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Market Information

Market Information. November 2, 2005. TENDER OFFER OVER SOGECABLE. TRANSACTION OVERVIEW. Offer concerns 26.712.926 shares representing 20% of SOGECABLE share capital 37 euros per share offered: 17.3% premium over 11/01/05 closing price

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Market Information

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  1. Market Information November 2, 2005

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

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

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

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

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