exv4w08






Exhibit 4.08




Rules for Interpreting and Applying the

Regulations of the General Shareholders Meeting of

Promotora de Informaciones, S.A. (PRISA)



These rules for interpreting and applying the Regulations of the General Shareholders Meeting of
PRISA (hereinafter, the “Regulations”) were approved by the company’s Board of Directors on
February 17, 2005, further to a prior favorable report from the Audit and Compliance Committee,
and were amended by the Board of Directors at its meetings held on February 16, 2006 (after
likewise having received a favorable report from the aforementioned Committee) and on February 15,
2007 (after having received a favorable report from the Corporate Governance, Appointments and
Remuneration Committee), pursuant to Article 26 of the Regulations that provides that the
Regulations shall be interpreted by the Board of Administration in accordance with the company
bylaws and any applicable legal provisions.




Signature of the shareholder on votes cast by electronic means



Given that Article 11.2.c) of the del Regulations provides that shareholders may vote by
electronic means, the electronic document that they send must include a recognized electronic
signature as used by the shareholders, or another type of electronic signature that the Board of
Directors, in view of the state of the art and applicable legal provisions, declares to be
sufficient in a prior resolution adopted in that regard because it is deemed to provide adequate
guarantee of authenticity and to identify the shareholders exercising their voting rights. The
recognized or advanced electronic signatures of any of the following providers of certification
services are deemed sufficient, since the Board of Directors considers adequate their guarantees
of authenticity and their capacity to identify shareholders when casting their votes:





	 	•	 	CERES (Fábrica Nacional de Moneda y Timbre- Real Casa de la Moneda)
	 
	 	•	 	CAMERFIRMA
	 
	 	•	 	ANCERT (Agencia Notarial de Certificación)




Likewise, and since it offers the aforementioned guarantees of authenticity and identification,
the National Electronic Identity Card (DNIe), issued by the Interior Ministry’s Directorate
General of the Police, has been declared sufficient (for those purposes).



The requisites set forth above shall likewise be applicable when shareholders exercise their right
to information via email or another means of electronic communication, as well as when
shareholders delegate their votes by electronic means, in accordance with the provisions of
Articles 6.5 and 8.4 of the Regulations.




Irrevocability of the Votes Cast



Given that Article 8.5 of the Regulations provides for revoking the power of proxy granted by a
shareholder but, in contrast, there is no provision in the Regulations for revoking votes, it
shall be understood that a shareholder’s validly cast vote, whether cast by mail or by electronic
means, shall be deemed to be irrevocable.






 









 







Notwithstanding the foregoing, if a supplement to the announcement of a shareholders meeting is
published and includes one or more additional items on the agenda, the shareholders who have
previously exercised their distance voting rights may do so again, thus revoking their previous
votes.”




Representation by Proxy



1. In view of the provisions of Article 1,710 of the Civil Code that provides that mandates must
be accepted either expressly or implicitly, it should be interpreted that voting rights delegated
by one shareholder to another must be expressly accepted by the latter by means of affixing his
original signature to the corresponding document, or by accepting the delegated vote personally
before the organizers of the Shareholders Meeting or presenting to the Company a notarized general
power of attorney granting authorization to administer all of the shareholder’s assets within
Spain, as provided in Article 8.1 of the Regulations.



2. In view of the literal terms of Article 15 c) of the Company Bylaws, the error in the
publication of Article 8.1 of the Regulations shall be corrected by replacing the word “principal”
with “proxy” at the beginning of the third sentence of the article. The article shall thus read as
follows:



Shareholders may vote by proxy, delegating their votes to another shareholder. Proxies shall be granted for a specific shareholders’ meeting. This requisite will not apply when the proxy holds a
general power of attorney set forth in a notarial instrument, granting him power to administer all
of the principal’s assets within Spain. Representation by proxy shall be indicated on the
attendance card or in a letter, in either case bearing an original signature.