UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A ordinary shares, nominal value €0.10 per share (“Class A Shares”), of Promotora de Informaciones, S.A., a corporation (sociedad anónima) organized under the laws of Spain (the “Issuer”). The principal executive offices of the Issuer are located at Gran Vía, 32, 28013 Madrid, Spain.

ITEM 2. IDENTITY AND BACKGROUND

(a) - (c) and (f) This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Rucandio S.A., a corporation (sociedad anónima) organized under the laws of Spain (“Rucandio”), Timón, S.A., a corporation (sociedad anónima) organized under the laws of Spain (“Timón”), Promotora de Publicaciones, S.L., a limited liability company (sociedad limitada) organized under the laws of Spain (“Propu”), Asgard Inversiones, SLU, a limited liability company (sociedad limitada unipersonal) organized under the laws of Spain (“Asgard”) and Otnas Inversiones, S.L., a limited liability company (sociedad limitada) organized under the laws of Spain (“Otnas”). Each of Rucandio, Timón, Propu, Asgard and Otnas is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”. Rucandio is controlled by members of the Polanco Moreno family – see Schedule A.

The principal business address of the Reporting Persons is calle Méndez Núñez 17, Madrid, 28014, Spain.

The principal business of each of Rucandio, Timón, Propu and Asgard is capital investment. The principal business of Otnas is holding Class A Shares or Warrants (defined below) of the Issuer.

The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the board of directors of the Reporting Persons are listed on Schedule A hereto and are incorporated by reference.

(d) - (e) None of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons listed in Schedule A hereto, during the five years preceding the date of this Schedule 13D, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On January 3, 2012, Otnas exercised 75,000,000 warrants to subscribe for Class A Shares of the Issuer at €2.00 per Class A Share (each such warrant, a “Warrant”) using proceeds from a €150 million Term Facility Agreement dated October 21, 2011, by and among Banco Santander, S.A., Caixabank, S.A., Bankia, S.A. and HSBC Bank, PLC (collectively, the “Lenders”) and Otnas (the “Loan”).

The information set forth in Item 4 is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

Rucandio (directly and indirectly through the other Reporting Persons other than Otnas) was the controlling shareholder of the Issuer prior to November 3, 2010, the date on which the Issuer registered its (a) American Depositary Shares, each representing four Class A Shares, (b) Class A Shares, (c) American Depositary Shares, each representing four Class B convertible non-voting shares and (d) Class B convertible non-voting shares, nominal value €0.10 per share, under the Exchange Act, and as a result, pursuant to Section 13(g) and Rule 13d-1(d) of the Exchange Act, the Reporting Persons became beneficial owners of more than five percent of an equity security of a class registered pursuant to Section 12 of the Exchange Act.

The Issuer registered its shares under the Exchange Act in connection with the consummation of the Issuer’s business combination with Liberty Acquisition Holdings Corp. and its affiliate (“Liberty”), which transaction was completed on November 29, 2010.

In connection with the consummation of the business combination with Liberty, the Issuer determined to grant certain Warrants to existing shareholders of the Issuer. Pursuant to an extraordinary general shareholders’ meeting of the Issuer held

on November 27, 2010, the Issuer resolved, among other things, to issue to holders of record as of such date 1.1 Warrants for each Class A Share held by such holder, and each Warrant would be exercisable at any time by the holder for one Class A Share at an exercise price of €2.00 per Warrant, and would expire 3.5 years after issuance. After giving effect to such issuance of Warrants on December 1, 2010, Rucandio held, indirectly through its subsidiaries, an aggregate of 171,016,663 Warrants.

The business combination agreement with Liberty was one of several actions taken by the Issuer as part of an overall capital restructuring plan.

In order to facilitate the re-financing of certain indebtedness of the Issuer (“Refinancing”), on October 22, 2011, Timón, Propu and Asgard (collectively, “Grupo Timón”) entered into an investment and partners’ agreement (the “Investment and Partners’ Agreement”) with Berggruen Acquisition Holdings S.à.r.l., a Luxembourg limited liability company (société à responsabilité limitée) (“BAH”) and Mr. Martin Franklin (Mr. Franklin, together with BAH, the “Investors”) to make certain contributions of Class A Shares and Warrants to Otnas. Subsequently, through the exercise of 75,000,000 Warrants on January 3, 2012, Grupo Timón and the Investors, through Otnas, contributed an aggregate of €150 million to the share capital of the Issuer. In connection with the Refinancing: (a) Grupo Timón contributed 18,000,000 Class A Shares and 37,500,000 Warrants to Otnas, (b) each of the Investors acquired 18,750,000 Warrants from Grupo Timón (37,500,000 Warrants in the aggregate) at a price of €0.10 per Warrant, in each case paid with an unsecured, non-recourse promissory note of such Investor, and contributed such Warrants to Otnas and (c) Otnas exercised the 75,000,000 Warrants that it received from Grupo Timón and the Investors for 75,000,000 Class A Shares with proceeds that it received under the Loan.

As security for repayment of the Loan, Otnas, Grupo Timón, BH Stores IV B.V., a limited liability company organized under the laws of The Netherlands, and Mr. Franklin, pledged 93,000,000 Class A Shares, 6,603,489 Class A Shares, 3,599,136 Class A Shares in the form of American Depositary Shares (equivalent to 14,396,544 Class A shares) and 10,174,937 Class A Shares, respectively, to the Lenders.

The Board of Directors of Otnas consists of five directors, three appointed by Grupo Timón, one appointed by BAH and one appointed by Mr. Franklin. All decisions made by the Board of Directors of Otnas relating to the voting of the Issuer’s Class A Shares at any general shareholders meeting of the Issuer must be adopted by a majority of the Board of Directors of Otnas.

As a result of the Investment and Partners’ Agreement, pursuant to Rule 13d-5(b)(1) under the Exchange Act, Rucandio, Grupo Timón and Otnas may be deemed to be acting as a “group” with BAH and Mr. Franklin with respect to the Issuer’s Class A Shares held by Otnas (and such “group” deemed to beneficially own all securities of the Issuer beneficially owned by group members); however the Reporting Persons disclaim beneficial ownership of any securities of the Issuer owned by BAH or Mr. Franklin. Beneficial ownership of securities of the Issuer by BAH and Mr. Franklin (and their affiliates) may be determined by reference to their separate statements on Schedule 13D, as amended from time to time.

Rucandio could be deemed under Rule 13d-3 under the Exchange Act to beneficially own 45.8% of the Issuer’s total voting power (see Item 13 of the cover page for Rucandio and accompanying note). As a result of this holding and certain supermajority provisions in the Issuer’s by-laws, the Reporting Persons are currently able to exercise significant influence over the Issuer.

Notwithstanding the foregoing, the Reporting Persons may determine to change their intent with respect to their ownership interest in the Issuer at any time in the future. In reaching any conclusion as to any future course of action, the Reporting Persons may take into consideration various factors, such as the Issuer’s condition, business, operations, assets, liabilities and prospects, other developments concerning the Issuer and the industry in which it operates, changes or potential changes in laws and regulations, other business opportunities available to the Reporting Persons, developments with respect to the businesses of the Reporting Persons, tax considerations, and general economic and other market conditions, including, but not limited to, market price of the Issuer’s securities. Subject to applicable law and contractual undertakings, the Reporting Persons reserve the right, based on all relevant factors, alone or in conjunction with others, including the Issuer, (a) to acquire additional securities of the Issuer in the open market, in privately negotiated transactions or in affiliate transactions with or from the Issuer or the Issuer’s subsidiaries, (b) to dispose of all or a portion of their holdings of the Class A Shares, Warrants or other securities, (c) to undertake an extraordinary corporate transaction such as a merger, consolidation, other business combination or reorganization involving the Issuer, or (d) to take any other action similar to those listed above.

Other than as described in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D under the Exchange Act. However, the Reporting Persons reserve the right to change their intention with respect to any or all of the matters referred to in this Item 4, which could include, but is not limited to, any of the items enumerated in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) As of the date hereof, Rucandio may be deemed to beneficially own an aggregate of 268,101,700 Class A Shares (consisting of 221,591,841 Class A Shares beneficially owned by Timón, Propu, Asgard, Rucandio Inversiones Sicav, S.A., a corporation (sociedad anónima) organized under the laws of Spain (“Rucandio Inversiones”) and Otnas and 46,509,859 Warrants convertible at any time at the option of the holder into a like number of Class A Shares), representing 45.8% of all outstanding Class A Shares (based on a total of 538,730,102 Class A Shares outstanding as of March 13, 2012 as represented by the Issuer in its Current Report on Form 6-K filed with the Securities and Exchange Commission on March 16, 2012, and assuming the conversion of the 46,509,859 Warrants beneficially owned by Timón, Propu, Asgard and Rucandio Inversiones, but without including any Warrants held by any other persons). See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Class A Shares (including Warrants) beneficially owned by each of the Reporting Persons. Rucandio is controlled by members of the Polanco Moreno family – see Schedule A.

As of the date hereof:

Rucandio does not hold of record any Class A Shares or Warrants to purchase Class A Shares. Rucandio may be deemed to be the beneficial owner of the Class A Shares and Warrants held by Timón, Propu, Asgard, Rucandio Inversiones and Otnas. In addition, 25,588,522 Class A Shares of the Issuer are held directly by 27 Propu quotaholders. On December 22, 2011, Propu initiated a plan to allow Propu quotaholders to substitute such Propu quotaholders’ indirect stake in the Issuer (through Propu) for direct ownership of Class A Shares of the Issuer. Propu quotaholders who opted to acquire direct ownership of Class A Shares of the Issuer entered into a shareholders agreement dated December 22, 2012 with Propu, Timón and Asgard (the “Shareholders Agreement of Certain Propu Quotaholders”), which among other things, provides for certain voting arrangements until September 30, 2014 with respect to such Class A Shares of the Issuer, and provides for certain restrictions and limitations on the transferability of such Class A Shares of the Issuer. See Exhibit 3, incorporated herein by reference. Such Propu quotaholders also individually own an aggregate of 42,933,738 Warrants, but each such Propu quotaholder is free to exercise or transfer its Warrants at its own discretion. Upon an exercise of such Warrants, such Propu quotaholder may voluntarily include under the Shareholders Agreement of Certain Propu Quotaholders the Class A Shares subscribed as a result of the exercise of Warrants. As a result of the Shareholders Agreement of Certain Propu Quotaholders, Rucandio may be deemed the indirect beneficial owner of such Class A Shares of the Issuer owned directly by such Propu quotaholders. As a result of the Shareholders Agreement of Certain Propu Quotaholders, pursuant to Rule 13d-5(b)(1) under the Exchange Act, Rucandio, Timón, Propu and Asgard may be deemed to be acting as a “group” with such Propu quotaholders with respect to Class A Shares of the Issuer owned by such Propu quotaholders that are subject to the Shareholders Agreement of Certain Propu Quotaholders (and such “group” deemed to beneficially own all securities of the Issuer beneficially owned by group members); however the Reporting Persons disclaim beneficial ownership of any Issuer securities owned by such Propu quotaholders not subject to the Shareholders Agreement of Certain Propu Quotaholders.

Timón holds of record 7,928,140 Class A Shares and 8,720,954 Warrants to purchase Class A Shares. In addition, Timón may be deemed to be the beneficial owner of the Class A Shares and Warrants held by Propu, Asgard and Otnas and the Class A Shares held by the Propu quotaholders referenced above.

Propu holds of record 77,248,921 Class A Shares and 27,947,974 Warrants to purchase Class A Shares. In addition, Propu may be deemed to be the beneficial owner of the Class A Shares held by the Propu quotaholders referenced above.

Asgard holds of record 17,487,164 Class A Shares and 9,467,928 Warrants to purchase Class A Shares. Asgard may be deemed to be the beneficial owner of the Class A Shares held by Otnas. In addition, Asgard may be deemed to be the beneficial owner of the Class A Shares held by the Propu quotaholders referenced above.

Rucandio Inversiones holds of record 339,094 Class A Shares and 373,003 Warrants to purchase Class A Shares.

Otnas holds of record 93,000,000 Class A Shares and does not hold any Warrants to purchase Class A Shares.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Class A Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

(c) The information set forth in Item 4 of this Statement is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth in Items 4 and 5 of this Statement are incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of April 17, 2012 that the information set forth in this statement is true, complete and correct.

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF RUCANDIO S.A.

The following persons are the directors and executive officers of Rucandio S.A as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors of Rucandio S.A. Rucandio S.A. has no executive officers. Each individual identified has his or her business address at c/o Rucandio S.A., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Rucandio S.A.

DIRECTORS AND EXECUTIVE OFFICERS OF TIMÓN, S.A.

The following persons are the directors and executive officers of Timón, S.A. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Timón, S.A. Each individual identified has his or her business address at c/o Timón, S.A. calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Timón, S.A.

DIRECTORS AND EXECUTIVE OFFICERS OF PROMOTORA DE PUBLICACIONES, S.L.

The following persons are the directors and executive officers of Promotora de Publicaciones, S.L. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Promotora de Publicaciones, S.L. Each individual identified has his or her business address at c/o Promotora de Publicaciones, S.L., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Promotora de Publicaciones, S.L.

DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD INVERSIONES, SLU

The following persons are the directors and executive officers of Asgard Inversiones, SLU as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors of Asgard Inversiones, SLU. Asgard Inversiones, SLU has no executive officers. Each individual identified has his or her business address at c/o Asgard Inversiones, SLU, calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Asgard Inversiones, SLU.

DIRECTORS AND EXECUTIVE OFFICERS OF OTNAS INVERSIONES, S.L.

The following persons are the directors and executive officers of Otnas Inversiones, S.L. as of the date of this Schedule 13D. The following table sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of Otnas Inversiones, S.L. The business address for Jonathan Franklin is c/o Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY 10580, USA. The business address for Antonius Theodorus Trentelman is Berggruen Holdings, Inc., c/o IMS Benelux Holding Coöperatieve U.A., Markt 6, 4112 JS Beusichem, The Netherlands. Each other individual identified has his or her business address at c/o Otnas Inversiones, S.L., calle Méndez Núñez 17, Madrid, 28014, Spain and, unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with Otnas Inversiones, S.L.

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to Class A ordinary shares, nominal value €0.10 per share, of Promotora de Informaciones, S.A. and that this agreement may be included as an exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto insofar as it relates to such party’s obligation under Section 13(d) of the Exchange Act, and for the accuracy and completeness of the information concerning such party contained therein (it being understood that that no party is responsible for the accuracy or completeness of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate). Each party hereto shall be entitled to file, separately from the other parties hereto, any amendments to the information concerning such party that it shall deem necessary or desirable.

This agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 17^th day of April, 2012.

Exhibit 2

INVESTMENT AND PARTNERS’ AGREEMENT

among

TIMÓN, S.A.

PROMOTORA DE PUBLICACIONES, S.L.

ASGARD INVERSIONES, S.L.U.

BERGGRUEN ACQUISITION HOLDINGS S.À R.L.

and

MR. MARTIN FRANKLIN

[***]

5. PAYMENT AND DISTRIBUTION PROCEEDS

5.1 Until such time as the Company Financing shall be repaid in full:

(a) The Company shall not sell any Class A Prisa Shares or Warrants held by the Company except in those cases and in the relevant proportions required under the Company Financing.

(b) To the extent the Financial Entities shall exercise their rights pursuant to the Company Financing to foreclose on any of the Timón Prisa Class A Shares, the Pledged Prisa Securities or the Class A Prisa Shares subscribed by the Company under the Contribution to the Capital of Prisa included in the Company Collateral:

III. SHAREHOLDERS’ AGREEMENT

10. GOVERNANCE OF THE COMPANY

10.1 General Shareholders’ Meeting

(a) Calls for meetings

(i) The ordinary General Shareholders’ Meeting shall be held at least once per year within the six months following the close of the financial year. Extraordinary General Shareholders’ Meetings shall be held at any time when called by the Board at the request of any of the Partners of the Company.

(ii) The Board shall in any event convene the General Shareholders’ Meeting where so requested by one or more Partners representing at least 5% of share capital. Any such request shall include the items to be debated at the General Shareholders’ Meeting. In such a case, the General Shareholders’ Meeting shall be called for a date falling within 20 calendar days from the date on which the Board Members receive the notarised request to hold the same. The agenda for the meeting shall necessarily include the issues set forth in the request for the meeting.

(iii) Each of the Partners shall be individually notified of any calls for the General Shareholders’ Meeting by any means, providing evidence of receipt at the address set out in the Company’s Register of Partners from time to time (including by e-mail, fax, letter or certified letter).

(iv) A period of at least 15 calendar days must exist between the call for the General Shareholders’ Meeting and the date on which the same is to be held.

(v) Notwithstanding the above, no prior call shall be required and the General Shareholders’ Meeting shall be validly constituted, provided all of the share capital is present or duly represented, and the Partners, present or duly represented, unanimously agree to hold the meeting and the agenda for the same.

(b) Venue

The General Shareholders’ Meeting shall be held at the venue indicated in the call, which shall be at any venue in Spain or abroad. If no venue is indicated in the call for the General Shareholders’ Meeting, the same shall be held by default at the Company’s registered address.

(c) Right of attendance and representation by proxy

(i) The holders of Quotas duly registered in the Register of Partners may attend the General Shareholders’ Meeting, as well as the holders of any shares acquired prior to the meeting, where such acquisitions are duly reported to the Company and made in compliance with this Agreement.

(ii) The Partners may delegate representation at each General Shareholders’ Meeting to any person, whether or not the same is a Partner. The Partners may attend meetings assisted by those advisers that each of the same may consider appropriate, subject to a limit of two advisers per Partner.

(d) Adoption of resolutions

(i) Corporate resolutions shall be adopted by a majority of the votes validly issued, provided they represent more than half of the votes conferred by the voting Quotas into which the share capital is divided, unless the Spanish Companies Law requires a qualified majority or the terms of paragraph (ii) below apply.

(ii) The votes in favour of at least eighty six percent [86%] of the votes conferred by the Quotas into which the Company’s share capital is divided shall be required to adopt any of the following resolutions (Key Shareholder Decisions):

(A) creation or modification of special classes or series of shares;

(B) any change to the Company’s corporate purpose;

(C) amendment of the By-Laws;

(D) any repurchase by the Company of its own Quotas;

(E) any decrease or increase in the share capital of the Company, save if necessary to cure a mandatory winding up event;

(F) transformation, merger, spin-off, reactivation, dissolution, liquidation, assignment of all or substantially all of the assets and liabilities or declaration of insolvency by the Company, unless the adoption of any such resolutions is required by law; and

(G) to exclude any of the Partners; to authorise the members of the Board to conduct the same, similar or complementary activities to those comprising the Company’s corporate purpose, either on their own behalf or on behalf of third parties.

The 86% percentage in this Section 10.1 (d) (ii) will be increased up to a percentage which requires the favourable vote of, at least, one of the Investors for the adoption of the resolutions mentioned in this Section 10.1 (d) (ii), and all in case that due to the adjustment mentioned in Sections 3.3 (c), 3.5 and 4.2 of this agreement, the percentage that Grupo Timón finally holds on Closing increases over the percentages included in Section 3.4.

10.2 Board of directors

(a) Management body

The Company shall be managed by a Board of Directors, which shall be competent in all matters referring to the management and administration of the Company, and shall have the power to represent the same subject to the provisions of this Agreement.

(b) Membership of the board of directors

The Board shall be formed by five members, who shall be appointed as follows:

(i) three of the Board Members shall be appointed at the proposal of Grupo Timón; and

(ii) two Board Members shall be appointed at the proposal of the Investors (one each).

(c) Board offices

(i) The Board shall appoint a Chairman and a Secretary. The latter office may be held by a person who is not a Board Member. The offices of Chairman and Secretary shall be appointed at the proposal of Grupo Timón.

(ii) The Partners hereby undertake to hold a universal General Shareholders’ Meeting immediately after the Investors enter the Company’s share capital in accordance with Clause 3 above, and a meeting of the new Board, in order, inter alia, to appoint the following members to the Company’s Board:

(d) Requirements for appointment

It shall not be necessary to be a Partner for appointment to a seat on the Board.

(e) Dismissal and termination of Board Members

(i) Where a Director resigns, is terminated or otherwise leaves office, the Partner who proposed the appointment shall be entitled to propose a new Board Member to fill the vacancy, and the remaining Partners shall be obliged to attend any General Shareholders’ Meeting called for that purpose and vote in favour of that proposal.

(ii) The Partners shall at all times have the right to replace any Board Members appointed at their proposal. For these purposes, the Partners undertake to attend any General Shareholders’ Meeting called for that purpose and exercise their voting rights as necessary to ensure termination and the subsequent appointment of the Board Members in question.

(f) Board meetings

(i) The Board shall meet on a quarterly basis.

(ii) The Board shall be convened by the Chairman, either on his/her own initiative or at the request of any of the Board Members. If the Chairman fails to convene a meeting of the Board within a period of seven days of being requested so to do by any other Board Member, the Member concerned shall have the power to convene the Board personally.

(iii) Calls for meetings of the Board shall be notified in writing, including the agenda for the meeting in sufficient detail. The written call for each meeting shall be sent to each Board Member at the address held by the Company’s legal office or, in default thereof, at the address recorded in the Companies Register, by any means providing evidence of receipt at least seven days in advance of the planned date for the meeting (including by e-mail, fax, letter and certified letter).

In urgent cases, calls for meetings may be made on 48 hours’ notice. The formalities for calls referred to above shall apply in these cases also.

Agreements or resolutions may also be adopted in writing without a meeting so long as the writing is signed by all Board Members.

(g) Quorum

The Board shall be validly convened, if notice has been provided as specified above, when half plus two of the Board Members are present or represented by proxy, which is to say when a minimum of four Board Members are present or represented at the meeting, for the matters contemplated in paragraph (h)(ii) below. For other matters, the Board shall be validly convened, if notice has been provided as specified above, when half plus one of the Board Members are present or represented by proxy, which is to say when a minimum of three Board Members are present or represented at the meeting. The Board Members may attend meetings assisted by those advisers which each of the same may consider appropriate, subject to a limit of two advisers per Board Member.

(h) Adoption of resolutions

(i) The decisions of the Board shall be adopted by absolute majority of the Board Members present.

(ii) By way of exception to the above rule, the adoption of the resolutions indicated below shall require the votes in favour of four Board Members:

(A) change or move of the Company’s registered or business address outside the municipal bounds of Madrid;

(B) engaging in any activities whatsoever other than the consummation of the Company Financing and the holding or disposition of Prisa Class A Shares or Warrants in accordance with this Agreement and the Company Financing;

(C) acquisitions or disposals of any assets of the Company, including shares of Prisa and/or unexercised Warrants and/or pre-emptive subscription rights over the shares of Prisa, except such as may be linked to, or required under, this Agreement or the Company Financing;

(D) the formalisation of contracts of any kind (including labour contracts) other than agreements to manage and hold Class A Prisa Shares and/or unexercised Warrants, in each case as contemplated by this Agreement and the Company Financing;

(E) firing any employees or officers of the Company or authorising the creation of any subsidiaries of the Company;

(F) any refinancing or replacement of the Company Financing or any material amendment to, or modification of, the Company Financing;

(G) incurrence of any liability or obligation other than under this Agreement or in connection with the Company Financing;

(H) initiating, defending or settling any litigation or arbitration proceedings;

(I) approval of any transfer of Quotas of the Company;

(J) making any accounting or tax election that would have an adverse impact on any Partner; notwithstanding the foregoing, nothing in this Agreement shall prevent the Company from being included in Grupo Timón tax consolidation group; and

(K) granting of powers of attorney to perform any of the actions above.

(iii) For the avoidance of doubt, the Partners hereby agree that any decision at Board level of the Company in relation to the sense of the vote of the Company in any general shareholders’ meeting of Prisa shall be adopted by absolute majority of the Board Members.

(i) Remuneration of Board Members.

The office of Board Member shall not be remunerated.

(j) Compliance with this Agreement.

The Partners hereby undertake, insofar as may be legally possible, to ensure that the Board Members appointed by them at all times comply with the terms of this Agreement. Any Board Member who fails to comply with this Agreement shall be immediately dismissed and replaced by a new Board Member, who shall be appointed by the appropriate Partner in each case.

10.3 Company Taxes

The Company shall be responsible for any and all taxes that it may incur in connection with its activities, including, without limitation, the exercise of the Warrants and the disposition of the Class A Prisa Shares. No Partner shall be responsible for making any contributions or otherwise with respect to taxes payable by the Company.

Notwithstanding the above, any taxes due by the Company arising from the fact that the Timón Class A Prisa Shares has a tax cost for the Company lower than two euros and ten cents (2.1€), shall be deemed to be borne by Grupo Timón alone, for the purposes of the liquidation of the Company under Clause 5.2. of this Agreement.

11. TRANSFER OF QUOTAS

11.1 Prohibition to transfer the Quotas of the Company

No Partner shall, directly or indirectly, transfer or dispose of Quotas or rights over the same or the Pledged Prisa Securites until such time as the Company shall have been liquidated and dissolved, and any and all Class A Prisa Shares and Warrants held by it shall have been disposed of or distributed pursuant to Clause 5; provided, that if the Financial Entities shall release the Pledged Prisa Securities, then this Clause 11.1 shall no longer apply to such Pledged Prisa Securities.

11.2 Mandatory transfer

The Partners hereby expressly agree to waive all and any preferential rights to acquire Quotas in the event of execution of the financial pledges made, where appropriate, to the Financial Entities in connection with the Company Financing.

IV. MISCELLANEOUS

12. TERM

12.1 The term of this Agreement shall commence upon the date of formalisation, and it shall remain in force until the Company shall be dissolved and liquidated pursuant to Clause 5.2; provide that if the Transaction shall not have occurred by the Long Stop Date, then this Agreement shall terminate in accordance with Clause 6.

12.2 The Partner concerned shall cease to have any rights or obligations under this Agreement as soon as the same ceases to hold any Quotas, except with regard to any clauses that may expressly remain in force. Notwithstanding the foregoing, it is hereby agreed that this Clause 12.2 shall not affect the rights and obligations of the Partners in relation to any breach of this Agreement that may have occurred prior to the date at which the Partner concerned ceased to hold any Quotas.

13. GENERAL PROVISIONS

13.1 The Partners hereby undertake to formalise and comply with public deeds, instruments, guarantees and other acts, to exercise all powers and rights conferred upon the same, including the right to call meetings, to grant waivers and consents, and to approve agreements as necessary to ensure that the Partners, the Board Members appointed at their proposal and the Company duly perform the terms of this Agreement.

13.2 In accordance with Clause 2.3 above, the Partners hereby agree that the terms of this Agreement shall prevail in the event of any conflict between the By-Laws and this Agreement, and undertake to exercise all of the powers and rights available to them to amend the By-Laws as necessary to permit the regulation of the Company and its activities in accordance with the terms and conditions of this Agreement.

13.3 None of the clauses or terms of this Agreement shall be construed in such a way as to establish an association between or among the Partners, or in such a way that one Partner would be the agent of any other.

14. PUBLIC DISCLOSURE

14.1 This Agreement constitutes a shareholders’ agreement pursuant to article 530 of the Spanish Companies Law.

14.2 The Partners undertake:

(a) immediately to notify Prisa and the CNMV of the formalisation of this Agreement on the Long Stop Date, attaching to such notice the clauses concerning the exercise of voting rights at General Shareholders’ Meetings and those affecting the free transferability of the Quotas, for publication as a relevant event; and

(b) to proceed to file this Agreement with the Mercantile Registry of Madrid.

16. SUNDRY MATTERS

16.1 Any notice or communication issued pursuant to this Agreement shall be made in writing and may be delivered by hand or sent by registered mail or by fax to the Partner concerned to the address or fax number provided above.

16.2 The provisions contained in each of the clauses of this Agreement shall apply independently of other clauses and shall not be affected if any other clause is found to be invalid. If any of the clauses is void but would be valid if a part of the provisions contained therein were removed, the clause in question shall be applied with the necessary modifications for it to be valid.

16.3 Unless otherwise established herein, none of the rights and obligations arising from this Agreement shall be assigned or transferred without the prior written consent of all of the Partners.

16.4 This Agreement and the instruments referred to herein contain the whole of the agreement between the Partners in connection with the transaction concerned, and the Agreement and related instruments replace all of the previous agreements made by the Partners in relation to the said transaction and, in particular, the terms and conditions signed on September 2011.

16.5 Unless otherwise established herein or otherwise specifically agreed by the Partners in writing after the date of this Agreement, each of the Partners shall be liable for the costs and expenses incurred in the services contracted by the same in connection with the formalisation of this Agreement and the review and negotiation of the terms of the Company Financing.

16.6 Grupo Timón shall be liable for one-half (50%), Mr. Franklin shall be liable for one-quarter (25%) and Berggruen shall be liable for one-quarter (25%) of the costs and expenses incurred by the Company in connection with the formalisation of this Agreement, the Company Financing and the operating expenses of the Company.

17. FORMALISATION IN A PUBLIC DEED

17.1 The Partners and the Company undertake to formalise this Agreement in a public deed on the Long Stop Date.

17.2 This Agreement is entered in both Spanish and English version. In the event of any discrepancy the Spanish version shall prevail.

18. APPLICABLE LAW AND ARBITRATION

18.1 Applicable Law.

All issues, questions or disputes arising in relation to the validity, interpretation, applicability, performance or termination of this Agreement shall be governed by and construed in accordance with the laws of Spain, and no law or regulation (whether Spanish, foreign or international) governing the choice of law or conflicts of law that could result in the application of the law of any jurisdiction outside Spain shall have any effect.

18.2 Arbitration.

The Partners hereby expressly waive the jurisdiction of any forum to which they may be entitled and agree, except where otherwise expressly indicated, that any issues, discrepancies, controversies or claims arising in connection with the execution, interpretation or performance of the Agreement shall be definitively heard, without the possibility of appeal, at arbitration in the International Court of Mediation and Arbitration in Madrid, in accordance with the By-Laws and internal regulations of the same, except where otherwise established in this Clause 18.2. Arbitration hearings shall take place in Madrid in English and in Spanish, and Spanish law shall apply.

Three arbitrators shall be appointed, one by the Investors, one by Grupo Timón and the third (who shall act as chairman) shall be appointed by mutual agreement of the arbitrators already appointed by Grupo Timón and the Investors.

The arbitrators shall decide on the questions concerned in the controversy, dispute, issue or claim in accordance with the law, at all times taking into consideration the clauses of this Agreement and the basic principles underlying the same.

The arbitration ruling shall be issued within a maximum period of three months as from the date on which the arbitrator appointed as chairman may accept appointment, and it shall include the calculation of the costs of the proceedings and their distribution among the Partners.

The Partners hereby accept and agree to be bound by the arbitration ruling and to facilitate execution of the ruling.

SCHEDULE 3

BY LAWS

TITLE I.- GENERAL DISPOSITIONS

ARTICLE 1.- REGULATION.

This company is called OTNAS INVERSIONES, Limited Liability Company, and is governed by these bylaws, by the Spanish Companies Law (Special Law) and by other legal dispositions which are applicable to it.

ARTICLE 2.- PURPOSE.

The corporate purpose is:

The acquisition and disposal of Class A common shares or warrants (as such term is defined below) of the Spanish Corporation Promotora de Informaciones S.A. (PRISA) and for the purposes envisaged in the Investment and Partners Agreement filed in the Mercantile Registry of Madrid.

Those activities for which the law may require special requisites that this company does not comply with, shall be excluded from the corporate purpose.

“Warrants” means any of the 241,043,628 warrants issued by PRISA in accordance with the securities note filed in the official register of the National Securities Commission, December 1, 2010.

ARTICLE 3.- DURATION.

The duration of the company shall be unlimited and it shall commence its business activities on the date of execution of the creation public deed. If the law required, for the commencement of any of the activities included in the previous article, an administrative license, the registration with a public registry or any other requirement, the company will not start with the specific activity until the condition required has been met according with the Spanish Companies Law.

ARTICLE 4.- REGISTERED OFFICE.

The company has its registered office in Madrid, calle Méndez Núñez, 17.

The managing body may establish, suppress or transfer as many branches, agencies or offices it considers appropriate, and transfer the registered address within the same municipality.

TITLE II.- CAPITAL AND QUOTA-SHARES

ARTICLE 5.- CAPITAL.

The Share capital is set at the amount of two million two hundred and eighty three thousand (2.283.000€) EUROS.

It is represented by two million two hundred and eighty three thousand (2.283.000) shares, each with a par value of one euro.

Of the above shares, a million five hundred thirty three thousand (1.533.000), numbered 1 through 1.533.000, both included, belong to Class A (the “Class A Quota-Shares”) and seven hundred fifty thousand (750.000), those numbered 1.533.001 through 2.283.000, both included, belong to Class B (the “Class B Quota-Shares”).

All of the quota-shares are fully subscribed and 100% paid-in.

ARTICLE 5BIS.- CLASSES OF QUOTA-SHARES

All of the quota-shares into which the capital is divided confer the same voting rights on quota-shareholders, in respect of one vote for each quota-share.

With respect to the economic rights, the following rights are established for each Class:

ARTICLE 6.- REGISTER OF QUOTA-SHAREHOLDERS.

The company shall keep a register of quota-shareholders which shall record the original ownership and successive voluntary or involuntary transfers of quota-shares, as well as the creation of rights in rem and other charges thereon; in each entry the identity and the domicile of the quota-shareholder and the rights and charges thereon shall be indicated. Any quota-shareholder can examine this book the keeping and custody of which are carried out by the managing body. The quota-shareholders and the owners of the charges or rights in rem on quota-shares, have the right to obtain a certification of the quota-shares and titles registered at their name; the quota-shareholders personal data may be modified by themselves without any effect towards the company until that moment.

ARTICLE 7.- TRANSFER OF QUOTA-SHARES.

According to the Spanish Companies Law, the quota-shares shall be non transferable inter-vivos voluntarily until five years have elapsed from the incorporation of the Company. Once this term has elapsed, the voluntary transfer inter vivos of the quota-shares will be subject to the rules and limitations of the Spanish Companies Law.

The compulsory or mortis-causa transfer of quota-shares, shall be subject to the rules and limitations established in the Spanish Companies Law.

ARTICLE 8.- USUFRUCT AND PLEDGE.

In case of usufruct and pledge of quota-shares, the right to vote shall be held by the owner of the quota-shares.

TITLE III.- CORPORATE BODIES

ARTICLE 9.- CORPORATE BODIES.

The company shall be governed by the quota-shareholders’ general meeting, and it shall be managed and represented by the managing body indicated by the same.

Section 1.- Quota –shareholders’ meeting

ARTICLE 10.- MAJORITY.

The company shall be governed by the will of the quota-shareholders expressed by majority. All the quota-shareholders, including those dissident and absent, are bound by the resolutions of the general meeting, notwithstanding the right to separate from the company when the law so requires.

A majority will be deemed to exist when, when the number of quota-shareholders voting in favor of a resolution represents more than a half of the corporate capital, except when the law or these Bylaws provide for a higher majority.

In this sense, in order to create or modify special classes or series of quota-shares change the corporate object, increase or reduce the capital (except those increases or reductions of capital necessary to cure the winding up event contemplated in article 363.1. e) of the Spanish Companies Law), purchase its own quota-shares, merge, transform, reactivate, spin-off, dissolve or liquidate the company (except those cases necessary to cure the winding up event contemplated in article 363 of the Spanish Companies Law), approve the assignment of all or substantially all of the assets and liabilities or declaration of insolvency by the Company, exclude quota-shareholders, delete the non competition prohibition for the directors, any amendment of the corporate bylaws or authorizing the directors the exercise of activities which have analogous or complementary object as those of the corporate object, it will be necessary to have quota-shareholders voting in favor that represent at least eighty six (86%) per cent of the capital.

In the event that the resolutions related to merge, transform, reactivate, spin-off, dissolve or liquidate the company, approve the assignment of all or substantially all of the assets and liabilities or declaration of insolvency by the Company, were imposed by law, in order for the corresponding resolution to be validly adopted it shall be necessary to have quota-shareholders voting in favor that represent at least two thirds of the capital.

To decide on the exercise of the corporate liability action against the directors, and to agree the end of the Company in cases where it is mandatory under the Act 363 of the Capital Companies Law, a majority of valid votes representing at least one third of the capital of the company will be enough.

ARTICLE 11.- CALL.

The majority shall be formed in the quota-shareholders general meeting called to that effect by the managing body (or liquidators, if any).

The meeting may be held anywhere in Spain or abroad.

The general meeting shall be called through registered letter, telegram, telefax or through any other electronic procedure which ensures the individual receipt of the notice by every one of the shareholders at the domicile indicated by them or lacking this, at the address recorded in the quota-shareholders register; there shall be a period of not less than fifteen days between the remittance of the last notice and the date on which the General Meeting is to be held, except in mergers or spin offs where the period shall be of not less than one month and in all other cases where the law requires a different term.- The notice of the meeting shall indicate the name of the company, the day, the time and the place where the general meeting will be held, the person who makes the communication, and the agenda which will duly clearly state the matters to be discussed and the other mentions required by law depending on the points on the agenda; if no place is mentioned, it will be deemed to have been called to be held at the registered office of the company. In the case of non-resident quota-shareholders, the notice will be sent at the Spanish address which shall been compulsorily recorded at the Quota-shareholders Register.

The managing body must call the general meeting within the first six months of each year, with the view to approving the corporate management, approving if appropriate, the financial statements of the previous financial year and deciding on the distribution of income or allocation of loss; if the meeting is not called any shareholder may file a petition to the Court of First Instance corresponding to the registered office.

Furthermore, the managing body shall call the general meeting when it deems appropriate and, necessarily, at the request of quota-shareholders representing at least five per cent of the capital, in this case, the meeting shall be called and held within twenty days following the date on which the notarial demand to make the call was served on the managing body –for the cases in which the law or these bylaws require a term of fifteen days to elapse between the call and the meeting- or within the two months following the date on which the notarial demand to make the call was served on the managing body –for the cases in which the law or these bylaws require a term of more than fifteen days to elapse between the call and the meeting-. If the meeting is not so called, the petitioner may file a request to the Court of First Instance corresponding to the registered office.

ARTICLE 12.- UNIVERSAL MEETING.

However, the quota-shareholders meeting shall be validly constituted to transact any business, without the need for a prior call, if all of the capital is present in person or by proxy and the attendees unanimously agree to hold a meeting and approve the meeting agenda. The Universal meeting may take place anyway in the national territory or abroad.

ARTICLE 13.- RIGHT TO ATTEND.

All the quota-shareholders are entitled to attend the general meetings.- Every quota-shareholder entitled to attend may be represented at the general meeting by another person even if he/she is not a quota-shareholder. If the representation is not granted by means of a public document, it shall be specific for each one of the meetings and it has to be always in writing.

ARTICLE 14.- CHAIRMAN OF THE QUOTA-SHAREHOLDERS’ MEETINGS.

The Chairman and the Secretary of the Board of Directors will act as Chairman and Secretary of the quota-shareholders’ meetings, and absent the former, the persons elected at the beginning of the meeting by the attending quota-shareholders shall act as Chairman and Secretary of the meeting.

The Chairman will manage the deliberations; each matter of the agenda has to be voted separately.

Minutes shall record the resolutions adopted and the attendance and shall be approved by the general meeting itself at the end of such meeting, or failing this, within fifteen days by the Chairman and two scrutinizers, one representing the majority and one the minority.

Section 2.- Managing body

ARTICLE 15.

The administration and representation of the company shall be entrusted by the general meeting to a board of directors that shall consist of five directors, all of them may not be shareholders, and they can be entities or not.

It is forbidden for persons who are subject to any of the grounds of incompatibility provided for in the legislation in force, particularly those provided in Law 14/1995 of April 21 of Madrid, to occupy or discharge posts in the company.

ARTICLE 16.

then, the favorable vote of four fifths of the members of the Board will be necessary.

In any event, for the adoption of corporate resolutions relating to the sense of the vote of the Company as shareholder of PRISA, the Board shall be deemed validly convened when half plus one (that is to say, three) Board members attend, and the resolutions will be adopted by absolute majority of the members of the Board.

The meetings of the board of directors, if any, shall be called with seven days prior notice, but if the person calling the meeting estimates that the matters are urgent, forty eight hours prior notice will be enough.

Meetings of the Board of Directors in writing and without a session will be possible if no director opposes to that.

ARTICLE 17.- DURATION.

The directors shall hold their office for an unlimited duration without prejudice to their removal at any moment even if the removal were not included in the meeting agenda.

ARTICLE 18.- REPRESENTATION.

The Board of Directors shall be entrusted the representation of the company, in court and out of court in the matter established in art. 243 of the Spanish Companies Law.

ARTICLE 19.- REMUNERATION.

The office of director of the company shall not be remunerated.

Without prejudice to the foregoing, if one of the directors rendered services in connection with the office for which he had been appointed or for professional tasks or for any other kind to the company, the remuneration received for such services will depend on the work performed according to the mercantile or labor common legislation.

ARTICLE 20.- NON COMPETE.

The directors may not engage, either for their own account or that of others, in any activity analogous or complementary to the activity constituting the corporate purpose, unless express authorization is granted by the quota-shareholders meeting.

ARTICLE 21.- MINUTES BOOK.

The company shall have a minutes book where at least all the resolutions adopted by the bodies of the company shall be recorded, indicating the information regarding the call of the general meeting and the convening of the body, a summary of the discussed matters, the discussions that have been asked to be recorded, the resolutions adopted and the result of the votes.

Any quota-shareholder or any person who attended the general meeting representing a quota-shareholder, may obtain at any moment a certificate of the resolutions adopted and of the minutes of the general meetings.

TITLE IV.- FISCAL YEAR

ARTICLE 22.- FISCAL YEAR.

The fiscal year shall be the calendar year and it will end on December 31.

ARTICLE 23.- ANNUAL ACCOUNTS.

The managing body is obliged to issue within the maximum term of three months reckoned after the closing of the fiscal year, the annual accounts, the management report, when obligatory, and the proposal for the distribution or allocation of profits or losses. The annual accounts shall include the balance sheet, the profit and loss account, the statement of changes in equity, the statement of changes in cash flow, the case may be, and the notes to the financial statements. They have to be drawn up clearly and they have to show the real image of the equity, financial situation and profit or loss of the company, according to the Spanish Companies Law, the Commercial Code and they must be signed by all the directors.

As of the date of the call of the general meeting, any quota-shareholder may obtain from the company for no charge, these documents as well as the auditor’s report, the case may be, this right being reminded at the calling of the meeting. The quota-shareholders that represent at least, five per cent of the capital shall have the right to examine the accounting records at the corporate domicile, assisted by an accounting expert.

ARTICLE 24.- DISTRIBUTION/ALLOCATION OF INCOME/LOSS.

The general meeting shall resolve on the distribution or allocation of the income or loss, complying with the legal provisions on reserves, provisions and amortization. The net income shall be distributed among the quota-shareholders in conformity with the provisions of these Bylaws.

TITLE V.- DISOLUTION AND LIQUIDATION

ARTICLE 25.- DISSOLUTION.

The company shall be dissolved for any of the causes defined in the Spanish Companies Law and once it has been decided upon, the liquidation period will be opened, the liquidation being conducted by the managing body.

ARTICLE 26.- INVENTORY AND FINAL BALANCE.

The liquidators will issue an inventory and a balance sheet closed as of the day on which the dissolution had been decided, within three months from the day the liquidation period was opened.

ARTICLE 27.- FINAL BALANCE SHEET.

Once the liquidation transactions have finalized, the liquidators shall submit to the approval of the general meeting a final balance sheet, a complete report on those transactions and a proposal for the distribution amongst the quota-shareholders of the outstanding assets shareholders in conformity with the provisions of these Bylaws and the Quota-Shareholders’ Agreement deposited with the Mercantile Register.

The liquidation quota shall be determined in line with the provisions of these Bylaws and the Quota-Shareholders’ Agreement deposited with the Mercantile Register and may not be settled without the prior payment to creditors of the amount of their financial claims or the deposit thereof with a credit institution in the municipality of the registered office.

ARTICLE 28.

The final balance and the list of quota-shareholders including their identities and the value of their respective liquidation quota shall be included in the liquidation public deed.

ARTICLE 29.

For all matters not provided for in these bylaws, the provisions of the Spanish Companies Law and other legislation in force on the matter, shall apply.

Exhibit 3

CONTRACT BETWEEN SHAREHOLDERS

OF THE COMPANY

PROMOTORA DE INFORMACIONES, S.A.

Madrid, 22 December 2011

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Contents

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CONTRACT BETWEEN SHAREHOLDERS

Formalized in Madrid on 22 December 2011

I. Parties

The one party:

PROMOTORA DE PUBLICACIONES, S.L., a trading corporation set up for an indefinite period of time under the name Promotora de Publicaciones, S.A., on 30 March 1973, in a deed executed before the Madrid Notary Mr. Ajejandro Bérgamo Llabrés, protocol number 1,428. This company is entered in the Madrid Companies Register, in Volume 3213 general, 1,428 special Section 3 of the Companies Book, sheet 108, page number 23336, 1^st entry. It was subsequently converted into a Private Limited Company in the deed executed before the Madrid Notary Mr. José Aristónico García on 19 May 1992, protocol number 2221. This was entered in the Madrid Companies Register, in volume 2809, sheet 53, section 8, page M-48392, 1^st entry. It was adapted to the provisions of the Private Limited Companies Law (Law 2/1995) in a deed formalized before the Madrid Notary Mr. José Aristónico García Sánchez on 20 April 1998, protocol number 1222. This was entered in the Madrid Companies Register, in volume 2809, sheet 197, section 8, page M-48392, 21^st entry……………………………… Hereinafter “Propu”.

The person appearing on its behalf is Mr. ADOLFO VALERO CASCANTE, of legal age, married, ……….

The other party:

TIMON, S.A., a Trading Company incorporated for an indefinite period of time, formed in the deed formalized before the Notary of Madrid Mr. Alejandro Bérgamo Llabrés on 3 January 1973, protocol number 20. It is entered in the Madrid Companies Register, in volume 3,096 general, 2393 ……….

The person appearing on its behalf is Mr. Ignacio Polanco Moreno, …….

The other party:

ASGARD INVERSIONES S.L.U., a trading corporation set up for an indefinite period of time as a Private Limited Company, under the name LACOTERA DESARROLLO, S.L., in deed no. 26 executed before the Madrid Notary Mr. Federico Garayalde Niño on 8 November 2000. It is entered in the Madrid Companies Register, in Volume 16,122, sheet 146, section 8, page M-273062, dated 30 January 2011, 1^st entry. Its company name was changed to its current name in a deed executed before the Madrid Notary Mr. José Aristónico García Sánchez on 13 January 2004, protocol number 44, recorded as entry no. 6 on the page corresponding to the company. Its Tax Identification Code is ……………

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The person appearing on its behalf is Mr. Adolfo Valero Cascante, of legal age, married, with ……….

The other party:

LIBERTAS 7 S.A., a trading corporation set up for an indefinite period of time, formed in …….

The person appearing on its behalf is Ms. Elsa Andrés Sanchís, of legal age, a …. national……

The other party:

INVERSIONES MENDOZA SOLANO, S.L., a trading corporation set up for an indefinite period of time, formed in a deed executed on 24 July 2001 before the Madrid Notary Mr. Antonio Crespo Monerri, protocol number 3,286, which was rectified in a deed formalized before the same Notary on 28 September 2001, protocol number 3,807. It is entered in the Madrid Companies Register, in volume 16,850, sheet 19, section 8, page no. 287990. Its corporate domicile is in Majadahonda, Madrid, Carretera El Plantío a Majadahonda 62, and its Tax Identification Code is ….

The persons appearing on its behalf are Mr. Ramón Luis Mendoza Solano, of legal age, married, whose domicile for these purposes is …… Madrid, and Mr. Luis Mendoza Solano, of legal age, married and resident in Madrid ….

The other party:

ASESORAMIENTO BRUCH, S.L., a trading corporation formed for an indefinite period of time, ……

The person appearing on its behalf is Mr. Adolfo Valero Cascante, of legal age, married, with ….

The other party:

EDICIONES MONTE ANETO, S.L. a trading corporation set up for …….

The person appearing on its behalf is Mr. Gregorio Marañón Bertrán de Lis, of legal age, ….

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The other party:

JUAN LUIS CEBRIÁN ECHARRI, of legal age, married, resident in Madrid, ….

The other party:

Ms. MARTA VARELA ENTRECANALES, of legal age, a Spanish national ….

The person appearing on her behalf is Mr. Adolfo Valero Cascante, of legal age, married, …

The other party:

ANA VARELA ENTRECANALES, of legal age, a Spanish national ….

The other party:

Mr. ANDRÉS VARELA ENTRECANALES, of legal age, a Spanish national ….

The person appearing on his behalf is Mr. Adolfo Valero Cascante, of legal age, married, …

The other party:

Ms. ISABEL VARELA ENTRECANALES, of legal age, a Spanish national ….

The other party:

Ms. MARÍA CRUZ VARELA ENTRECANALES, of legal age, a …….national ….

The other party:

Mr. MANUEL JOSÉ VARELA ENTRECANALES, of legal age, unmarried, who is resident in ….

The other party:

Mr. MANUEL VARELA UÑA, of legal age, a Spanish national, divorced, …….…

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The other party:

Ms. BELÉN CEBRIÁN ECHARRI, of legal age, a widow, domiciled for these purposes in …

The other party:

Mr. RAFAEL CEBRIÁN ARANDA, of legal age, unmarried, domiciled for these purposes in …

The other party:

Ms. REBECA CEBRIÁN TORALLAS, of legal age, unmarried, domiciled for these purposes in …

The other party:

Ms. ELISA ESCRIÑA DE SALAS, of legal age, a widow, domiciled in Madrid, Calle …….

The person appearing on her behalf is Mr. Adolfo Valero Cascante, of legal age, married, ….

The other party:

Ms. ELISA GARCÍA-AÑOVEROS ESCRIÑA, of legal age, married, domiciled in …….

The other party:

Ms. PALOMA GARCÍA-AÑOVEROS ESCRIÑA, of legal age, married, domiciled in ……

The other party:

Mr. JOSE BUENAVENTURA TERCEIRO LOMBA, of legal age, married, domiciled in ….

The other party:

Mr. JESÚS DE LA SERNA Y GUTIÉRREZ REPIDE, of legal age, married under the ….

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The other party:

Ms. MARÍA DEL MAR CORTÉS BOHIGAS, of legal age, married under the ….

The other party:

Mr. JOSE MARÍA ARANAZ CORTEZO, of legal age, married, whose domicile for ….

All of the parties and Propu shall be referred to jointly as the “Members”, any individual one of them being referred to separately as a “Member”, or as “Syndicated shareholders” or a “Syndicated shareholder”, respectively.

II. Declarations

I. On 21 May 1992, the initial participation-holders of Propu signed a participation-holders’ agreement under which (i) such participation-holders contributed the shares held by them in the company Promotora de Informaciones, S.A. (hereinafter the “Company” or “Prisa”) to Propu, and (ii) which regulated their relations as participation-holders of Propu, and indirectly as shareholders of the Company (the “Participation-holders’ Agreement”). Other participation-holders have subsequently joined Propu. They have all signed the Participation-holders’ Agreement, and the entire capital of Propu is therefore bound by the terms of the Participation-holders’ Agreement.

II. That the descendants of Mr. Jesús Polanco Gutiérrez and other members of the Polanco family who signed the participation-holders’ agreement which was communicated to the National Securities Market Commission (NSMC) on 14 August 2007 are, through Rucandio, the ultimate controlling participation-holders of Propu, and therefore of the Company, pursuant to the definition established in the legislation governing Public Takeover Bids (the “Control”).

III. That the Propu Board of Directors has been preparing the so-called “Reversion Plan”, the purpose of which is to replace the indirect ownership of stakes in the share capital of Prisa, corresponding to those shareholders who request such replacement, with a direct holding in its capital, without altering the Control. To this end, the Extraordinary General Meeting of Propu held on 22 July 2011 resolved to acquire the participations of the Propu participation-holders who request such action, handing over to them in exchange shares and warrants in the Company, in the proportions corresponding to them based on their percentage stakes in the capital of Propu, with the Control being maintained uninterruptedly (the “Reversion Plan”).

IV. In the aforementioned General Meeting, the Propu participation-holders who are to exchange their participations in Propu for shares and warrants in Prisa were identified, with such participation-holders declaring their intention to maintain the syndication agreement with those Propu participation-holders who are to remain as such and therefore shall not be exchanging their participations in such company. All those participation-holders who have

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expressed their wish to remain bound shall sign the Contract prior to execution of the exchange of participations in Propu for shares and warrants in the Company, so that they come to be classed as Syndicated Shareholders.

V. The wish of the Members is that the legal relations established by virtue of the Participation-holders’ Agreement should be adapted – without any alteration to their essential nature – to the fact that their interests in the Company come to be owned directly, rather than indirectly through Propu, as had been the case to date; for this reason, they have agreed upon the execution, in conjunction with Propu, of this contract.

In the light of the above, the Parties agree to sign this contract between shareholders (the “Agreement”) which shall be subject to the following

III. Clauses

1. Object and Suspensive Condition

1.1. The object of this Agreement is:

(i) the syndication of the votes of certain of the Company’s shareholders, and the formalisation of certain commitments to remain as shareholders of the Company, in such a way that – for the period of time established in the Agreement at least – there is guaranteed unity in the exercising of voting rights by the subscribing shareholders; and

(ii) to regulate the actions of the shareholders by which the Agreement is signed – i.e. of the Syndicated Shareholders – ensuring that they act in unity and consensus, thus guaranteeing that a common, stable voting policy is maintained within the Company.

1.2. The effectiveness of this Agreement shall be conditional upon actual execution – entire or partial – of the exchange of participations in Propu for shares and warrants in Prisa, as agreed in the General Participation-holders’ Meeting of Propu held on 22 July 2011; it shall therefore come into force, in the same single act, with the execution of the first deed formalizing the acquisition of Propu participations in exchange for Prisa shares and warrants, as envisaged in the said General Meeting.

2. Configuration of the Syndicate

2.1. Company shares

Each of the Members shall be the holder, at the time of the transfer of the Prisa shares in accordance with the resolutions of the Propu General Meeting held on 22 July 2011, of the company Shares indicated in Appendix 2.1.A. Similarly, the Members are the owners, other than by virtue of a reduction of capital, of the shares and warrants indicated in Appendix 2.1.B. The shares described in Tables A and B of Appendix 2.1., together with any shares which the Members may include in the Syndicate in the future, shall be referred to hereinafter as the “Syndicated Shares”). Some Members are the direct or indirect owners of other Prisa shares which are not mentioned in Appendices 2.1.A. and 2.1.B, and which are therefore not included in the Syndicate and, accordingly, shall not be regarded as Syndicated Shares for the purposes of this Agreement.

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Initially, the Syndicated Shares shall comprise a total of 148,520,746 shares in the Company, which is equivalent, at the date on which this Agreement is signed, to 17.5171% of its share capital and to 32.4248% of voting rights in the Company, according to the breakdown which is provided in Appendix 2.1.

The Members, by means of this Agreement, syndicate and group together the voting rights and other political rights inherent in their respective Syndicated Shares, in such a way that these rights are exercised in a concerted manner, in the way decided by a syndicate in accordance with the terms of this Agreement (the “Syndicate”).

The members of the Syndicate undertake, definitively and irrevocably, to vote in the way agreed upon by the Syndicate in accordance with the stipulations of clauses 5.2 and 5.3.

All matters which, for any reason or on any grounds, are included in the Agenda of General Meetings shall be subject to common agreement.

2.2. Warrants in the Company

The Members are also the titleholders of warrants in the Company, for the amounts indicated, respectively, in Appendix 2.1.A.

The Members are free to exercise or transfer their warrants in the Company at the time and in the manner which they consider fitting, and may voluntarily include under the Agreement the Company shares subscribed as a result of the exercising of warrants.

3. Duration of the Syndicate

3.1. This Agreement shall remain in force up to 30 September 2014 and shall be extendible by successive periods of three (3) years for all those Members who do not communicate in writing - at least six (6) months in advance of the expiry date of the initial term or of the respective extensions to it - their wish to withdraw from it.

4. Domicile of the Syndicate

4.1 The domicile of the Syndicate shall be that of the shareholder with the largest proportional stake in it. The initial domicile of the Syndicate is therefore established as being Calle Méndez Nuñez 17, 28014 Madrid.

5. Bodies within the Syndicate. Composition and Functions. Presidency of the Syndicate.

5.1. The following bodies shall exist within the Syndicate:

(i) the Assembly of Syndicated Shareholders; and

(ii) the Assembly Management Board.

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5.2 The Syndicate Assembly:

The competence of the Syndicate Assembly shall extend to the following matters:

(i) Agreement as to the way in which the votes corresponding to the Syndicated Shares should be cast at the Company’s General Meeting in respect of those matters on which an opinion is to be expressed, and matters submitted to it for consideration by the Management Board, without prejudice to the exception envisaged in Clause 5.3 below which is to apply in situations of urgency.

(ii) The dismissal and appointment of Members of the Management Board and of its President.

(iii) The expression of its opinion in relation to possible defaults on this Agreement and, where appropriate, on the application of the penalty clause established.

(iv) The acceptance of new Members of the Syndicate, without prejudice to the provisions of Clause 9 below.

The Assembly is to be called by the Management Board, following a proposal made by the President, when it is necessary to submit to the Assembly any questions falling within the scope of its competence. In addition, the Management Board shall be required to call an Assembly of the Syndicate when a request to this effect is made by Syndicate Members representing at least five per cent (5%) of the Syndicated Shares.

The Assembly is to be called by means of individual letters sent to each of the Syndicate Members at the domiciles which they have indicated, as reflected in Appendix 2.1 of the Agreement.

The rules to be applied in determining the attendance quorum and the majorities required for the passing of resolutions by the Syndicate shall be the same as those applicable to a private limited company, pursuant to the currently applicable Capital Corporations Law, as worded at the date of this Agreement.

The number of votes corresponding to each Syndicate Member shall be equal to the number of Syndicated Shares each one owns, either directly or indirectly, at the date on which the Assembly is held; votes must be cast unanimously and in the same way for all Syndicated Shares held, either directly or indirectly.

The Management Board shall be required to propose to the Assembly the way in which the Syndicate is to vote, as resolved upon by such Board, and the Assembly must express its agreement or disagreement with such proposal.

Resolutions passed by the Assembly shall be binding for all Syndicate members, including those who voted against the resolution and those who did not attend the meetings.

The President and Secretary of the Management Board shall act as President and Secretary of the Assembly.

5.3 The Syndicate Management Board

The Management Board is to be made up of 10 members, which must be Syndicated shareholders or members of the administrative bodies of Syndicated Shareholders when these are legal entities. The Management Board shall appoint a Secretary who need not necessarily

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be a Management Board member; if he/she is not a Management Board member, he/she shall be entitled to speak at meetings of such Board, but not to vote. The Management Board shall reflect the composition of the Syndicate, in such a way that the controlling shareholders, as described in Declaration II, insofar as they hold a majority of voting rights in the Assembly, shall appoint a majority of the Management Board members.

Initially, the Membership of the Management Board shall be as follows:

The functions of the Management Board shall be as follows:

(i) To decide upon the proposal to be submitted in each case to the Assembly regarding the way in which the Syndicate is to vote at the Company’s General Meeting.

(ii) To decide upon the way in which the Syndicate is to vote at the Company’s General Meeting in those cases in which, for reasons of urgency or other reasons, it is not possible, or is not considered appropriate, to submit the matter in question to be resolved upon by the Syndicate Assembly. In each specific case, it shall be up to the President of the Management Board to decide whether there is sufficient reason not to submit the matter in question to be decided upon by the Assembly.

(iii) To ensure that the terms of this Agreement are adhered to, particularly in relation to the syndication of voting rights, as envisaged herein.

(iv) To call meetings of the Syndicate Assembly.

(v) To make recommendations and provide information to the Syndicate Assembly regarding all matters submitted to it for consideration.

(vi) To control and manage the mechanisms in place to restrict the transfer of Syndicated Shares.

(vii) To receive communications from the Syndicated Shareholders informing it of any circumstance which may affect their participation in the Syndicate Assembly (a change of domicile, the inclusion of new Shares under this Agreement, the sale or exercising of warrants, etc.).

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(viii) To receive advice from lawyers or other external professionals whenever they consider this appropriate.

(ix) To appoint and dismiss the Secretary of the Management Board.

(x) To authorize the inclusion within the Syndicate of new shares, in accordance with the stipulations of Clause 9.2.

(xi) To update Appendix 2.1 to this Agreement to reflect the Members which, at each given moment in time, form part of the Syndicate and the number of Syndicated Shares.

(xii) Any other matters submitted or entrusted to it by the Syndicate Assembly.

(xiii) To determine and control the Syndicate’s expenses and costs, which are to be charged on to the Members in proportion to their respective stakes. The Syndicate’s expenses and costs shall be restricted to those which are reasonably considered necessary for the smooth running of the Syndicate and of interest for its Members.

The President of the Management Board shall act, in turn, as President of the Syndicate and shall at all times represent the Syndicated Shares vis-à-vis the Company.

The President shall be required to call a meeting of the Management Board whenever he/she considers this advisable, and whenever (i) a General Meeting of the Company has been called or (ii) when a request to this effect is presented by at least two members of the Management Board. It shall also be up to the President to propose to the Management Board the way in which the Syndicate is to vote at the Company’s General Meeting.

The Management Board shall be considered validly assembled when the meeting is attended - either in person or through representation by another Management Board member - by half plus one of its members, and its resolutions shall be required to be passed by an absolute majority of members attending. In the event of a tie in voting, the President shall have the casting vote.

Appointments as member of the Management Board shall have a duration of three years, extendible by successive three (3) year periods for as long as this Agreement remains in force.

6. Members of the Syndicate who in turn are Directors of the Company

6.1. The presence and actions of Syndicate Members in the Company’s administrative body are considered compatible and consistent with the aims and principles on which the Syndicate is based. Syndicate Members who in turn are directors of the Company shall perform the functions of their office in accordance with currently applicable legal provisions and shall ensure that their actions are concordant with the Company’s internal rules, codes and regulations.

7. Representation and voting at the Company’s General Meeting

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7.1. All Syndicate Members shall be under the obligation to exercise unanimously the voting rights corresponding to the Syndicated Shares. In this connection, the Syndicated Shareholders accept the following terms:

(i) That the representation of the Syndicate at the Company’s General Meeting, for the purpose of casting votes and exercising voting rights, shall correspond to the President of the Syndicate’s Management Board, the Syndicated Shareholders undertaking to formalise specific powers of attorney for each of such Meetings when a resolution to this effect has been passed by the Syndicate Assembly. This obligation shall apply to all the Syndicated Shareholders, irrespective of whether they voted in favour or against the motion or abstained or did not participate in the Syndicate Assembly, as if the decision had not been subjected to voting by the Assembly in accordance with the provisions of Clause 5.3 of the Agreement.

(ii) In cases in which the Syndicate Assembly resolves that it is not appropriate to grant special powers to the President of the Management Board to represent the Members at the Company’s General Meeting, they agree that all the votes corresponding to the Syndicated Shares shall be cast in General Meetings unanimously and, specifically, in the manner resolved upon by the Syndicate in accordance with the provisions of Clause 5 above.

7.2. For the purposes envisaged in Clause 7.1(i), in the event that the President is unable, temporarily or provisionally, to attend the Company’s General Meeting, he/she shall be replaced by the Member designated in each case by the President; in the event of the President having designated no replacement, he/she shall be replaced by Mr. Adolfo Valero Cascante.

8. Restrictions on the transferability of the Syndicated Shares listed in Table A of Appendix 2.1.

8.1. As Members of the Syndicate, the holders of the Syndicated Shares listed in Table A of Appendix 2.1. undertake to maintain ownership of them for as long as they continue to form part of the Syndicate.

8.2. The transfer in inter vivos transactions - whether gratuitous or for valuable consideration - of the Syndicated Shares listed in Table A of Appendix 2.1. shall be unrestricted only in the following cases:

(i) transfers made to spouses, ascendants or descendent relatives of the Member;

(ii) transfers made to an investee company which is more than 50% owned by at least one Syndicated Member; and

(iii) transfers made to companies of the same group as the transferring Member or to ultimate beneficiaries of the Syndicated Shares which control (within the meaning of Article 42 of the Code of Commerce) the transferring Member at the date on which this Agreement is signed, or which acquire such control in the future as envisaged in this Clause 8.2;

provided that, in each case: (a) the transfer is notified to the Management Board both beforehand and subsequently and (b) the acquirer, either prior to the acquisition of the shares or in simultaneity with it, subscribes this Agreement, expressly and in writing.

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8.3 The mortis causa transfer of the Syndicated Shares listed in Table A of Appendix 2.1. shall be unrestricted only if the heirs or beneficiaries subscribe to this Agreement, expressly and in writing.

8.4 Similarly, in the event of dissolution of any of the legal entities by which this document is signed, the persons who succeed to the ownership of the Syndicated Shares shall be subject to this commitment in the same terms.

8.5 The above notwithstanding, Members of the Syndicate who transfer any shares in the Company which they own shall be under the obligation to notify the acquirers of the existence of this document, so that such acquirers – whether in inter vivos or mortis causa transactions – subscribe to this Agreement.

8.6 Without prejudice to the provisions of Clauses 8.1 to 8.3 above, Propu shall be authorized to transfer its shares in the Company at any point in time during the term of this Agreement. However, in the event of Propu deciding to sell securities in the Company held by it or which may come to be held by it, the Syndicate acknowledges indefinitely and irrevocably the right of current and future Members who subscribe or may come to subscribe this document, to opt to sell their securities in that same transaction, to the same buyers, at the same price, and under the same conditions. Should such a situation arise, Propu shall issue a formally certified notification to the members of the Syndicate at least 30 calendar days prior to the date set for the purchase/sale, specifying the name and address of the buyers, the price, and other terms of the operation.

9. Inclusion in the Syndicate of Prisa shares

The shareholders of Propu who subscribe to the Reversion Plan may, at any time up to (or on) the date on which the exchange of their Propu participations for shares and warrants in the Company is executed, subscribe this Agreement in order to continue syndicating, either wholly or in part, the shares in the Company which they receive, thus maintaining their link with the group in Control of Prisa. Their subscription of this Agreement is to be formalized through the signing of a declaration in the terms envisaged in Appendix 9.1 of this Agreement. Such declaration is to be sent to the Syndicate’s domicile within the aforementioned period.

9.2 Similarly, the Syndicate Members may, subject to notification and authorization by the Management Board, include under this Agreement shares in the Company of which they are already the holders but which are not classed as Syndicated Shares for the purposes of this Agreement, or which they may acquire at any point in time, either through the exercising of the warrants they have acquired as a result of the execution of the Reversion Plan or by any other means. They shall be required, for this purpose, to sign a declaration in the terms envisaged in Appendix 9.2 of this Resolution and to send such declaration to the Syndicate’s domicile.

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10. Registration and communication of Prisa shares

10.1 In order to determine and communicate to the Comisión Nacional del Mercado de Valores (National Securities Market Commission) (the “NSMC”) the percentage of voting rights purportedly attributable to the controlling shareholders, as described in Declaration II in application of the provisions of the legislation on public takeover bids (the “Attributable Holding”), the Syndicate Members shall be required to communicate to the Syndicate at the time of signing this Agreement (i) their holding, both direct and indirect, in the share capital of Prisa and (ii) the voting rights attributed to them, either because such rights correspond to them directly, or because they belong to companies of their group or to directors of companies of their group appointed by such group, or because any of the situations envisaged in this respect in Article 5 of the Royal Decree on Public Takeover Bids is applicable. This information, together with the contract subscribed, is to be sent to the CNMV and to Prisa immediately after the signing of the contract.

10.2 In order to keep updated the information on the Attributable Holding, the following information and communication regime for Syndicate Members is established:

a) Periodic information: Within a period of 15 days counted as from the end of each calendar quarter, the Syndicate Members shall be required to communicate to the Syndicate any change which may have taken place in their direct or indirect holding in Prisa, and the voting rights in Prisa which are attributed to them in accordance with the provisions of the preceding section. Non-communication shall be interpreted as confirmation by the Member in question that there has been no change in his/her/its holding in Prisa and in the voting rights attributed to him/her/it.

b) Information on operations based on amount: In addition, the Syndicate Members shall be required to communicate to the Syndicate at the earliest possible opportunity modifications in their holdings and voting rights attributed to them, in accordance with the above provisions, which imply an increase or decrease of 0.3% to voting rights in Prisa in relation to their previous holding. The increase or decrease is to be calculated in absolute terms, i.e. discounting transfers from acquisitions and/or vice versa.

10.3 The Syndicate shall keep a Register of Syndicate Members in which it shall record (i) the ownership of Syndicated Shares, (ii) where appropriate, their encumbrance with any real rights or charges and (iii) the rights in Prisa , both syndicated and not syndicated, which are attributed to the Syndicate Members, so that it is possible to ascertain at any given moment in time the Attributable Holding. This information shall be at the disposal of the Prisa controlling shareholders so that they can comply with all their reporting obligations vis-à-vis the CNMV, in their capacity as such, and so that they can respond to any information requests made by such Commission in respect of the Attributable Holding or other matters.

10.4 The Syndicate shall be required to inform the CNMV, with the frequency established in Clause 10.2, of any variations that there may be to the number of Syndicated Shares and voting rights in Prisa which are to be attributed to the controlling shareholders.

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11. Penalty Clause

11.1 In the event of default by any of the Syndicate Members on any of the obligations envisaged herein, the other Members, in the terms envisaged in section 5 above, shall be able to demand that the defaulting party pay a charge by way of contractual penalty, which shall not be in lieu of compensation for damages; the defaulting party may be required, cumulatively, both to fulfil the obligation and to pay the penalty. The holdings corresponding to the defaulting Member shall not be computed when determining the quorum required for the Assembly nor when calculating the majority required for the passing of resolutions by it.

11.2 The aforementioned penalty shall consist, at the election of the Syndicate, of: (i) the payment of an amount equal to ten per cent (10%) of the average weighted listed price of the Company’s shares over the last 20 sessions preceding the date on which the Assembly which establishes the existence of the default takes place, multiplied by the number of Syndicated Shares held by the defaulting Member when he/she/it committed the default which has given rise to the imposition of the penalty; or (ii) an amount of 100,000 € for each default.

12.1 The Syndicate Members shall be under the obligation to pay such expenses as may, following approval by the Management Board pursuant to section 5.2(xi) above, be charged to them by such Board. In the event of failure to pay these expenses, the amount owed shall accrue interest at the legal interest rate, and in the event of three (3) months elapsing as from the date on which the payment should have been made, the Syndicated Shareholder shall loose his/her/ its voting right at the Syndicate Assembly, although all his/her/its other obligations under the Agreement shall remain in force.

13. Communication to the CNMV

This Agreement is to be communicated to the Comisión Nacional del Mercado de Valores (“CNMV”), published as a “significant event”, and filed with the Companies Registry in accordance with the provisions of Article 519 of the Capital Corporations Law.

14. Applicable law

14.1 This Agreement shall be subject to Spanish law.

15. Resolution of disputes/arbitration

15.1 The Members agree that any litigation, dispute, question or claim resulting from the performance or interpretation of this Agreement or relating to it, either directly or indirectly, shall be definitively resolved through arbitration by the Civil and Mercantile Arbitration Court (CMAC), to which the administration of the arbitration procedure and the appointment of the arbitrators is entrusted, in accordance with such Court’s Regulations and Statutes. The Members undertake to accept and to abide by the arbitrators’ decision.

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15.2 The Members expressly waive their own codes of law and agree that any dispute which cannot, under applicable legislation, be resolved by the Members, or is excluded from arbitration or subject to restrictions in this respect, and which therefore cannot be regulated by this arbitration clause, shall be referred to the courts and tribunals of the City of Madrid, Spain.

LIST OF APPENDICES

Appendix 2.1A List of Members and Syndicated Shares

Appendix 2.1B Securities obtained other than under the Framework Agreement

Appendix 9.1 Standard declaration of subscription to the Agreement

Appendix 9.2 Standard declaration of inclusion of shares

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Appendix 2.1 A

LIST OF MEMBERS AND SYNDICATED SHARES

Appendix 2.1 B

OTHER SYNDICATED SHARES

Share capital/ in Prisa at 14/02/12: 92.286.152,40 €

Voting rights in Prisa at 14/02/12: 538.726.736

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APPENDIX 9.1

DECLARATION OF SUBSCRIPTION TO THE AGREEMENT

[name or company name of the Propu participation-holder who adheres to the Agreement] (the “Participation-holder”), [Alternative A: of legal age, [marital status]¹, of [*] nationality, domiciled in [*] and with National Identification Document no. [*] / Alternative B: a company formed in accordance with [    ] legislation, entered in [    ], domiciled in [*] and with Tax Identification Number / Foreign Resident Identification no. [*], represented by Mr./Ms. [*], with National Identification Document / passport no. [*], [details of power of attorney]

DECLARES

1. That the Participation-holder (i) is, or has been up to the date on which this declaration is signed, a participation-holder of Promotora de Publicaciones, S.L., (ii) has adhered to the Reversion Plan described in declaration VI of the contract between Shareholders (the “Contract between Shareholders”) of Promotora de Informaciones, S.A. the (“Company”) and (iii) that by virtue of the Reversion Plan, he/she/it is to acquire the shares and warrants in the Company which are described below:

2. That the Participation-holder has reviewed the Contract between Shareholders, is aware of all the terms and conditions of such Contract, and meets all the requirements established in it to be able to sign the Contract between Shareholders and syndicate the Shares in the terms envisaged in it.

3. That the Participation-holder wishes to subscribe the Contract between Shareholders and to syndicate [all / [*]] of its Shares (the “Participation-holder’s Syndicated Shares), and to this end he/she/it

AFFIRMS

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1. That he/she/it subscribes, unconditionally, fully, definitively and irrevocably the Contract between Shareholders, syndicating the Syndicated Shares of the Participation-holder in the terms envisaged in it.

II. That he/she/it gives as his/her/its domicile to be used for notification purposes, in relation to the Contract between Shareholders and the Syndicate, the following address: [*]

In witness whereof this declaration of adherence is signed in [*] on [*][*] 2011.

(Participation-holder’s signature)

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APPENDIX 9.2

DECLARATION OF INCLUSION OF SHARES

[name or company name of the Propu participation-holder who adheres to the Agreement] (the “Member”), [Alternative A: of legal age, [marital status]², of [*] nationality, domiciled in [*] and with National Identification Document no. [*] / Alternative B: a company formed in accordance with [    ] legislation, entered in [    ], domiciled in [*] and with Tax Identification Number / Foreign Resident Identification number [*], represented by Mr./Ms. [*], with National Identification Document / passport no. [*], [details of power of attorney]

DECLARES

1. That the Member, on [*], signed the contract between shareholders (the “Contract between Shareholders”) of Promotora de Informaciones, S.A. (the “Company”).

2. That it is the owner of [*] shares in the Company [deposited in securities account no. [*] corresponding to the entity [*]] (the “Shares”).

3. That in accordance with the provisions of Clause 9.2 of the Contract between Shareholders’, the Member wishes to include [the Shares / [*] of the total Shares held] (the “New Syndicated Shares”) in the Syndicate envisaged in the Contract between Shareholders; and to this end he/she/it

AFFIRMS

I. That, subject to authorization by the Management Board, he/she/it subscribes, fully, definitively, and irrevocably, the Contract between Shareholders, syndicating the New Shares syndicated and assuming in respect of such Shares the obligations envisaged in the Contract between Shareholders in relation to the Syndicated Shares.

II. That he/she/it requests that the Syndicate Management Board authorize the adherence requested above, and if it gives its authorization, that it enter the Shares in the Register of Syndicated Shareholders.

In witness whereof, this declaration of adherence is signed in [*] on [*][*] 2011.

[Shareholder’s signature]

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