in accordance with the provisions of article 75 and concordant ones of the Joint Stock Companies Law and article 38 of the Corporate By-Laws.

The Board of Directors has been granted the broadest powers to use the authorization that is the subject matter of this resolution and to fully execute and im-

plement it, with powers to delegate such faculties in favour of the Managing Committee, the Chief Executive Officer or any other person expressly empowered

by the Board to that effect, as far as deemed appropriate.

This authorization will have a term of 18 months from the date of holding of this General Meeting, and, as far as not executed, the authorization granted to the

Board of Directors by the Shareholders Ordinary General Meeting held on 29th March 2006 will have no effect.


4. To approve a distribution of extraordinary dividends, to the charge of the freely available reserves, through the delivery, to the shareholders, of treasury shares repre-

senting the capital stock of the Company, at a ratio of one share per each 48 shares hold by them with a right to participate in such distribution. The distribution

will consist of a maximum of 4,166,700 own shares of the Company, equivalent to a ratio of 1 share per each 48 shares with a right to dividends. The fiscal income

or payment, if any, established by the tax legislation in force will be an additional part of such dividend and for the account of Antena 3 de Televisión, S.A.

The right to perceive the distribution of extraordinary dividends to the charge of the freely available reserves, as set out in the previous paragraph, will accrue in

favour, according to the Spanish legislation, of those who are shareholders of the Company at the end of 14th December 2006 and, consequently, those who

have purchased their shares from the Company until that date inclusive will be entitled to receive such dividend and those who until that date inclusive have sold

their shares of the Company will not be entitled to such right.

227

In order to facilitate the appropriate execution of the operation, the financial entity appointed to that effect by the Board of Directors (the “Agent”) will have

to co-ordinate and execute with Iberclear and its Participant Entities, the necessary or merely convenient formalities and operations to instrument the payment

through the distribution of own shares of the Company to which this resolution refers, all in accordance with the procedure and the terms and conditions set out

in it, as well as those that the Board of Directors might develop, if any.

Without prejudice to the above, it is agreed to establish a mechanism aimed at facilitating the execution of the operation to which this resolution refers in con-

nection with those shareholders who are the holders of a number of shares that is not a multiple of 48, in accordance with the following terms and conditions:

1) The Company will make available to the Agent the total number of own shares to be distributed in accordance with the provisions of this resolution.

2) The Agent, acting in the name and for the account of the Company, will deliver to the entitled shareholders of the Company the relevant full number of shares

of the Company subject to an exact swap ratio of 1 share per each 48 shares held by the shareholder.

3) In the context of those shareholders of the Company who are holders of a number of shares that exceeds a multiple of 48 or that do not reach such figure

of 48 (the shares that, in the first case, constitute such excess or, in the second case, do not reach 48, will be called “Excess Shares”) and considering that for

such Excess Shares they will not be entitled to receive a share of the Company but fractions of share, the Agent will pay in cash the amount equivalent to such

fractions of share of the Company that would have to be delivered to such shareholders in connection with such Excess Shares (the “Compensation for Excess

Shares”). The Agent will hold the aggregate number of own shares delivered by the Company that would have had to be distributed to such Excess Shares, and

may dispose of them once the operation has been concluded.

4) The value of the Compensation for Excess Shares will be determined on the basis of the weighted arithmetic mean of the shares of the Company in the Stock

Exchange Interconnection System (Continuous Market) in the three stock exchange business days prior to the date of distribution of the dividend (i.e. 14th Dec-

ember 2006) (the “Arithmetic Mean”). This way, and considering that the number of Excess Shares to be held by each shareholder, if any, will range between a

minimum of 1 and a maximum of 47, the value of the Compensation for Excess Shares to be delivered to each shareholder will be the result of multiplying the

number of Excess Shares of such shareholders by the Arithmetic Mean and of dividing the result by 48, rounded upwards or downwards to the nearest cent. Any

fees or expenses that, in accordance with and in fulfilment of the legislation in force, could charge the entities that participate in Iberclear or the depositors in

connection with the operation will be for the account of the shareholder.

After the execution by Iberclear of the settlement operations that are customary in this type of transactions, the delivery of the shares and of the Compensation

for Excess Shares that might correspond will take place within five stock exchange business days from 14 December 2006.

The broadest faculties are expressly conferred to the Board of Directors (being the Board of Directors authorized to, in turn, sub-delegate such powers in favour

of the Managing Committee, the Chief Executive Officer or any other person expressly empowered by the Board of Directors) to execute this resolution, inclu-

ding among them the development of the procedure foreseen and until its eventual amendment for legal, tax or operating reasons, and to carry out any actions

necessary or convenient for the execution of any formalities required for the proper completion of the operation.


5. Delegation of powers to the Board of Directors to execute, construe and rectify the resolutions adopted by the Shareholders General Meeting, as well as to de-

legate the powers granted by the Meeting to the Board of Directors, and to grant faculties to convert such resolutions into a public deed.


228

E.9. INDICATE, IF APPROPRIATE, THE NUMBER OF SHARES NECESSARY FOR ATTENDING THE ANNUAl GENERAl MEETING AND wHETHER THE BYlAwS STIPUlA-

TE ANY RESTRICTIONS IN THIS CONNECTION.

Shareholders who own shares representing at least a par value of €300 (currently 400 shares) and have them registered in their name in the relevant book entry

register at least five days prior to the date on which the Annual General Meeting is to be held, may attend the Meeting.

The By-Laws stipulate no other requirement for attending the Annual General Meeting.

E.10. INDICATE AND SUPPORT THE COMPANY’S POlICIES ON THE DElEGATION OF VOTES AT THE ANNUAl GENERAl MEETING.

Shareholders entitled to attend the Annual General Meeting are sent a card on which to delegate their vote at the Meeting.

The call notice contains the instructions for shareholders wishing to delegate their vote, cast it absentee or group their shares together.

Vote fractioning is admitted so that the financial intermediaries who appear authorised as shareholders, but who act on behalf of different clients, may issue their

votes as per the instructions of said clients.

E.11. INDICATE wHETHER THE COMPANY IS AwARE OF THE POlICY OF THE INSTITUTIONAl INVESTORS REGARDING wHETHER OR NOT TO PARTICIPATE IN THE

COMPANY’S DECISIONS:

YES NO

X

Describe the policy

E.12. INDICATE THE ADDRESS AND THE wAY TO ACCESS THE INFORMATION ON CORPORATE GOVERNANCE ON YOUR wEBSITE.

The Company’s website is antena3tv.es and the website includes a specific page called “Information for Shareholders and Investors”.

229

F. degree oF CoMpLiAnCe witH good governAnCe reCoMMendAtions

Indicate the degree of the Company’s compliance with existing corporate governance recommendations or, as the case may be, any failure to follow those

recommendations.

If any recommendations are not complied with, explain the recommendations, rules, practices or guidelines applied by the Company.

Until the single document referred to in ORDER ECO/3722/2003 of 26 December is prepared, the recommendations set forth in the Olivencia Report and the

Aldama Report should be taken as a reference when completing this section.

The Olivencia Report sets forth a total of 23 recommendations, the contents of which are incorporated into the Board Regulations, the only exception being the

maximum age limit on those holding the office of Director. Nonetheless, none of the Board members are older than 75 years of age, which is the age established as

a reference.

The recommendations of the Aldama Report were also considered when preparing the current self-regulation texts which include: the By-Laws, the Board

Regulations, the Annual General Meeting Regulations and the Internal Rules of Conduct on Matters Relating to Securities Markets.

As far as the Corporate Governance Single Document of Recommendations (approved by the Board of the Securities Market Commission on 22 May 2006) is

concerned, the Company is analysing the improvements which need to be implemented, taking into account that this resolution fixed the 2007 Annual Corporate

Governance Report – which must be submitted in the first half of 2008 – as a time frame for listed companies.

230

g. otHer inForMAtion oF interest

If you deem there to be any significant principle or aspect relating to the Good Governance practices applied by your company, which has not been dealt with

in this report, please mention it below and explain its content.

This section may include any other information, clarification or specification relating to the foregoing sections of this report, provided that it is significant and

not repetitive.

In particular, indicate whether the company is subject to legislation other than Spanish legislation on matters of corporate governance and, if so, include any

information it is obliged to supply other than that which is required in this report.

As reported to the National Securities Market Commission on 12 May 2004, the Annual General Meeting of the Company held on that same date approved the

three-year variable compensation plan and loyalty bonus for the managers of the Antena 3 Group.

With a view to enforcing this decision of the Annual General Meeting, after obtaining the opinion of the Appointments and Compensation Committee and following

the adoption of the pertinent resolutions by the appropriate governing bodies, a preliminary application of the plan, which was reported to the National Securities

Market Commission on 4 January 2005, was put into place this year, targeted at two groups of directors and managers who were included in the relevant categories,

for each of which uniform conditions were established.

231

The significant aspects relating to the execution of this plan as of 31 December 2006 were as follows:

1 Beneficiaries of the plan. A total of 31 beneficiaries, all belonging to the two categories established in the plan, i.e., managers and professionals related to the

Antena 3 Group under an employment contract or a contract for services (whether or not directors). At 31 December 2006 there were a total of 27 beneficiaries

at Antena 3 de Televisión, S.A.

2 Aggregate amount of the plan: the execution of the plan at 2006 year-end was equal to 86.0% of the maximum possible incentive approved by the Annual

General Meeting, which percentage derives from the sum of:

a. 1.72% of the result of multiplying the difference between EUR 120,000,000 and the consolidated EBITDA of the Antena 3 Group at 31 December 2006,

according to the audited financial statements, multiplied by 11.6. The maximum approved by the Annual General Meeting for this item is 2%.

b. 0.860% of the difference between EUR 1,392,000,000 and the average price of the Company on the Stock Market during the month of December 2006, up

to a maximum of EUR 2,000,000,000. The maximum approved by the Annual General Meeting for this item is 1%.

3 Ways to apply the plan to the different groups:

a. Through 10 July 2009: Group with mixed variable compensation, which includes the payment of 30% of the total in July 2007 and the remaining 70% in July

2009. This group includes a total of 13 beneficiaries, 10 of which are at Antena 3 de Televisión, S.A., and the amount allocated is equal to 75% of the aforesaid

86%.

b. Through 10 July 2007: Group with only variable cash compensation. This group includes a total of 18 beneficiaries, 17 of which are at Antena 3 de Televisión,

S.A., and the amount allocated is equal to 11% of the aforesaid 86%.

The total liabilities accruing to date, derived from the best estimates of the cost of this plan, are equal to EUR 56,935,000 and it has been calculated considering the

permanency in the Group of the beneficiaries until the end of the plan in June, 2007 or June, 2009, according to the cases.

This annual corporate governance report was approved by the Company’s Board of Directors at its meeting held on 28 February 2007

ANTENA 3 TELEVISIONAV. ISLA GRACIOSA, 13

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WWW.ANTENA3.COM

2006 ANNUAL REPORT

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