8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2010 (May 7, 2010)

LIBERTY ACQUISITION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-33862	26-0490500
(Commission File Number)	(IRS Employer Identification Number)

1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 380-2230

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

     ON MAY 7, 2010, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION DESCRIBED IN THIS REPORT (THE “BUSINESS COMBINATION”), PROMOTORA DE INFORMACIONES, S.A. (“PRISA”) FILED A REGISTRATION STATEMENT ON FORM F-4 (THE “REGISTRATION STATEMENT”) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) THAT INCLUDES A PRELIMINARY PROXY STATEMENT OF LIBERTY ACQUISITION HOLDINGS CORP. (“LIBERTY”) FOR THE PROPOSED BUSINESS COMBINATION AND PROPOSED WARRANT AMENDMENT THAT WILL ALSO CONSTITUTE A PROSPECTUS OF PRISA. LIBERTY INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT/PROSPECTUS FOR THE PROPOSED BUSINESS COMBINATION AND PROPOSED WARRANT AMENDMENT TO ITS STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED BUSINESS COMBINATION. LIBERTY STOCKHOLDERS AND WARRANTHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING LIBERTY, PRISA, THE PROPOSED BUSINESS COMBINATION, THE PROPOSED WARRANT AMENDMENT AND RELATED MATTERS.

     STOCKHOLDERS AND WARRANTHOLDERS MAY OBTAIN A COPY OF THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY LIBERTY OR PRISA WITH THE SEC, FREE OF CHARGE, AT THE SEC’S WEBSITE (WWW.SEC.GOV) OR BY SENDING A REQUEST TO LIBERTY, 1114 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NEW YORK 10036, OR BY CALLING LIBERTY AT (212) 380-2230. PRISA WILL ALSO FILE CERTAIN DOCUMENTS WITH THE SPANISH COMISIÓN NACIONAL DEL MERCADO DE VALORES (THE “CNMV”) IN CONNECTION WITH ITS SHAREHOLDERS’ MEETING TO BE HELD IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE AVAILABLE ON THE CNMV’S WEBSITE AT WWW.CNMV.ES.

     LIBERTY AND ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM LIBERTY’S STOCKHOLDERS IN RESPECT OF THE PROPOSED BUSINESS COMBINATION AND FROM THE WARRANTHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED WARRANT AMENDMENT. INFORMATION REGARDING THE OFFICERS AND DIRECTORS OF LIBERTY IS AVAILABLE IN LIBERTY’S PRELIMINARY PROXY STATEMENT CONTAINED IN THE REGISTRATION STATEMENT, WHICH HAS BEEN FILED WITH THE SEC. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH POTENTIAL PARTICIPANTS IS ALSO INCLUDED IN THE REGISTRATION STATEMENT (AND WILL BE INCLUDED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS) AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC.

     PRISA AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND FROM THE WARRANTHOLDERS OF LIBERTY IN CONNECTION WITH THE PROPOSED WARRANT AMENDMENT. INFORMATION REGARDING THE INTERESTS OF THESE DIRECTORS AND EXECUTIVE OFFICERS IN THE BUSINESS COMBINATION IS INCLUDED IN THE REGISTRATION STATEMENT (AND WILL BE INCLUDED IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS).

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     THIS REPORT MAY INCLUDE “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS “ANTICIPATE”, “BELIEVE”, “EXPECT”, “ESTIMATE”, “PLAN”, “OUTLOOK”, AND “PROJECT” AND OTHER SIMILAR EXPRESSIONS THAT PREDICT OR INDICATE FUTURE EVENTS OR TRENDS OR THAT ARE NOT STATEMENTS OF HISTORICAL MATTERS. READERS ARE CAUTIONED THAT SUCH FORWARD LOOKING STATEMENTS WITH RESPECT TO REVENUES, EARNINGS, PERFORMANCE, STRATEGIES, PROSPECTS AND OTHER ASPECTS OF THE BUSINESSES OF PRISA, LIBERTY AND THE COMBINED GROUP AFTER COMPLETION OF THE PROPOSED BUSINESS COMBINATION ARE BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (1) THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE BUSINESS COMBINATION AGREEMENT BETWEEN PRISA AND LIBERTY; (2) THE OUTCOME OF ANY LEGAL PROCEEDINGS THAT MAY BE INSTITUTED AGAINST PRISA AND OTHERS FOLLOWING ANNOUNCEMENT OF THE BUSINESS COMBINATION AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREIN; (3) THE INABILITY TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT DUE TO THE FAILURE TO OBTAIN LIBERTY STOCKHOLDER APPROVAL, LIBERTY WARRANTHOLDER APPROVAL OR PRISA SHAREHOLDER APPROVAL; (4) DELAYS IN OBTAINING, ADVERSE CONDITIONS CONTAINED IN, OR THE INABILITY TO OBTAIN NECESSARY REGULATORY APPROVALS REQUIRED TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT; (5) THE RISK THAT THE PROPOSED TRANSACTION DISRUPTS CURRENT PLANS AND OPERATIONS AS A RESULT OF THE ANNOUNCEMENT AND CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN; (6) THE ABILITY TO RECOGNIZE THE ANTICIPATED BENEFITS OF THE COMBINATION OF PRISA AND LIBERTY; (7) COSTS RELATED TO THE PROPOSED BUSINESS COMBINATION; (8) THE LIMITED LIQUIDITY AND TRADING OF LIBERTY’S SECURITIES; (9) CHANGES IN APPLICABLE LAWS OR REGULATIONS; (10) THE POSSIBILITY THAT PRISA MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS, AND/OR COMPETITIVE FACTORS; AND (11) OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN PRISA’S OR LIBERTY’S FILINGS WITH THE SEC.

     READERS ARE REFERRED TO LIBERTY’S MOST RECENT REPORTS FILED WITH THE SEC, INCLUDING ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND LIBERTY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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Item 1.01. Entry into a Material Definitive Agreement.

General

     On May 7, 2010, Promotora de Informaciones, S.A. (“Prisa”) and Liberty Acquisition Holdings Corp. (“Liberty”) entered into Amendment No. 3 (the “Amendment”) to the Business Combination Agreement, dated as of March 5, 2010, between Prisa and Liberty, as amended by Amendment No. 1 dated as of March 15, 2010 and Amendment No. 2 dated as of April 5, 2010 (as so amended, the “Business Combination Agreement”). Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation and wholly-owned subsidiary of Liberty (“Liberty Virginia”), also entered into the Amendment and became a party to the Business Combination Agreement.

     After giving effect to the terms of the Amendment, upon consummation of the proposed business combination (the “Business Combination”) contemplated by the Business Combination Agreement, Liberty would become a wholly-owned subsidiary of Prisa and the stockholders and warrantholders of Liberty would become the holders of approximately 58.2% of the outstanding shares of capital stock of Prisa on a fully-diluted basis, assuming (i) no redemptions of Liberty shares and (ii) no shares of Prisa Class A ordinary shares are sold in the Prisa rights offering described below. At the closing of the Business Combination, Liberty’s stockholders and warrantholders would own approximately 41.8% of the outstanding ordinary shares of Prisa, without giving effect to the potential conversion of the convertible non-voting shares of Prisa, subject to the same assumptions described in the previous sentence. The shares of capital stock of Prisa to be issued to Liberty’s stockholders and warrantholders will be represented by American Depositary Shares which are expected to be listed for trading on the New York Stock Exchange.

     The Business Combination Agreement provides that at the closing of the Business Combination, Liberty will merge with and into Liberty Virginia, with Liberty Virginia surviving the merger (the “Reincorporation Merger”) and the stockholders and warrantholders of Liberty becoming stockholders and warrantholders of Liberty Virginia. Immediately following such merger, Liberty Virginia will effect a statutory share exchange (the “Share Exchange”) with Prisa under the Virginia Stock Corporation Act and the Spanish Corporation Law of 1989, as amended, pursuant to which Liberty Virginia will become a wholly-owned subsidiary of Prisa and the stockholders and warrantholders of Liberty Virginia will receive the consideration described below.

Amendments to the Terms of the Business Combination Agreement

     The following is a summary of the material terms of the Amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

     Consideration to Be Received in the Transaction

     The Amendment provides that, as a result of the Business Combination, each share of Liberty Virginia common stock will be exchanged for:

• 1.173388 newly created Prisa Class A ordinary shares (the “Ordinary Share Consideration”); and

• 0.563056 newly created Prisa Class B convertible non-voting shares (the “Convertible Non-Voting Share Consideration”, and together with the Ordinary Share Consideration, the “Per Share Consideration”).

     The Ordinary Share Consideration and the Convertible Non-Voting Share Consideration will be issued in the form of separate Prisa American Depositary Shares (“ADSs”) representing the Prisa Class A

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ordinary shares and the Prisa Class B convertible non-voting shares. The Prisa Class A ordinary shares will have the same rights as the existing ordinary shares of Prisa, subject to amendments to Prisa’s by-laws to be made in connection with the Business Combination.

     The Amendment further provides that in no event will Prisa be required to issue any portion of the aggregate Per Share Consideration and Warrant Consideration (as defined below) if the issuance would cause Prisa’s existing controlling shareholder group to hold, directly or indirectly, less than 30% of Prisa’s Class A ordinary shares on a fully diluted basis, after giving pro forma effect to the various share issuances and redemptions contemplated in connection with the Business Combination. Not later than the tenth business day prior to the record date to be established for the Liberty special meeting of stockholders to be held in connection with the Business Combination, Liberty and Prisa will agree upon a mechanism to ensure that the foregoing 30% threshold will be satisfied, applying the principle that any such mechanism will not reduce the value of the Per Share Consideration below $11.26 or the Warrant Consideration below $2.15 (in each case, assuming a value per Prisa Class B convertible non-voting share of €7.331378, a value per Prisa ordinary share of €3.518 and a dollar to euro exchange rate of 1.364).

     The Amendment also revises the terms of the new Prisa Class B convertible non-voting shares to be issued in the Business Combination to Liberty stockholders and warrantholders. The Prisa Class B convertible non-voting shares will be non-voting and will have an initial stated value of €7.331378 per share, which stated value may be increased as described below. The Prisa Class B convertible non-voting shares will be entitled to receive a minimum annual dividend in an amount equal to 7% of the then-current stated value, payable only if there are distributable profits of Prisa, on a non-consolidated basis. Accordingly, no dividend will be payable in any year if there are no distributable profits with respect to the prior year. In addition, unpaid dividends will not accumulate from year to year. On the fifth anniversary of the issue date, the 7% annual dividend will increase by 0.25%, and by an additional 0.25% every three months thereafter, up to a maximum dividend of 9% per annum. If payable, Prisa may elect to pay the annual dividend either in cash or by increasing the then-current stated value of the Prisa Class B convertible non-voting shares by the amount of such dividend.

     Prior to the second anniversary of the issue date, each Prisa Class B convertible non-voting share will be convertible at the option of Prisa into Prisa Class A ordinary shares at a fixed conversion rate obtained by dividing the then-current stated value at the time of conversion of such Prisa Class B convertible non-voting share by a conversion price of €3.75 per Prisa Class A ordinary share (the “conversion rate”) if, during the 20 consecutive trading days on the Spanish Continuous Market Exchange (Sistema de Interconexión Bursátil-Mercado Continuo) immediately prior to the announcement by Prisa of such conversion, the volume weighted average price of the Prisa Class A ordinary shares for each trading day of such period is €7.50 or above. From and after the second anniversary of the issue date, (i) until the fifth anniversary of the issue date, each Prisa Class B convertible non-voting share will be convertible at the option of Prisa into Prisa Class A ordinary shares at the conversion rate if, during the 20 consecutive trading days on the Spanish Continuous Market Exchange immediately prior to the announcement by Prisa of such conversion, the volume weighted average price of the Prisa Class A ordinary shares for each trading day of such period is €4.875 or above and (ii) each Prisa Class B convertible non-voting share will be convertible at the option of the holder at any time into Prisa Class A ordinary shares at the conversion rate.

     From and after the fifth anniversary of the issue date, each Prisa Class B convertible non-voting share will be convertible at the option of Prisa into Prisa Class A ordinary shares at the conversion rate if, during the 20 consecutive trading days on the Spanish Continuous Market Exchange immediately prior to the announcement by Prisa of such conversion, the volume weighted average price of the Prisa Class A ordinary shares for each trading day of such period is €3.75 or above. In addition, from and after the fifth anniversary of the issue date, Prisa will have the right, at its election, to redeem the Prisa Class B convertible non-voting shares for cash at the then-current stated value only if, during the 20 consecutive trading days on the Spanish Continuous Market Exchange immediately prior to the announcement by

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Prisa of such redemption, the volume weighted average price of the Prisa Class A ordinary shares for each trading day of such period is less than €3.75.

     The convertible non-voting shares will have a liquidation preference equal to the then-current stated value.

     The rights of the Class A ordinary shares and Class B convertible non-voting shares of Prisa are contained in the revised form of proposed amended by-laws of Prisa to be adopted in connection with the consummation of the Business Combination, an English translation of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

     The Business Combination Agreement continues to provide that no fractional shares of Prisa will be allotted to any holder of Liberty Virginia common stock in the Share Exchange. In lieu of the issuance of any such fractional shares, each Liberty Virginia stockholder who otherwise would be entitled to receive such fractional share will receive cash.

     Prisa Rights Offering

     Subject to the approval of the Prisa shareholders of the necessary increase in capital, prior to the closing of the Business Combination Prisa expects to conduct a rights offering (the “Rights Offering”) to its existing shareholders to subscribe for newly issued Prisa Class A ordinary shares at a price of €2.99 per share, up to a maximum subscription amount of €150 million in the aggregate. The shares that Prisa would issue in the Rights Offering are expected to trade on the Spanish Continuous Market Exchange and Prisa does not intend to register the Rights Offering with the SEC. Certain controlling shareholders of Rucandio, S.A., the existing controlling shareholder of Prisa, have separately agreed to cause Rucandio and its subsidiaries not to participate in the Rights Offering. As a result, the maximum number of Class A ordinary shares which Prisa expects to sell in the Rights Offering is approximately 14.6 million, for proceeds of approximately €43.6 million.

     Additional Covenant and Condition Precedent

     The Amendment also provides that the obligations of Prisa to complete the Business Combination will be subject to Liberty having purchased from Liberty’s sponsors, Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC (collectively, the “Sponsors”), an aggregate of 3,000,000 shares of Liberty Common Stock for a total purchase price of $300 immediately prior to the Reincorporation Merger.

Amendment to the Warrant Amendment Agreement

     The Amendment also revises the proposed consideration to be paid to the holders of Liberty’s Warrants pursuant to the proposed amendment (the “Warrant Amendment”) to the Second Amended and Restated Warrant Agreement, dated as of December 6, 2007, between Liberty and Continental Stock Transfer & Trust Company (as Warrant Agent). Under the Amendment, the proposed Warrant Amendment now provides that, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, each Liberty warrant outstanding immediately prior to the effective time of the Share Exchange will, automatically and without any action by the warrantholder, at the effective time of the Share Exchange, be exchanged by Prisa and transferred by such holder to Prisa for consideration (collectively, the “Warrant Consideration”) consisting of:

• cash in the amount of $1.043195 per outstanding warrant to be delivered by Liberty Virginia (for aggregate cash consideration to Liberty’s warrant holders of approximately $80 million); and

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• Prisa ADSs representing 0.115327 newly issued Prisa Class A ordinary shares per outstanding warrant and 0.055340 newly issued Prisa Class B convertible non-voting shares per outstanding warrant.

     As was the case prior to the Amendment, as a result of the Warrant Amendment, each registered holder of warrants (other than Prisa) will cease to have any rights with respect to the warrants, other than the right to receive the Warrant Consideration.

     The foregoing is a summary of the material terms of the amended form of Warrant Amendment Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Securities Surrender Agreement

     On May 7, 2010, Liberty entered into a Securities Surrender Agreement (the “Securities Surrender Agreement”) with Liberty’s Sponsors, pursuant to which the Sponsors agreed to sell to Liberty, and Liberty agreed to purchase from the Sponsors, an aggregate of 3,000,000 shares of Liberty Common Stock for a total purchase price of $300 immediately prior to the Reincorporation Merger. The obligation of the Sponsors to sell such Liberty shares expires if the Business Combination Agreement is terminated for any reason.

     The foregoing is a summary of the material terms of the Securities Surrender Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Letter Agreement Regarding Reduction in Deferred Discount

     As a result of the Sponsors’ agreement to sell a portion of their shares of Liberty common stock to Liberty, Liberty’s underwriters of its initial public offering have agreed, pursuant to a letter agreement dated May 7, 2010, to reduce the deferred portion of their underwriters’ discount by $3.0 million, to approximately $24.4 million.

     The foregoing is a summary of the material terms of the Letter Agreement Regarding Reduction in Deferred Discount, a form of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
2.1	Amendment No. 3 to Business Combination Agreement, dated as of May 7, 2010, among Prisa, Liberty and Liberty Virginia.
4.1	Amended Form of Warrant Amendment Agreement.
10.1	Securities Surrender Agreement, dated May 7, 2010, among Liberty and the Sponsors.
10.2	Form of Letter Agreement Regarding Reduction in Deferred Discount dated May 7, 2010.
99.1	Amended Form of Prisa by-laws (English translation).

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY ACQUISITION HOLDINGS CORP.
Date: May 7, 2010	By:	/S/ Jared Bluestein
		Name:	Jared Bluestein
		Title:	Secretary

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Amendment No. 3 to Business Combination Agreement, dated as of May 7, 2010, among Prisa, Liberty and Liberty Virginia.
4.1	Amended Form of Warrant Amendment Agreement.
10.1	Securities Surrender Agreement, dated May 7, 2010, among Liberty and the Sponsors.
10.2	Form of Letter Agreement Regarding Reduction in Deferred Discount dated May 7, 2010.
99.1	Amended Form of Prisa by-laws (English translation).

EX-2.1

Exhibit 2.1

AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT

This Amendment No. 3 to Business Combination Agreement (this “Amendment”) is dated as of May 7, 2010 and amends that certain Business Combination Agreement, dated as of March 5, 2010, as amended, by and between Promotora de Informaciones, S.A., a Spanish sociedad anónima (“Prisa”), and Liberty Acquisition Holdings Corp., a Delaware corporation (“Liberty”) (as amended, the “Business Combination Agreement”). Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.

WHEREAS, Prisa and Liberty wish to amend certain provisions of the Business Combination Agreement; and

WHEREAS, pursuant to Section 11.3 of the Business Combination Agreement, Prisa and Liberty may amend the Business Combination Agreement by action taken or authorized by their respective Boards of Directors in a writing signed on behalf of each of Prisa and Liberty; and

WHEREAS, Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation and a wholly owned subsidiary of Liberty (“Liberty Virginia”), wishes to join and become a party to the Business Combination Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1. Amendments.

(a) Form of Warrant Amendment Agreement.  The Business Combination Agreement is hereby amended by replacing Exhibit A attached thereto in its entirety with Exhibit A attached hereto.

(b) Plan of Share Exchange.  The Business Combination Agreement is hereby amended by replacing Exhibit E attached thereto in its entirety with Exhibit E attached hereto.

(c) PRISA Bylaw Amendments.  The Business Combination Agreement is hereby amended by replacing Exhibit G attached thereto in its entirety with Exhibit G attached hereto.

(d) Transaction Cash.  The definition of “Transaction Cash” in Section 1.1 is hereby amended by deleting clause (z) thereof in its entirety and replacing it with the following: “(z) $80,000,000 in respect of the Warrant Exchange, as such amount may be adjusted as occasioned by Section 3.5(a) of this Agreement, without duplication”.

(e) Per Share Consideration.  Section 3.5(a) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“(a) Subject to Section 4.2(e) and the last paragraph of this Section 3.5(a), each share of Liberty Virginia Common Stock (other than the Liberty Virginia Redemption Shares) shall be exchanged for (i) 1.173388 PRISA Class A Ordinary Shares and (ii) 0.563056 PRISA Convertible Non-Voting Shares, in each case free and clear of any Encumbrances (together, the “Per Share Consideration”). The PRISA Shares shall then be registered and the ADRs delivered pursuant to Section 3.4(b).

Notwithstanding the foregoing provisions of this Section 3.5(a), in no event shall PRISA be required to issue any portion of the aggregate Per Share Consideration and aggregate Warrant Consideration the issuance of which would cause the PRISA Control Group to hold, directly or indirectly, less than 30% of the PRISA Class A Ordinary Shares, after giving pro forma effect to the transactions contemplated by this Agreement, including the Warrant Exchange pursuant to Section 6.2.1 of the Warrant Amendment Agreement, the full conversion at the election of the holder thereof of the PRISA Convertible Non-Voting Shares to PRISA Class A Ordinary Shares, the PRISA Rights Offer, the sale of shares pursuant to the Securities Surrender Agreement and any required redemptions of Liberty Virginia Redemption Shares pursuant to Section 2.5 of this Agreement (the “30% Threshold Condition”). Not later than the tenth Business Day prior to the record date for the

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Liberty Stockholder Meeting, Liberty and PRISA shall agree upon a mechanism to ensure that the 30% Threshold Condition will be satisfied, applying the principle that any such mechanism shall not reduce the value of the Per Share Consideration below $11.26 per share of Liberty Virginia Common Stock or the per Liberty Warrant consideration below $2.15 (in each case, assuming a value per PRISA Convertible Non-Voting Share of €7.331378, a value per PRISA Ordinary Share of €3.518 and a U.S. dollar to Euro exchange rate of 1.364).

(f) Conduct of the Business.  The introduction to Section 8.2 of the Business Combination Agreement is hereby amended by inserting the following after the phrase “Liberty Disclosure Schedule”:

“, pursuant to that certain securities surrender agreement, dated May 7, 2010, among Liberty and the Sponsors (the “Securities Surrender Agreement”) (with respect to the restrictions in Sections 8.2(e) and 8.2(n)) and pursuant to that certain deferred discount reduction letter, dated May 7, 2010, among Liberty, Citigroup Global Markets Inc. and Barclays Capital Inc. (with respect to the restrictions in Section 8.2(l))”

(g) PRISA Shareholder Meeting.  Section 9.3(d) of the Business Combination Agreement is hereby amended as follows:

(i) by replacing the numbers “1.547154” and “0.35759” with “1.173388” and “0.563056”, respectively, and replacing the number “137,102,273” with the number “133,912,267” each time it appears therein; and

(ii) by inserting the following at the end thereof:

“At the PRISA Shareholder Meeting, PRISA shall include the following agreement in the resolutions of PRISA’s issuance of the PRISA Convertible Non-Voting Shares:

For the purposes of enabling the distribution of the minimum annual dividend in favor of the holders of the PRISA Convertible Non-Voting Shares, PRISA will exercise its voting rights in respect of all of its subsidiaries, to the extent legally and contractually possible, to cause the delivery of available distributable profits of such subsidiaries to their respective shareholders and, as the case may be, then to PRISA.”

(h) PRISA Rights Offer.  Section 9.18 of the Business Combination Agreement is hereby amended by replacing the number “3.08” with “2.99.”

(i) Acquisition of Sponsor Shares.  The Business Combination Agreement is hereby amended by adding a new Section 9.19 to read as follows:

“9.19 Securities Purchase From Sponsors.  Immediately prior to the Reincorporation Effective Time (and in all events after the vote on this Agreement at the Liberty Stockholder Meeting), Liberty shall purchase from the Sponsors an aggregate of three million shares of Liberty Common Stock for an aggregate purchase price of $300. Upon such purchase such shares will be cancelled, and shall cease to exist or be outstanding, for all purposes hereunder.”

(j) Spanish Language Version.  The Business Combination Agreement is hereby amended by adding a new Section 9.20 to read as follows:

“9.20 Spanish Language Version.  Not later than 10 Business Days after the initial filing of the F-4 with the SEC, the parties will produce a Spanish version of this Agreement, along with the amendments thereof.”

(k) Number of Prisa Shares.  Section 10.2(e) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“(e) Provided that Liberty’s representations set forth in Section 6.2 is true and correct at Closing and before taking into account the effect of any change occasioned by the last sentence of Section 3.5(a) of this Agreement, the total number of PRISA Shares to be delivered pursuant to the Share Exchange and the Warrant Exchange, before giving effect to any cash in lieu of fractional shares, shall be equal

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to the number of PRISA Shares constituting the Per Share Consideration multiplied by the sum of (x) the number of shares of Library Virginia Common Stock outstanding at the Exchange Effective Time and (y) 7,537,267.”

(l) Transaction Cash Closing Condition.  Section 10.3(e) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“(e) Transaction Cash; Expenses; Deferred Underwriting Discounts.  The amount of (x) Transaction Cash shall be no less than $903,000,000 and (y) Transaction Expenses, including Deferred Underwriting Discounts, shall not exceed $47,000,000.”

(m) Minimum Share Holding.  Section 10.3(f) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following:

“(f) Minimum Holding of Prisa Control Group.  After giving pro forma effect to the transactions contemplated by this Agreement, including the Warrant Exchange pursuant to Section 6.2.1 of the Warrant Amendment Agreement, the full conversion at the election of the holder thereof of the PRISA Convertible Non-Voting Shares to PRISA Class A Ordinary Shares, the Prisa Rights Offer, the sale of shares pursuant to the Securities Surrender Agreement and any required redemptions of Liberty Virginia Redemption Shares pursuant to Section 2.5 of this Agreement, the PRISA Control Group shall hold, directly or indirectly, at least 30% of the PRISA Class A Ordinary Shares.”

(n) New Condition Precedent.  Section 10.3 of the Business Combination Agreement is hereby amended by adding the following sentence as new Section 10.3(g):

“(g) Liberty Share Purchase.  Liberty shall have purchased from the Sponsors an aggregate of three million shares of Liberty Common Stock for an aggregate purchase price of $300 pursuant to the Securities Surrender Agreement.”

(o) Termination.  Section 11.1 of the Business Combination Agreement is hereby amended by replacing the “; or” at the end of clause (f) thereof with a “.” and deleting clause (g) thereof in its entirety.

(p) Governing Law.  Section 12.7 of the Business Combination Agreement amending by inserting the following at the end thereof:

“The respective obligations of the parties to this Agreement, whether arising by operation of law or otherwise, shall be performed to the fullest extent in compliance with the principle of good faith. In particular, PRISA, by performing the obligations undertaken under this Agreement, will submit to its shareholders those corporate resolutions necessary to comply with this Agreement. Without limiting the foregoing obligations in any manner whatsoever, PRISA, in connection with such submission, shall take into account the interests of its shareholders and the corporate interests of the company.”

2. No Other Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Business Combination Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

3. Joinder by Liberty Virginia.  Liberty Virginia hereby assumes, and hereby agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities applicable to it under the Business Combination Agreement. By execution of this Amendment, Liberty Virginia shall become a party to the Business Combination Agreement and be bound by all of the terms and conditions set forth in the Business Combination Agreement.

4. Miscellaneous.  The provisions of Sections 12.4 (Interpretation), 12.5 (Counterparts), 12.6 (Entire Agreement; Severability), 12.7 (Governing Law) and 12.10 (Submission to Jurisdiction; Waivers; Consent to Service of Process) of the Business Combination Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the parties hereto mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

PROMOTORA DE INFORMACIONES, S.A.

By:  /s/  Juan Luis Cebrián

Name:     Juan Luis Cebrián

Title:  Chief Executive Officer

LIBERTY ACQUISITION HOLDINGS CORP.

By:  /s/  Jared Bluestein

Name:     Jared Bluestein

Title:  Secretary

LIBERTY ACQUISITION HOLDINGS
VIRGINIA, INC.

By:  /s/  Jared Bluestein

Name:     Jared Bluestein

Title:  Secretary

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EX-4.1

Exhibit 4.1

FORM OF AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED WARRANT AGREEMENT

This Amendment (this “Amendment”) is made as of [          ], 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the “Company”), Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (“Liberty Virginia”), Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), and Promotora de Informaciones, S.A., a sociedad anónima organized under the laws of Spain (“PRISA”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Second Amended and Restated Warrant Agreement, dated as of December 6, 2007 and filed with the United States Securities and Exchange Commission on December 12, 2007 (the “Existing Warrant Agreement”), pursuant to which the Company has issued Warrants to purchase 76,687,500 shares of Common Stock (collectively, the “Warrants”);

WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement and capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS, on March 5, 2010, the Company entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) with PRISA (and subsequently joined by Liberty Virginia), pursuant to which, upon the consummation of the transactions contemplated by the Business Combination Agreement, the stockholders of the Company will come to own newly issued American Depositary Receipts representing newly issued (i) Class A Ordinary Shares of PRISA and (ii) convertible non-voting shares (acción sin voto convertible) of PRISA;

WHEREAS, the Business Combination Agreement provides for the merger of the Company with and into Liberty Virginia, its wholly owned subsidiary, upon consummation of which, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for shares of common stock, par value $0.0001 per share, of Liberty Virginia;

WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination between the Company and PRISA;

WHEREAS, pursuant to the Business Combination Agreement, the Company agreed to seek the approval of this Amendment by the Registered Holders of a majority of the outstanding Warrants (the “Warrant Proposal”) such that, in connection with the transactions contemplated by the Business Combination Agreement, PRISA will be required to purchase, and the holders of Warrants will be required to exchange, all of the outstanding Warrants for the Consideration (as defined below) and on such other terms and subject to such conditions as are set forth herein;

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement with the written consent of the Registered Holders of a majority of the outstanding Warrants;

WHEREAS, the Registered Holders of a majority of the outstanding Warrants have approved the Warrant Proposal; and

WHEREAS, the representative of the underwriters has waived any and all rights to consent to any modification or amendment of the Existing Warrant Agreement contemplated by Section 9.8 of the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.

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1. Amendment of Existing Warrant Agreement.

1.1 Mandatory Exchange of Securities. Section 6 of the Existing Warrant Agreement is hereby amended and restated in its entirety so that it now reads in full as follows:

“6 Mandatory Exchange of Securities.

6.1 Definitions.

Capitalized terms used in this Section 6, but not otherwise defined in this Agreement, shall have the meanings given to such terms in the Business Combination Agreement, dated as of March 5, 2010, by and between Promotora de Informaciones, S.A., a sociedad anónima organized under the laws of Spain (“PRISA”) and Liberty Acquisition Holdings Corp. (the “Business Combination Agreement”), a copy of which is included in the PRISA prospectus dated [          ], 2010 and previously delivered to Registered Holders in connection with soliciting consents for Amendment No. 1 to this Agreement.

6.2 Exchange.

6.2.1 Notwithstanding anything contained in this Agreement to the contrary, at the Exchange Effective Time, and subject to the Share Exchange being consummated, except as provided in Section 6.3 herein or as such consideration may be changed as occasioned by the last paragraph of Section 3.5(a) of the Business Combination Agreement, each Warrant issued and outstanding immediately prior to the Exchange Effective Time shall, automatically and without any action by the Registered Holder thereof, be exchanged by PRISA and transferred by such Registered Holder to PRISA (the “Warrant Exchange”), in consideration for:

(i) a payment by Liberty Virginia in cash in the amount of US$1.043195 (the “Cash Consideration”) to be delivered by or at the direction of Liberty Virginia;

(ii) the exchange by PRISA of 0.115327 newly issued PRISA Class A Ordinary Shares (the “Ordinary Share Consideration”) to be delivered by PRISA to the Depositary as provided for herein; and

(iii) the exchange by PRISA of 0.05534 newly issued PRISA Convertible Non-Voting Shares (the “Convertible Non-Voting Share Consideration”, and together with the Cash Consideration and the Ordinary Share Consideration, the “Consideration”) to be delivered by PRISA to the Depositary as provided for herein.

6.2.2 Notwithstanding anything contained in this Agreement to the contrary, upon consummation of the Share Exchange, and without any action by the Registered Holder thereof, each Registered Holder of Warrants (other than Prisa) shall cease to have any rights with respect to the Warrants other than the right to receive the Consideration.

6.3 Delivery of Consideration.

6.3.1 Each PRISA Share issued as part of the Consideration shall be registered in the name of the Depositary by Iberclear and then delivered in the form of PRISA ADSs evidenced by ADRs, with each PRISA ADS-A representing [          ] PRISA Class A Ordinary Shares and each PRISA ADS-NV representing [          ] PRISA Convertible Non-Voting Shares. Each PRISA ADS shall be issued in accordance with the Deposit Agreement.

6.3.2 The aggregate Cash Consideration payable to each former Registered Holder shall be rounded down to the nearest whole cent after multiplying the aggregate number of outstanding Warrants held by such former Registered Holder by the Cash Consideration. By way of example, a Registered Holder of 10,500 outstanding warrants would receive aggregate Cash Consideration of $10,953.54.

6.3.3 If, between the date of this Agreement and the Exchange Effective Time, PRISA, Liberty or Liberty Virginia undergoes a change in capitalization affecting the Warrants, an appropriate and proportionate adjustment shall be made to the Ordinary Share Consideration and the Convertible Non-Voting Share Consideration in order to preserve the economic benefits of the Warrant Exchange to the parties.

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6.3.4 In so far as the provisions of Article IV of the Business Combination Agreement relate to the obligations and rights of the parties to this Agreement regarding the Warrant Exchange, such provisions are hereby incorporated herein by reference; provided, however, that nothing in this Section 6.3.4 or this Agreement, whether expressed or implied, is intended to confer upon any Person, including any beneficial owner or Registered Holder of Warrants, any rights or remedies under or by reason of the Business Combination Agreement enforceable against the parties thereto or their successors or assigns.

6.3.5 Notwithstanding anything herein to the contrary, the Company shall not be required to provide any prior notice of the Warrant Exchange to any Registered Holder.

6.4 Each of the parties hereto acknowledges and agrees that the obligations under this Section 6 to deliver the Ordinary Share Consideration and Convertible Non-Voting Share Consideration shall be satisfied by PRISA.

6.5 Each of the parties hereto acknowledges and agrees that the obligations under this Section 6 to deliver the Cash Consideration shall be satisfied by or at the direction of Liberty Virginia.”

1.2 Appointment of Warrant Agent. Existing Warrant Agreement is hereby amended to add a new Section 1.2, which shall read in full as follows:

“1.2 Appointment of Warrant Agent at Exchange Time. Notwithstanding anything contained in this Agreement to contrary (including that the Warrant Agent be a New York Corporation), at the Exchange Effective Time, PRISA shall act as agent for the Company, its successors and assigns for the Warrants, and PRISA agrees to perform in accordance with the terms and conditions set forth in this Agreement. At such time as PRISA is appointed, Continental Stock Transfer & Trust Company shall have no further rights or obligations under the Agreement, and the term “Warrant Agent,” as used in this Agreement, shall refer exclusively to PRISA.”

2. Miscellaneous Provisions.

2.1 PRISA Obligation. Each of the parties hereto acknowledges and agrees that the obligations under Section 6.2 of the Existing Warrant Agreement (as amended by this Amendment) to deliver the Ordinary Share Consideration and Convertible Non-Voting Share Consideration shall be satisfied by PRISA

2.2 Liberty Virginia Obligation. Each of the parties hereto acknowledges and agrees that the obligations under Section 6.2 of the Existing Warrant Agreement (as amended by this Amendment) to deliver the Cash Consideration shall be satisfied by or at the direction of Liberty Virginia.

2.3 Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

2.4 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.5 Applicable Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

2.6 Counterparts. This Amendment may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

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2.7 Effect of Headings. The Section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.8 Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.

LIBERTY ACQUISITION HOLDINGS CORP.

By: 

Name: 

Title: 

LIBERTY ACQUISITION HOLDINGS VIRGINIA, INC.

By: 

Name: 

Title: 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By: 

Name: 

Title: 

PROMOTORA DE INFORMACIONES, S.A.

By: 

Name: 

Title: 

[Signature Page to Warrant Agreement Amendment]

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EX-10.1

Exhibit 10.1

Berggruen Acquisition Holdings Ltd.
1114 Avenue of the Americas
New York, New York 10036

and

Marlin Equities II, LLC
555 Theodore Fremd Avenue
Suite B-302
Rye, New York 10580

Liberty Acquisition Holdings Corp.

1114 Avenue of the Americas, 41st Floor

New York, New York 10036

Date: May 7, 2010

RE:   Securities Surrender Agreement

Gentlemen:

Reference is made to the Business Combination Agreement, dated as of March 5, 2010, as amended by Amendment Nos. 1, 2 and 3 thereto (the “Business Combination Agreement”), by and among Liberty Acquisition Holdings Corp. (“Liberty”), Liberty Acquisition Holdings Virginia, Inc. and Promotora de Informaciones, S.A. (“Prisa”). Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement.

Pursuant to Section 9.19 of the Business Combination Agreement, Liberty has agreed to acquire from the Sponsors an aggregate of 3,000,000 shares of Liberty Common Stock for an aggregate purchase price of $300 and, pursuant to Section 10.3(g) of the Business Combination Agreement, it is a condition precedent to the obligations of Prisa that Liberty shall have completed such acquisition. To that end, each Sponsor hereby agrees to sell to Liberty, and Liberty agrees to purchase, an aggregate of 1,500,000 shares of Liberty Common Stock for a total purchase price to each Sponsor of $150. Such sale and purchase shall take place immediately prior to the Reincorporation Effective Time (and in all events after the vote at the Liberty Stockholder Meeting).

Each of the parties hereto agrees that Prisa is intended to be, and shall be, a third party beneficiary under this letter agreement and shall be entitled to directly enforce Liberty’s rights hereunder.

The obligations of the parties hereunder shall terminate if the Business Combination Agreement shall be terminated for any reason (other than the failure of the condition specified in Section 10.3(g) of the Business Combination Agreement).

-signature page to follow-

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Please acknowledge your agreement with the foregoing by executing this letter in the space provided below.

Yours faithfully,

Berggruen Acquisition Holdings Ltd.

By:  /s/  Jared Bluestein

Name:     Jared Bluestein

Title:  Secretary

Marlin Equities II, LLC

By:  /s/  Martin Franklin

Name:     Martin Franklin

Title:  Authorized Signatory

Acknowledged and Agreed:

Liberty Acquisition Holdings Corp.

By:  /s/  Jared Bluestein

Name:     Jared Bluestein

Title:  Secretary

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EX-10.2

Exhibit 10.2

Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas
41^st Floor
New York, New York 10036

May 7, 2010

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Barclays Capital Inc.
745 Seventh Ave
New York, NY 10019

Re: Deferred Discount Reduction

Ladies and Gentlemen:

     Reference is made to the following agreements:

(i)	the Underwriting Agreement, dated as of December 6, 2007 (the “Underwriting Agreement”), between Liberty Acquisition Holdings Corp. (the “Company”) and Citigroup Global Markets Inc. (“Citi”), as Representative on behalf of the several underwriters named in Schedule I thereto (the “Underwriters”);
(ii)	the Business Combination Agreement, dated as of March 5, 2010 (as amended, the “Business Combination Agreement”), between the Company and Promotora de Informaciones, S.A.; and
(iii)	the proposed Securities Surrender Agreement (the “Surrender Agreement”), dated on or about the date hereof, among the Company, Berggruen Holdings and Marlin Equities.

     Capitalized terms used but not defined herein shall have the meaning set forth in the Underwriting Agreement.

     As you are aware, pursuant to the Surrender Agreement, the Company has agreed to acquire from the Sponsors an aggregate of 3,000,000 shares of the Company’s Common Stock (such acquisition being referred to herein as the “Acquisition”) for an aggregate purchase price of $300, effective immediately prior to the closing of the transactions contemplated by the Business Combination Agreement. In light of the foregoing, and notwithstanding anything set forth in the Underwriting Agreement, and subject to the consummation of the Acquisition at the purchase price set forth herein, each of the Underwriters agrees that in the event that the Deferred Discount becomes payable from the Trust Account upon the Company’s consummation of the transactions contemplated by the Business Combination Agreement, such aggregate Deferred Discount shall be reduced by $3,000,000 to $24,427,500.

          Each of the undersigned represents and warrants that the undersigned are the only parties entitled to a portion of the Deferred Discount and thereby are the parties authorized to agree to the aforementioned reduction to the Deferred Discount. Each of the undersigned acknowledges that the undersigned are making the foregoing amendment in consideration of efforts that are being expended by the Company in pursuing a Business Combination and further acknowledges that the Company is

pursuing the structuring of such Business Combination in reliance on this letter. This letter shall be null and void if the Acquisition is not consummated in accordance with the terms and provisions of the Surrender Agreement. This letter sets forth the entire agreement with respect to the Deferred Discount and may only be amended by a writing signed by the Company and the Underwriters.

[Signature Page to Follow]

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LIBERTY ACQUISITION HOLDINGS CORP.

By:
Name:

Title:

[Signature Page to Deferred Discount Amendment Letter]

Agreed to and Acknowledged:

CITIGROUP GLOBAL MARKETS INC.

By:
Name:

Title:

BARCLAYS CAPITAL INC. (as successor to Lehman Brothers)

By:
Name:

Title:

[Signature Page to Deferred Discount Amendment Letter]

EX-99.1

Exhibit 99.1

PROMOTORA DE INFORMACIONES, S.A.
CORPORATE BYLAWS (PROPOSED AMENDMENT)

CHAPTER I
GENERAL PROVISIONS

Article 1. Corporate Name and Applicable Law

The Company’s corporate name is Promotora de Informaciones, S.A., and it is governed by the Spanish Corporations Law of 22 December 1989, applicable legal or regulatory provisions and these Bylaws. References to the “Law” shall be understood to refer to either the Spanish Corporations Law of 22 December 1989 or to the Securities Market Law of 29 July 1988, as applicable.

Article 2. Corporate Purpose

1. The Company’s corporate purpose includes:

a) Managing and operating all types of owned or third-party news and social communications media, regardless of format, including the publication of printed newspapers, among others.

b) Promoting, planning, and executing on behalf of the Company or for others, either directly or through third parties, of all types of communications media, industrial, commercial and services projects, businesses or companies.

c) Incorporating businesses or companies, holding an interest in previously existing companies, including a controlling interest, and entering into association with third parties in transactions and businesses through collaboration arrangements.

d) Acquiring, holding either directly or indirectly, leasing or otherwise exploiting and disposing of all types of movable or real property or rights.

e) Contracting and providing services of consulting, acquisitions and management of interests of third parties, by intermediation, representation, or any other type of collaboration for the account of the Company or for third parties.

f) Acting in capital and money markets through the management, purchase and sale of fixed income or equity securities or any other type of securities on behalf of the Company.

2. The aforementioned activities are understood to refer to national or international companies and businesses, operations or transactions, complying with their respective legal requirements.

3. The Company may engage in all or part of the activities comprising the corporate purpose indirectly through holdings in other companies having a similar corporate purpose.

Article 3. Duration

The Company commenced its operations upon the execution of its notarized Articles of Incorporation and was incorporated for an indefinite term. If the Law requires an administrative license, registration with a public register or any other requisite prior to the commencement of any of the operations described in the previous Article, the Company shall not commence such operations until it has fulfilled that requirement.

Article 4. Nationality and Registered Offices

The Company is a Spanish company and has its registered offices in Madrid at 32 Gran Vía. The Board of Directors is empowered to open, close or transfer as many branches, agencies or representative offices as it deems appropriate and to change its registered office to any other address within the city in which it is domiciled.

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Article 5. Jurisdiction for Court Action

Shareholders shall submit any action brought against the Company to the courts having jurisdiction where the Company maintains its registered offices.

CHAPTER II
SHARE CAPITAL AND SHARES

Article 6. Share Capital

The capital is [          ] divided in:

a) [          ] Class A ordinary shares, each having a par value of TEN EURO CENTS (0.10€), numbered consecutively from 1 through [          ]; and

b) [          ] Class B non-voting convertible shares, each having a par value of 0.1955034€, numbered consecutively from [          ] through [          ], that shall be subject to the system contemplated expressly in Article 8 of these Bylaws and Article 90 et seq. of the Spanish Corporations Law. According to the shareholders’ meeting resolution whereby they were issued:

Class B non-voting convertible shares shall have an initial stated value of 7.331378€, which stated value may be increased as described below, and their main characteristics shall be the following, which shall be further specified in the shareholders’ meeting resolution whereby they were issued:

a) Dividends:

Holders of Class B non-voting convertible shares shall have the right to receive the minimum annual dividend contemplated in the following paragraph as long as distributable profits exist according to the terms and limitations contemplated in Article 213 of the Spanish Corporations Law and so long as there is no legal restriction against such payment.

The minimum annual dividend to be paid to each Class B non voting convertible share shall be equal to 7% of the then current stated value, from the date of issuance. On the fifth anniversary of their issuance, the minimum annual dividend of 7% shall be increased by 25 basis points (0.25%) and, thereafter, by an additional 25 basis points (0.25%) every three months following the day of the fifth anniversary of the date of issuance, up to a maximum of 9%.

If the Company has distributable profits, the Company will be obliged to approve the distribution of the minimum dividend established in the preceding paragraph.

If the Company has no distributable profits during a certain fiscal year, then Class B non-voting convertible shares will not have the right to the minimum dividend corresponding to that certain fiscal year.

If the Company did have distributable profits, but not enough distributable profits in the amount necessary to pay the minimum dividend in full to the Class B non-voting convertible shares, then the full amount of the distributable profits shall be paid to the holders of Class B non-voting convertible shares, pro-rata amongst the same.

The minimum dividends that have been unpaid due to the lack of enough distributable profits will not be cumulative.

The minimum dividend that corresponds to the Class B non-voting convertible shares shall be paid as soon as possible, once the ordinary general shareholders’ meeting of each year — which should resolve the payment of the minimum dividend- has been held, and, in any event, prior to September 30 of each year. The minimum dividend will be paid in connection with the fiscal year to which the annual accounts approved by the ordinary shareholders’ meeting that approves said dividend refer to, applying the corresponding annual rate to the then current stated value, except for the first year in which the minimum annual dividend will be multiplied by a fraction, the numerator of which will be the days elapsed from the date of issuance to December 31, 2010 and the denominator of which will be 365. In the event that in a fiscal year, there were changes to the annual rate minimum dividend rate applicable, the

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rate applicable each day will be that in force from time to time. In the events of conversion or liquidation the special rules defined below shall apply.

If payable, the Company may elect to pay the annual dividend either in cash or in kind by increasing the then current stated value of Class B non-voting convertible shares by the amount of such dividend. If the Company elects to pay the annual dividend in kind, it will take all appropriate action (including the allocation of a special un-distributable reserve in the amount necessary attributable only to Class B non voting convertible shares for it to be capitalized upon conversion, as needed) to ensure that the Class B non-voting convertible shares are fully convertible into Class A ordinary shares at the new stated value promptly after any conversion date.

Once the minimum dividend has been approved, holders of Class B non-voting convertible shares shall have the right to receive the same dividend that corresponds, as the case may be, to the Class A ordinary shares.

If the Company elects to convert the Class B non-voting convertible shares as provided below and such election shall be announced after March 31, or after any other prior date when the annual accounts were prepared by the Board of Directors of the Company or the Company had become aware of the existence of distributable profits in the preceding year, the Company shall pay the holders of Class B non-voting convertible shares, in cash, the amount of the minimum dividend of the preceding year at least simultaneously to the conversion or to the holding of the general shareholders meeting that should resolve on the payment of the dividend, whichever occurs later.

b) Conversion

Class B non-voting convertible shares shall be convertible in the following conditions:

(i) At the option of each holder of Class B non-voting convertible shares, each share may be converted into a number of Class A ordinary shares that results from dividing the then current stated value by 3.75, at any time after the second anniversary of their issuance. If the then current stated value were 7.331378 euros, then each Class B non voting convertible share will give the right to 1.955034 Class A ordinary shares.

(ii) At the option of the company:

•  Prior to the second anniversary of the issuance date, each Class B non-voting convertible share may be converted into a number of Class A ordinary shares that results from dividing the then current stated value by 3.75, so long as the average volume weighted trading price of the Class A ordinary shares of each of the twenty consecutive trading days on the Spanish Market (Mercado Continuo) immediately prior to the announcement by the Company of its decision to proceed with such conversion, shall have been 7.50€ or higher.

•  From and after the second anniversary of the issuance date, and until the fifth anniversary of the issuance date, each Class B non-voting convertible share may be converted into a number of Class A ordinary shares that results from dividing the then current stated value by 3.75, so long as the average volume weighted trading price of the Class A ordinary shares of each of the twenty consecutive trading days on the Spanish Continuous Market (Mercado Continuo) immediately prior to the announcement by the Company of its decision to proceed with such conversion, shall have been 4.875€ or higher.

•  From and after the fifth anniversary of the issuance date, each Class B non-voting convertible B share may be converted into a number of Class A ordinary shares that results from dividing the then stated value by 3.75, so long as the average volume weighted trading price of the Class A ordinary shares of each of the twenty consecutive trading days on the Spanish Continuous Market (Mercado Continuo) immediately prior to the announcement by the Company of its decision to proceed with such conversion shall have been 3.75€ or higher.

In addition, from and after the fifth anniversary of the issue date, the Company may, at its election, always complying with applicable legal requirements, redeem the Class B non-voting convertible shares for cash at the then current stated value only so long as the average volume weighted trading price of the Class A ordinary shares of each of the twenty consecutive trading days on the Spanish Continuous Market (Mercado Continuo) immediately prior to the announcement by the Company of such redemption shall have been less than €3.75 per share. If the

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Company elects to redeem the Class B non-voting convertible shares as provided in this paragraph and such election is announced after March 31, or after any other prior date when the annual accounts were prepared by the Board of Directors of the Company or the Company had become aware of the existence of distributable profits in the preceding year, the Company shall pay the holders of Class B non-voting convertible shares, in cash, the amount of the minimum dividend of the preceding year at least simultaneously to the redemption.

The resolution to issue Class B non-voting convertible shares will detail the conditions and the conversion dates foreseen, within the framework described above.

The Company will not effect any reorganization, recapitalization, reclassification, stock split, reverse stock split or other similar changes in capitalization relating to the Class A ordinary shares unless an appropriate adjustment to the conversion rate of the Class B non-voting convertible shares (as described above) is provided for.

Once the decision to convert has been announced, the implementation of the same shall take place as promptly as practicable.

c) Liquidation

For liquidation purposes, the disbursement value per Class B non-voting convertible share shall be 7.331378 euros or the then current stated value.

In general, holders of Class B non-voting convertible shares shall have the right to the same liquidation quota as that corresponding to the rest of the shares.

Notwithstanding the above, holders of Class B non-voting convertible shares shall have the right, in the terms of Article 91.3 of the Spanish Corporations Law, to obtain refund of the disbursement value before any amount is distributed to the rest of the shares in the event of liquidation of the Company, if the liquidation quota of all the shares were lower than 7.331378 euros or the then current stated value.

In the event that the balance sheet prior to liquidation, contained distributable profits, holders of Class B non-voting convertible shares shall have the right to perceive the minimum dividend corresponding to the preceding year and the then current year, before any distribution is paid to the rest of the shareholders.

The share capital is fully subscribed for and paid up.

Article 7. Representation of Shares

Shares shall be represented by book entry and considered as such by virtue of their registration in the corresponding accounting ledger, which shall reflect the terms included in the issue deed and whether or not the shares have been fully paid up.

Entitlement to exercise shareholders’ rights, including the transfer of shares, is evidenced by entry on the accounting ledger, which is deemed to constitute the legitimate title and enables the holder to require the Company to recognize it as a shareholder. This right may be evidenced by submitting the appropriate certificates issued by the entity having custody of the accounting ledgers.

If the Company provides any benefit to a party deemed to be entitled thereto, the Company shall be released from that obligation even if the party is in fact not the actual shareholder, provided that the Company acts in good faith and in the absence of gross negligence.

If a person or entity is listed as a shareholder on the share ledger by virtue of a nominee shareholder appointment or similar document, the Company may require the party to disclose the identity of the actual shareholders, as well as any transfer of or encumbrance over the shares.

Article 8. Non-voting shares

1. The Company may issue non-voting shares for a par value that does not exceed half of the paid up share capital. The legal procedure governing non-voting shares shall be that contemplated in the Bylaws and in the Spanish Corporations Law.

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2. Holders of non-voting shares shall have a right to receive the minimum dividend established in the issue resolution. Once the minimum dividend has been approved, holders of non-voting shares shall have the right to receive the same dividend that corresponds to the ordinary shares. Where there are distributable profits, the Company is obliged to resolve to pay the aforementioned minimum dividend. Unpaid minimum dividends, either because there are no distributable profits or because the profits cannot be distributed due to any legal restriction, in a given year shall not be successively accumulated.

3. Non voting shares shall have preemptive rights on the same conditions as the voting shares. However, such preemptive rights may be excluded pursuant to Article 159 of the Spanish Corporations Law and these Bylaws.

4. The issuance of additional non-voting shares shall require the approval, in a separate ballot or at a special shareholders’ meeting, of the existing non-voting shareholders.

5. Non-voting shares shall gain voting rights in the event the Company does not fully pay the minimum dividend during two consecutive financial years.

6. The Shareholders’ Meeting may issue convertible non voting shares at a fixed conversion rate (determined or to be determined) or at a variable conversion rate. The resolution authorizing the issuance shall establish if the right to convert or exchange is held by the shareholders or the Company or, as the case may be, if the conversion will mandatorily occur at a specific time.

Article 8 bis.- Redeemable shares

The Company may issue redeemable shares for a par value that is not to exceed one quarter of the share capital and in compliance with all other statutory requirements.

Article 9. Share issues, subscription, and payment

The Shareholders’ Meeting, complying with the legal requisites, may increase the share capital by issuing new shares or by increasing the par value of existing shares. The Shareholders’ Meeting shall establish the term and conditions for each new issuance, and the Board of Directors shall have the necessary powers to implement the resolutions adopted with as wide a margin of discretion as the legal framework allows and in accordance with the conditions defined at the Shareholders’ Meeting. If not established at the Shareholders’ Meeting, in accordance with the Law, the Board of Directors may establish the procedure and maximum term, which shall not exceed five years, to satisfy any unpaid share capital, if any. In capital increases involving the issue of new shares, ordinary or privileged, in cash, the existing shareholders may, within the term granted by the Board of Directors, that may not be less than fifteen days from the announcement of the offer of subscription of the new issue in the “Boletín Oficial del Registro Mercantil” (Official Gazette of the Commercial Registry); exercise their proportional preemptive rights to subscribe shares in accordance with Article 158 of the Spanish Corporations Law, unless such rights are excluded pursuant to Article 159 of the Spanish Corporations Law.

The Shareholders’ Meeting, subject to the requirements established for amendment of these bylaws, may delegate to the Board of Directors, the powers that in connection with the increase of share capital are contained in Articles 153 and 159 of the Spanish Corporations Law.

Article 10. Transferability of Shares

Shares in the Company are freely transferable through any legal procedure.

CHAPTER III
CORPORATE GOVERNANCE, MANAGEMENT, AND REPRESENTATION

Article 11. Corporate Bodies

The Company shall be governed by the Shareholders’ Meeting and managed and represented by the managing body that it appoints.

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A. SHAREHOLDERS’ MEETINGS

Article 12. Powers

The Shareholders’ Meeting is the sovereign body of the Company. The Shareholders’ Meeting shall decide in relation to all matters within its competence as established in the Bylaws, its own Regulations and the Law, and especially in relation to the following:

a) The approval of the financial statements, the consolidated financial statements, the management of the Board of Directors and the proposal on the allocation of profit (loss).

b) The setting of the effective number of Directors.

c) The appointment and dismissal of the Directors, together with the ratification or the revocation of the provisional appointments of Directors made by the Board of Directors itself.

d) The appointment and re-election of Auditors.

e) The increase and reduction of the share capital, the issuing of debentures and, in general, of negotiable securities of any nature, including preferred shares, the transformation, merger, spin-off and dissolution of the Company and any amendment to the Bylaws.

f) Authorizing the Board of Directors to increase the share capital, pursuant to the Spanish Corporations Law and to issue debentures of any nature and delegate any other powers to the Board of Directors in conformity with the Law and the Bylaws.

g) Approval and modification of the Regulations of the Shareholders’ Meeting, subject to the terms of the Law and the Bylaws.

h) Annual approval of the remuneration of the Board of Directors, in accordance with the second paragraph of art. 19 of the Company Bylaws.

i) Authorization of the remuneration of Directors consisting of the delivery of shares or of options over the same, or that is referenced to the value of the shares.

j) The exercise of any other power attributed to it by the Law or by the Bylaws and the knowledge of or decision about any other matter that the Board of Directors resolves should be reported to or decided by the Shareholders’ Meeting considering that it is of special relevance for the corporate interest.

Article 13. Types of Shareholders’ Meetings

Shareholders’ Meetings may be ordinary or extraordinary. These meetings must be called and held within the time period and in the manner stipulated in the Law, in these Bylaws and in the internal Regulations of the Company. An ordinary Shareholders’ Meeting shall be held each year on the date agreed upon by the Board of Directors within the time period established in Article 95 of the Law.

Extraordinary Shareholders’ Meetings may be held when the Company’s managing body deems appropriate or upon receipt of a request from shareholders representing at least five percent of the share capital, setting forth the matters to be discussed at the meeting; in such case the meeting shall be called to be held within 30 days after a notarized request for a meeting has been submitted to the directors.

Article 14. Preparation of Shareholders’ Meetings

All Shareholders’ Meetings shall be called within the time periods and in the manner set forth in the Law, these Bylaws and general Regulations of the Shareholders’ Meetings.

The notice of the Shareholders’ Meeting (the “Call Notice”) shall contain the statements related to the Company, the place, date and time that the meeting is to be held, and the items on the agenda.

Shareholders representing at least 5% percent of the total share capital may request that a supplement to the Call Notice be issued to include one or more additional items on the agenda. This right shall be exercised through a

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notice issued by any reliable means, received at the company’s registered offices within five days following publication of the initial Call Notice.

The supplement to the Call Notice must be published at least fifteen days prior to the date on which the meeting is to be held.

Prior to or during the meeting, shareholders may request any reports, documents or clarifications that they deem necessary, as provided for in the Law.

Nevertheless, the meeting shall be deemed to have been validly convened and assembled to discuss any matter, provided that shareholders representing all of the share capital are present and the attendees unanimously agree to hold the meeting, pursuant to Article 99 of the Law (“Universal Meeting”).

Article 15. Holding of Shareholders’ Meetings

a) Location. Shareholders’ Meetings shall be held at the venue indicated in the Call Notice in the town where the Company has its registered offices, on the stipulated date and time, unless it is a Universal Meeting.

b) Shareholders who own a minimum of 60 shares, that are registered in the appropriate stock ledger five days prior to the date of the meeting and who have obtained the corresponding attendance card, may attend the Shareholders’ Meeting.

The Board of Directors shall attend the meeting. The Chairman of the Shareholders’ Meeting may authorize the attendance of any person he deems appropriate; however, the Shareholders’ Meeting may revoke that authorization.

c) Proxies: Shareholders may authorize another shareholder to act for them as proxies. The appointment of proxy shall be valid for a specific Shareholders’ Meeting. This requisite shall not apply when the proxy holds a notarized power of attorney to manage all of the shareholder’s assets located in Spain. The appointment of proxy must be indicated in writing on the attendance card provided with the Call Notice, in a letter, or by electronic means of communication. In the latter case, requirements similar to those established for electronic voting must be met.

d) Quorum. Without prejudice to the procedures set forth in the Law for special cases, a Shareholders’ Meeting may be held at first call when shareholders present or represented hold at least 25% of the subscribed voting capital. At second call, a Shareholders’ Meeting may be validly held regardless of the capital in attendance.

e) Chairman of the Shareholders’ Meeting

The Chairman of the Shareholders’ Meeting shall be the Chairman of the Board of Directors and, in the absence thereof, the Vice Chairman, if any. In the absence of both the Chairman of the Board of Directors and the Vice Chairman, the Chairman of the Shareholders’ Meeting shall be the longest-serving Director and, in the absence of all the foregoing, the shareholder designated for such purpose by the Shareholders’ Meeting.

The Chairman shall submit to deliberation all the matters included in the agenda and direct the deliberations in a manner such that the meeting progresses in an orderly manner. The Chairman shall exercise all the necessary powers, including those of order and discipline.

The Chairman shall be assisted by the Secretary, who shall be the Secretary of the Board of Directors, or in the absence thereof, the Vice Secretary and, in the absence of all the foregoing, the person designated for such purpose by the Shareholders’ Meeting.

The Presiding Committee (Mesa) of the Shareholders’ Meeting shall be constituted by the Chairman and the Secretary, together with the other members of the Board of Directors in attendance.

f) Voting by mail or distance electronic means. Shareholders may vote by mail or by distance electronic means on resolutions proposed concerning the items on the agenda for any type of Shareholders’ Meeting. The identity of the party exercising its voting rights must be ensured in accordance with the requirements set forth in the Shareholders’ Meeting Regulations. Shareholders using distance voting shall be deemed present when determining whether a quorum for the meeting exists. Votes cast using such methods must have been received at the Company’s registered offices at least twenty-four hours prior to the time when the Shareholders’ Meeting is to be held on first

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call. Otherwise, the vote shall be deemed not to have been cast. The Board of Directors may set an earlier deadline when calling each Shareholder’s Meeting.

g) Voting. The Chairman shall announce the voting results, summarizing the number of votes in favor and against the proposed resolution by reading the results aloud.

The Regulations of the Shareholders’ Meeting shall establish the procedures and systems of the computation of the votes in relation to the proposals to be passed.

h) Resolutions. Resolutions shall be adopted by vote of the majority of the voting capital attending as required in these Bylaws and the Spanish Corporations Law. Each voting share, whether its holder is present or represented at the Shareholders’ Meeting, shall grant the holder the right to one vote.

The approval of a resolution shall require the favorable vote of one-half plus one of the voting shares whose holders are present in person or by proxy at the Shareholders’ Meeting, except when the Bylaws or the Law require a greater majority.

Notwithstanding the provisions of the foregoing paragraph, no shareholder may cast a number of votes greater than those corresponding to shares representing thirty (30%) percent of share capital with voting rights, even if the number of shares held exceeds such percentage of capital. This limitation does not affect votes corresponding to shares which are considered to be represented by a shareholder as a result of letter c) of this article, provided, however, that with respect to the number of votes corresponding to the shares of each shareholder represented by proxy, the limitation set forth above shall apply.

Neither shall this limitation affect the total voting rights corresponding to the shares of which the depositary of shares issued by the Company under an American Depositary Shares (ADS) program represented by American Depositary Receipts (ADR) is the fiduciary holder, or the voting rights corresponding to the shares held by a financial intermediary on behalf of its clients, provided that this is evidenced by the financial intermediary and without prejudice to the limitation of 30% of the voting rights applying to the shares of investors on behalf of which the financial intermediary or the depositary bank acts.

The limitation set forth in the foregoing paragraph shall also apply to the maximum number of votes that may be collectively or individually cast by two or more shareholders which are entities or companies belonging to the same group. Such limitation shall also apply to the number of votes that may be cast collectively or individually by an individual and the shareholder entity, entities or companies controlled by such individual, or by persons acting in concert or through an intermediary person. A group shall be deemed to exist in the events set forth in Section Four of the Securities Market Law, and an individual shall be deemed to control one or more entities or companies, in the events of control set forth in such Section Four.

The voting limitations established in this article shall not prevent all attending shareholders to be computed to determine the attending quorum. Shares deprived of voting rights pursuant to the application of the foregoing paragraphs shall be deducted from the shares in attendance at the Shareholders’ Meeting for purposes of determining the number of shares upon which the majorities needed for the approval of resolutions submitted to the Shareholders’ Meeting shall be calculated.

Article 15 bis.- Special Resolutions

A special qualified majority of 75% of the share capital with voting rights, present or represented at a Shareholders’ Meeting, shall be necessary to approve any of the following matters:

a) Amendments of the Bylaws, including, among others, change of corporate purpose or nature of the business, and increases or reductions of share capital, except if such increase or reduction of capital is mandatory by law;

b) Transformation, merger or spin-off in any of their forms as well as the transfer en bloc of assets and liabilities;

c) Liquidation or dissolution of the Company;

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d) Elimination of preemptive subscription rights in increases of capital in cash;

e) Modification of the managing body of the Company and the number of the members of the board of directors;

d) Appointment by the Shareholders’ Meeting of a directors proposed by one or more shareholders.

Article 16. Implementation of Corporate Resolutions

a) Powers. The Board of Directors shall have powers to implement all Shareholders’ Meeting resolutions without prejudice to any powers delegated or powers of attorney granted in accordance with these Bylaws.

b) Drafting and approval of the minutes. The minutes of the Shareholders’ Meeting may be drawn up and approved in accordance with Article 113 of the Law and signed by the chairman and the secretary. If the Shareholders’ Meeting is held in the presence of a Notary requested to issue the minutes by the Board of Directors, as established in article 114 of the Spanish Corporation Laws, the notarial minutes will be considered to be the minutes of the Shareholders’ Meeting, which minutes therefore need not be approved.

B. BOARD OF DIRECTORS

Article 17. Nature, number of members, and officers

The Board of Directors shall manage, direct and represent the Company, without prejudice of the powers that pursuant to the Law or the Bylaws within the competence of the Shareholders’ Meetings.

The Board of Directors will have a minimum of three and a maximum of fifteen members. The Shareholders’ Meeting shall determine the number and shall appoint its members. The Shareholders’ Meeting may establish such number either by express resolution or indirectly, through the filling or not of vacancies or the appointment or not of new Directors within the minimum and maximum numbers mentioned above.

From among its members the Board of Directors shall appoint a Chairman and may likewise appoint one or several deputy chairmen. It may also appoint from among its members an Executive Committee or one or several Managing Directors, to whom it may grant joint or joint and several powers to represent the Company.

The Board of Directors shall also appoint a secretary, who need not be a board member, and may appoint a vice-secretary who likewise need not be to be a board member.

The Board of Directors shall approve the Regulations governing its organization and procedures.

Article 17 bis.- Qualitative Composition of the Board of Directors

1. It would be deemed as:

a) Executive directors: those directors who perform senior management duties or are top executive employees of the Company. In any case, those directors who have permanent general faculties of the Board of Directors delegated upon them or/and are engaged under senior management contracts or professional services agreements that have as their subject matter the provision of executive services on a full-time basis, will be considered to be executive directors.

b) External dominical directors: those Directors (i) who hold a shareholding is greater than or equal to that legally regarded as significant at any time or who have been appointed in consideration of their status as shareholders, although their shareholding interest does not reach such amount; (ii) or whose appointment has been proposed to the Company by shareholders of the type described in the preceding letter (i).

c) External independent directors: those directors who are not included in any of the preceding categories and that have been appointed because of their personal and professional prestige, their experience and knowledge for the discharge of the position, unrelated to the Company’s significant shareholders or its managers.

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d) Other external directors: those external directors who do not have status as dominical or independent directors.

The Regulations of the Board of Directors may further elaborate upon and develop these concepts.

2. The Board of Directors shall be composed in such a manner that the external or non-executive directors, represent a majority over the executive directors, with the presence of independent directors.

Article 18. Tenure of Office

All Board of Directors members shall be elected for a term of five years and are eligible for re-election for terms of equal duration.

Article 19. Remuneration

1. The Corporate Governance, Appointments and Remuneration Committee shall propose to the Board of Directors, in accordance with the Bylaws and the Corporate Governance, Appointments and Remuneration Regulation: i) the general policy of directors’ and managers’ compensation; ii) the individual compensation of the executive directors and the rest of the content of their contracts and iii) the individual compensation of honorary directors.

2. Directors’ compensation shall consist of an annual fixed amount, on the terms decided by the board of directors, after a proposal of the Corporate Governance, Appointments and Remuneration Committee, within the limits established by the Shareholders’ Meeting for such remuneration.

The remuneration of individual directors may differ depending on the offices they hold and their service on board committees, and shall be compatible with per diem expenses paid for attendance to meetings.

When approving the financial statements, the ordinary Shareholders’ Meeting may amend the limit set on directors’ remuneration and, if not amended, the current limit shall automatically be updated at the beginning of the fiscal year, based on any variation in the total national Consumer Price Index.

The Board of Directors shall establish the exact amount of per diem expenses and individual compensation to be paid to each director, within the limits established by the Shareholders’ Meeting.

Without prejudice to the remuneration set forth above, directors’ compensation may also consist of delivery of stock or stock options, or amounts referenced to share value. Such compensation shall require the approval of the Shareholders’ Meeting which will indicate the number of shares to be awarded, the exercise price for stock options, the value of shares taken as a reference, and the duration of this compensation system.

The Company may arrange civil liability insurance for its directors.

Article 20. Representation of the Company

In accordance with Article 129 of the Law, the Board of Directors shall represent the Company, whether in court or otherwise. Thus it is granted broad powers to manage, direct, administer assets and represent the Company, with the capacity to enter into all types of transactions and contracts to dispose of or acquire absolute ownership of all types of personal or real property, securities, currencies or negotiable instruments. Such broad powers of representation shall consequently extend to mercantile, commercial, or banking transactions, including those generally requiring express powers of attorney, and shall suffice to encumber or mortgage property, reach settlements, acquire interests in other companies, file appeals at both the Supreme Court and Constitutional Court, to confess or to testify in court, or guarantee third-party transactions, with no limitations other than those set forth in the Law.

The Board of Directors may, even when exercising delegated powers, grant and withdraw general or special powers of attorney with the powers it determines, including the power to have other parties substitute for it, or confer such powers, in whole or in part, upon other persons.

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The Board of Directors may not delegate its obligation to render accounts, submit balance sheets to the Shareholders’ Meetings or any powers that the Shareholders’ Meeting may have granted the Board without being expressly authorized to delegate the same.

Article 21. Powers of members of the Board of Directors

Members of the Board of Directors shall have the following powers:

a) Chairman: Represents the Company in court and out of court. He/she may exercise the powers delegated to him/her by the Board of Directors, with authority to grant general powers of attorney for litigation and such special powers of attorney as he/she deems appropriate. He/she shall ensure that the Board of Directors meetings are held in an orderly fashion, issue notices of meeting, and inspect and review all corporate resolutions proposed by any corporate body.

b) Deputy Chairmen: Exercise, as the case may be, all of the powers of the Chairman in the event of the Chairman’s temporary absence or incapacity, or those powers expressly delegated to them by the Chairman.

c) Secretary: Draft minutes, if applicable, of the resolutions adopted by the Board of Directors and at Shareholders’ Meetings, maintaining records and issuing certificates countersigned by the Chairman.

Article 21 bis. Audit Committee

The Board of Directors shall appoint an Audit Committee. The Audit Committee shall have the appropriate functions pursuant to applicable law, the Bylaws and the internal Regulations of the Company, without prejudice to any other function that may be attributed to it by the Board of Directors.

The Audit Committee shall have the number of members to be established by the Board of Directors from time to time, with a minimum of three and a maximum of five members. At least a majority of the Audit Committee members shall be non-executive directors, and they shall likewise meet all other legally-established requirements.

Committee members shall be appointed by the Board of Directors at the proposal of the Chairman and shall cease in their functions when they are no longer Board members or when so decided by the Board of Directors.

The Committee Chairman shall be elected by the Board of Directors from among the committee members who are non-executive directors and who likewise meet the other legally established requirements. The Committee Chairman shall be replaced every four years and may be reappointed one year after his removal.

The members of the Audit Committee shall have a Secretary appointed by the Board of Directors from among the members of that Committee. The Secretary shall draw up the minutes of the Committee meetings in accordance with the terms set forth for the Board of Directors.

The Committee shall meet periodically as appropriate, and at least four times a year, after it is called by its Chairman.

The Audit Committee shall be governed by the same regulations established in the Corporate Bylaws for the Board of Directors, provided that they are compatible with the nature and functions of this Committee.

Artículo 21 ter.- Corporate Governance, Appointments and Remuneration Committee.

The Board of Directors shall organize a Corporate Governance, Appointments and Remuneration Committee, which shall have the functions legally pertaining to it in accordance with the applicable Law, the Bylaws and the internal Regulation of the Company, and any other function that the Board of Directors may attribute to it.

The Corporate Governance, Appointments and Remuneration Committee shall have a minimum of three (3) and a maximum of five (5) external directors, to be established by resolution of the Board of Directors upon a motion from the Chairman.

The Corporate Governance, Appointments and Remuneration Committee may request the attendance of the Company’s Managing Director to its meetings.

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The members of the Corporate Governance, Appointments and Remuneration Committee shall leave their posts when they do so in their capacity as directors or when so resolved by the Board of Directors.

The Chairman and the Secretary of the Committee shall be selected by the Board of Directors from among its members who are independent directors.

Article 22. Board of Directors Meetings

The Board of Directors shall meet at least once every quarter and whenever the Chairman deems this appropriate, or when requested by two or more directors or by the Managing Director. In the latter two cases, the Chairman shall not delay issuing a notice of meeting more than five days after the date that the request is received.

Notice of Board of Directors meetings including the agenda for the meeting shall be issued by the Chairman or his substitute, by fax, telegram, e-mail, or registered mail to each and all of the directors at least seven days prior to the date of the meeting.

Under urgent circumstances and at the Chairman’s discretion, a board meeting may be called without the aforementioned prior notice, indicating the matters to be discussed.

Article 23. Constitution and Quorum at Board of Directors Meetings

A Board of Directors meeting may be validly held when one-half plus one of the members is present or represented by proxy. Any director may appoint another director as his/her proxy. Resolutions shall be passed by the majority vote of the members in attendance. In the event of a tie, the Chairman shall have the casting vote.

The Board of Directors may delegate the power to approve the minutes to two of the directors who may be appointed at the corresponding meeting.

Article 24. Minutes Book

Board of Directors resolutions shall be recorded in the minutes book and signed by the chairman and the secretary or by their substitutes. Certificates of the minutes shall be issued by the Secretary with the approval of the Chairman.

Article 25. Compatibility of Office

Directors may serve the Company in any other capacity, for consideration or otherwise, in the absence of any incompatibility established by law or deemed as such by the Board of Directors.

Directors’ remuneration pursuant to these bylaws shall be compatible with and independent from any other salaries, remuneration, indemnities, pensions or consideration of any type collectively or individually afforded to those members to the Board of Directors who hold any other post or remunerated position of responsibility, whether under an employment contract or otherwise, in the Company or in any other company within its Group as defined in Article 42 of the Commercial Code.

Article 26. Substitutions and Appointments

In the event of the Chairman’s temporary absence or incapacity, the vacancy shall be filled by the deputy chairman, if any, and otherwise by a director appointed by the Board of Directors. With regard to the Secretary, under the same circumstances, a director appointed by the Board of Directors shall assume the Secretary’s functions. When performing such duties the office assumed shall be indicated, followed by the word “interim” and the reason for the substitution.

Until the first Shareholders’ Meeting is held, vacancies on the Board of Directors may be filled provisionally by shareholders appointed by the Board of Directors.

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Article 27. Removal and resignation

In addition to the legal grounds for terminating their term of office, members of the Board of Directors may be removed by the Shareholders’ Meeting or by their own resignation.

Article 28. Remuneration for Delegated Officers

Remuneration for the Chairman, the Deputy Chairman, if any, and the Managing Director shall be fixed and determined by the Board of Directors, after a report of the Corporate Governance, Appointments and Remuneration Committee, without prejudice to any remuneration that they might receive pursuant to Article 19 of these Bylaws.

C. OTHER PERSONS HOLDING POWERS OF ATTORNEY

Article 29. Persons Holding Special Powers of Attorney

The Board of Directors may grant other persons powers of attorney for specific matters, issuing the corresponding notarized powers of attorney.

D.  ANNUAL CORPORATE GOVERNANCE REPORT AND WEBSITE

Article 29 bis. Annual corporate governance report

The Board of Directors, following a report of the Audit Committee, shall annually approve a corporate governance report for the Company which shall include all the specifications legally provided for and any other specifications which the Board of Directors deems appropriate.

The annual corporate governance report shall be approved prior to the publication of the call of the Company’s annual shareholders’ meeting for the fiscal year to which such report refers, and shall be made available to the shareholders together with the rest of documents relating to the Shareholders’ Meeting.

In addition, public notice shall be given of the annual corporate governance report as provided in the Securities Market Law.

Article 29 ter.- Website

The Company shall maintain a website for shareholders’ and investors’ information, which shall include the documents and information provided for by Law, and at least the following:

a) The Bylaws in force.

b) The Shareholders’ Meeting Regulation in force.

c) The Board Regulations in force.

d) The annual report.

e) The current Internal Regulations of Conduct in the Securities Markets.

f) The annual corporate governance reports.

g) The documents related to annual and special shareholders’ meetings, information on the agenda, resolutions proposed by the Board of Directors and any other relevant information that the shareholders may need in order to vote.

h) The information on the proceedings of the Shareholders’ Meetings held, and in particular, on the composition of the Shareholders’ Meeting at the time when it assembled, and the resolutions adopted, with a statement of the number of votes cast and the sense of such votes on each of the proposals included in the agenda.

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i) The existing channels of communication between the Company and the shareholders and, in particular, relevant explanations on the exercise of a shareholder’s right to receive information, indicating the mail and e-mail addresses to which the shareholders may direct their requests.

j) The means and procedures for granting a proxy to attend a Shareholders’ Meeting.

k) The means and procedures for casing votes remotely, including, where applicable, the forms required to evidence attendance and the casting of votes by means of data transmission procedures at the Shareholders’ Meeting.

l) All relevant events of which notice was given to the National Securities Market Commission.

CHAPTER IV
FINANCIAL AND ADMINISTRATIVE PROCEDURES

Article 30. Fiscal Year

The fiscal year shall commence on January 1 and end on December 31.

Article 31. Financial statements and Auditors

1. The Board of Directors, within the period of time established by Law, shall draw up the Company’s Annual Financial Statements, the Management Report and the Proposal for Allocation of Profit and Losses, and, if applicable, the consolidated Financial Statements and the consolidated Management Report.

2. The Company’s Annual Financial Statements and the Management Report, as well as, the consolidated Financial Statements and the consolidated Management Report shall be reviewed by the Auditors.

Article 32. Allocation of Profits/Losses

1. The Shareholders’ Meeting shall resolve upon the allocation of profits or losses in accordance with the approved balance sheet.

2. Once such payments as are provided for by these Bylaws or by Law have been made, dividends may only be distributed against the profits for the fiscal year or against undistributed reserves, if the book value of net assets is not less than the share capital, or does not become so as a result of the distribution.

If there were losses accumulated from previous fiscal years which reduced the referred book value of net assets below the share capital, the profits shall be allocated to off set such losses.

Additionally, profits may not be distributed until the start up expenses, together with research and development expenses and goodwill as stated in the balance sheet are fully written off, unless the amount of unrestricted reserves is, at least, equal to the amount of expenses which have not been written off.

3. Legal reserves shall be provided for in accordance with Article 214 of the Law. Additional provisions shall also be created by deducting 10% of after-tax profits to create a reserve amounting to at least 20% and no more than 50% of the paid up share capital to cover matters determined by the Shareholders’ Meeting. The Shareholders’ Meeting may also establish any voluntary reserves that it considers appropriate.

Article 33. Distribution of profits

1. If there are distributable profits, the Company shall be obliged to resolve upon the payment of a minimum dividend in the event that there were non-voting shares according to the Spanish Corporations Law and these Bylaws.

2. Annual net profits shall be distributed among shareholders in proportion to their holdings, once the company’s obligations have been met, legal, statutory and voluntary reserves, if any, have been allocated, and the Board of Director’s remuneration has been paid, without prejudice of what is established in paragraph 1 above.

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In its dividend distribution resolution, the Shareholders’ Meeting shall establish the payment date and procedure. The Board of Directors may declare interim dividends, subject to the limitations and requirements set forth in the Law.

Article 34. Lapse of dividends

Dividends for a given year that are not received by a shareholder within five years of the dividend payment date shall lapse for the benefit of the Company.

CHAPTER V
DISSOLUTION AND LIQUIDATION

Article 35. Dissolution of the Company

The Company shall be dissolved upon occurrence of any of the events set forth in Article 260 and related articles.

If the Company’s dissolution is due to the value of its net worth having fallen below half of the share capital, dissolution may be avoided by a resolution increasing or reducing share capital in accordance with the provisions of Article 260.1.4 of the Law.

Article 36. Liquidation Procedures

After the Shareholders’ Meeting has resolved to dissolve the Company, at the proposal of the Board of Directors, it shall open the liquidation period, appoint one or more liquidators in an odd number, and define their powers.

This appointment shall terminate the powers of the Board of Directors.

During the liquidation period the Shareholders’ Meeting shall enjoy the same powers as it exercised during the normal life of the Company and shall specifically have the power to approve the financial statements and the final liquidation balance sheet.

Article 37. Remuneration of liquidators

Upon appointment of the liquidators, the Shareholders’ Meeting shall establish the fees or remuneration to be paid to the liquidators for their services.

Article 38. Liquidation Procedures

Without prejudice to what is established under Article 277 of the Spanish Corporations Law, in general, all shares (Class A ordinary shares and Class B non-voting convertible shares) shall have the right to the same liquidation quota, if any.

Notwithstanding the above, holders of Class B non-voting convertible shares shall have the right, in the terms of Article 91.3 of the Spanish Corporations Law, to obtain refund of the then current stated value before any amount is distributed to the rest of the shares in the event of liquidation of the company, if the liquidation quota of all the shares were lower than 7.331378 euros or the then current stated value of the Class B non-voting convertible shares, as provided in Article 6 of these By-laws.

The provisions of the Law shall apply to all other matters not addressed herein.

CHAPTER VI

APPLICABLE LAW

Article 39

The provisions of the Spanish Corporations Law and the Securities Market Law shall be observed and applied in any matters not addressed in these Bylaws.

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CHAPTER VII

NEUTRALIZATION OF LIMITATIONS IN THE EVENT OF PUBLIC
TENDER OFFERS

Article 40.- Removal of voting limitations

The limitation on the maximum number of votes that may be cast by a single shareholder contained in article 15 of these Bylaws shall have no effects upon occurrence of the following circumstances:

a) When the Company is the target of a public tender offer aimed at the share capital as a whole and

b) as result of the public tender offer, the party launching the offer had acquired an interest equal or higher than 75% of the capital providing voting rights of the Company.

Article 41.- Effectiveness of the Removal

1. The removal of the limitations mentioned in the above paragraph shall be effective from the date of the publication of the settlement of the offer in the Listing Bulletin [Boletín de Cotización] of the Stock Markets at which the securities of the Company were traded.

2. The Directors of the Company shall have the power and the duty to execute the corresponding public instrument formalizing the by-law amendment referred to in the paragraph one above and to seek registration thereof with the Commercial Registry.

Article 42.- Amendments to Articles in Chapter VII

All resolutions intended to eliminate or amend the provisions contained in this Chapter shall require the affirmative vote of 75% of the voting share capital in attendance, present or represented, at a Shareholders’ Meeting.

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