Report on ONO Midco, SAU and its subsidiaries as of December 31 ...

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Name John Hahn ........................................................................................................................................................................... Chairman Joshua Steiner (1) ................................................................................................................................................................... Member Robert Coallier (representing Particitel International Limited Partnership) ....................................................................... Member Tony Ball ............................................................................................................................................................................ Member Eduardo Serra ..................................................................................................................................................................... Member Juan Luis Delgado .............................................................................................................................................................. Secretary José María Castellano ......................................................................................................................................................... Observer Rosalía Portela .................................................................................................................................................................... Observer (1) On March 8, 2012, Mr. Steiner was replaced by Mr. Peter Ezersky as member of the Remuneration and Appointment Committee Audit and Compliance Committee GCO’s audit and compliance committee is comprised of five members of its Board of Directors and ruled by the Committee’s Regulations as approved in December 2005. It meets regularly and its purpose is to oversee the ONO Group’s internal controls and audit policies, among others. Decisions taken by this committee are then recommended to the Board of Directors of GCO for their approval or amendment. Name The following table shows the members of GCO’s Audit and Compliance Committee as of December 31, 2011: Diego L. Lozano (representing Val Telecomunicaciones) ..................................................................................................... Chairman Soren Oberg ........................................................................................................................................................................... Member Tom Walker ........................................................................................................................................................................... Member Felipe Blanco ......................................................................................................................................................................... Member José Luis Nueno ..................................................................................................................................................................... Member Amalia Pelegrín (1) ................................................................................................................................................................... Secretary José María Castellano ............................................................................................................................................................ Observer Rosalía Portela ....................................................................................................................................................................... Observer (1) On March 8, 2012, Ms. Pelegrín was replaced by Mr. Jose Antonio Fernandez as secretary of the Audit and Compliance Committee Senior Management of GCO, Cableuropa and ONO Midco The following table lists certain members of our senior management team as of the date hereof. Name Age Title Title Title Member of Management since José María Castellano ........................... 64 President 2008 Rosalía Portela ...................................... 60 Chief Executive Officer 2009 Carlos Sagasta ....................................... 41 Chief Financial Officer 2010 Guillermo Mercader .............................. 41 Director of Residential 2010 Víctor Guerrero ..................................... 42 Director of Business 2006 Paul Kearney ......................................... 47 Director of Networks and Technology 2007 Carlos Moreno ...................................... 43 Director of Information Systems 2000 Rafael Brull ........................................... 45 Director of Innovation and On-Line Channel 2010 Antonio de la Fuente ............................. 40 Director of Human Resources 2009 Juan Luis Delgado ................................ 42 General Counsel & Secretary of the Board 1997 Set forth below are the biographies of each of these senior managers, other than those provided above: Carlos Sagasta is our Chief Financial Officer. Prior to joining Cableuropa in April 2010, Mr. Sagasta held the position of Financial Director and Controller of Abertis Telecom for over five years. In 2003, he assumed the role of Planning and Control Director at Retevisión Audiovisual (the main business unit of Abertis Telecom). Mr. Sagasta holds a degree in Business Administration and Finance from the University of Saint Louis (Missouri) and an MBA in Finance and Strategy from The Anderson School of UCLA (California). Guillermo Mercader is our Director of Residential and has held this position since January 2010. He was Chief Executive Officer of Ya.com, where he worked for seven years. Subsequently, when Ya.com was incorporated to Orange, Guillermo held the position of Managing Director of Home. He has also held senior positions in other companies, such as Wella and Coopers & Lybrand. He holds a bachelor’s in Business, Law and a Masters in Financial Markets from the Universidad Autónoma of Madrid. 76
Víctor Guerrero is our Director of Business. From July 2006 to January 2009, Mr. Guerrero was our Regional Director for the Andalucía Oriental cluster. Previously, he was International Controller, Director of Portugal and of the United Kingdom, and Managing Director of the international business of Telepizza, a fast food company in Spain. He holds a degree in Economics from ETEA—Universidad de Córdoba, Spain and an MBA from Instituto de Empresa, Madrid. Paul Kearney is our Director of Networks and Technology. Mr. Kearney joined ONO in June 2007 from Netia (a fixed line operator in Poland), where he was Chief Technology Officer. Previously, he held various management positions in the telecommunications sector in the United Kingdom and Spain and has 25 years of experience in the sector. He holds a Diploma in Engineering from the Dundalk Institute of Technology and a MSc in Telecommunications Business from University College London. Carlos Moreno is our Director of Information Systems and has held this position since 2000. Prior to joining ONO, he worked as internet Consulting Area Director and as project consultant in the Defense sector for Thomson-CSF. Previously, he worked as a consultant in Spain and Portugal and as a project development engineer in Paris for Marben (Grupo ATOS). He holds a Master of Science in Communications Systems from University College of Swansea. Rafael Brull is our Director of Innovation and On-Line Channel. Mr. Brull was Director of Portals, Services and Operations at Ya.com and continued in such position after the company merged with Orange. Previously, he also held several positions in different internet companies. He holds a Bachelors in Philosophy and an executive degree in e-business from the Universidad of Alcalá de Henares. Antonio de la Fuente is our Director of Human Resources. Mr. De la Fuente joined ONO in 2004 as Labor Relations and Risks Prevention Director. Prior to joining ONO, he worked in the Legal Advisory Department of Vodafone Spain where he was Labor Manager. He also worked as Labor Advisor in DLF Consultants. He is a graduate in Law from the Universidad Complutense of Madrid, has a post graduate diploma in Labor, Social Security Law and Labor Risk Prevention and is a member of the Royal Academy of Jurisprudence and Legislation. Juan Luis Delgado is our General Counsel and the Secretary of the Board of ONO. Mr. Delgado joined the company in November 1997 as manager for corporate development within the General Counsel area. Subsequently, Juan Luis was deputy General Counsel for over five years until being appointed Secretary of the Board. Previously, he worked as a lawyer specializing in commercial affairs in a private law firm in Madrid. Mr. Delgado holds a Bachelors in Law from the University of Salamanca and a Masters in legal assessment from the I.E. Business School. Compensation The total compensation paid to the GCO Board of Directors in 2011 amounted to €2.3 million. The total compensation accrued by senior management in 2011 amounted to €2.4 million. There are no service contracts or severance benefits for any of our directors with GCO or the ONO Group upon termination of employment (other than service contracts customarily provided with respect to directors). Share Ownership None of our other directors and members of our administrative, supervisory or management bodies directly holds any ordinary shares of Cableuropa, ONO Midco or GCO. Senior Management Incentive Plan In May 2011, we introduced a long-term incentive plan for certain members of our senior management (the “Incentive Plan”). The Incentive Plan provides for cash payments to Incentive Plan participants upon the occurrence of certain events, including a sale of a substantial stake in the ONO Group to a third party, a flotation of shares of a company that is part of the ONO Group or a change of control. The amount of payments under the Incentive Plan are calculated based on formulas tied to increases in the valuation of the ONO Group. The Incentive Plan expires on December 31, 2017 or upon the occurrence of the last payment due thereunder. 77
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Report on ONO Midc
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• Operating free cash flow do not
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• the effect of changes in the re
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CONTENTS INFORMATION ON THE COMPANY
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RECENT DEVELOPMENTS Key operating e
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SUMMARY FINANCIAL INFORMATION AND O
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Reconciliation of EBITDA, operating
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RISK FACTORS In addition to other i
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We do not expect to generate suffic
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RISKS RELATING TO OUR BUSINESS We m
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altogether. In addition, the broadb
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evenues could be adversely affected
Page 25 and 26: • Regulations relating to accessi
Page 27 and 28: Wholesale & Other: We provide carri
Page 29 and 30: espectively), which stands in contr
Page 31 and 32: Our Products and Services We curren
Page 33 and 34: We offer all our broadband customer
Page 35 and 36: services, ranging from simple fixed
Page 37 and 38: coming years. For example, in June
Page 39 and 40: technology, although depending on O
Page 41 and 42: Supplier Network Equipment Next Gen
Page 43 and 44: not belonging to a group (following
Page 45 and 46: Telecommunications Law, the MIET ha
Page 47 and 48: The right to provide electronic com
Page 49 and 50: As holders of spectrum concessions
Page 51 and 52: A general provision against anticom
Page 53 and 54: programs and content in order to in
Page 55 and 56: SELECTED HISTORICAL CONSOLIDATED FI
Page 57 and 58: MANAGEMENT’S DISCUSSION AND ANALY
Page 59 and 60: aggregate price of these services p
Page 61 and 62: Residential Services Residential re
Page 63 and 64: Operating data in units % change Fi
Page 65 and 66: Operating Expenses Our operating ex
Page 67 and 68: Net Financial Expense Our net finan
Page 69 and 70: Cash flows from investing activitie
Page 71 and 72: Currency Risk While the vast majori
Page 73 and 74: MANAGEMENT DIRECTORS AND SENIOR MAN
Page 75: Starman AS, Elipso Finance and Vest
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Page 85 and 86: Maturity: Tranche A and Tranche B m
Page 87 and 88: the event that at the end of each C
Page 89 and 90: Senior Secured Notes On October 22,
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