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Overview of PRISA's Tender Offer for SOGECABLE Shares and Financial Implications

On November 2, 2005, PRISA announced a tender offer for 26,712,926 shares of SOGECABLE, representing 20% of its capital, at a price of 37 euros per share. This offer includes a 17.3% premium over the last closing price and a 22.4% premium over the past three months' average. PRISA plans to finance the offer entirely through debt, with a bridge facility underwritten by Citigroup. The acquisition is subject to regulatory approval and aims to enhance PRISA's stake in SOGECABLE to up to 44.5%, integrating it into its global financial framework.

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Overview of PRISA's Tender Offer for SOGECABLE Shares and Financial Implications

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  1. Market Information November 2, 2005

  2. TENDER OFFER OVER SOGECABLE TRANSACTION OVERVIEW • Offer concerns 26.712.926 shares representing 20% of SOGECABLE share capital • 37 euros per share offered: • 17.3% premium over 11/01/05 closing price • 22.4% premium over last 3 months average price • Payment in cash (€988 Million) Key Terms • Financing 100% with Debt • Bridge facility underwritten by Citigroup Financial issues • Offer conditional upon the acquisition by PRISA of a number of shares equal to 21,370,341 (16% of SOGECABLE share capital) • Offer to be authorized by CNMV, Ministry of Industry and competition authorities Additional considerations

  3. TRANSACTION OVERVIEW TENDER OFFER OVER SOGECABLE Transaction Rationale • Audiovisual: one of the main growth areas in PRISA • Supporting SOGECABLE project both in pay tv and free to air tv • Gaining scale: higher growth and profitability

  4. TRANSACTION OVERVIEW TENDER OFFER OVER SOGECABLE Impact on PRISA accounts • PRISA stake in SOGECABLE will reach up to 44.5% with a minimum of 40.5% • PRISA will integrate SOGECABLE in a global consolidated basis • PRISA Net Debt /EBITDA ratio in 2006: approx. 3.5x

  5. OFERTA PUBLICA DE ADQUISICIÓN DE SOGECABLE TENDER OFFER OVER SOGECABLE Higher operating growth Market consensus EBITDA Revenues * Excluding Media Capital

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