AGM calling
Telefonica SA
27 February 2008
TELEFONICA S.A., as provided in article 82 of the Spanish Securities Market
Act (Ley del Mercado de Valores), hereby reports the following
SIGNIFICANT EVENT
The Board of Directors of TELEFONICA, S.A., at its meeting held today, has
unanimously resolved to call the Annual General Shareholders' Meeting to be held
in Madrid, at the Recinto Ferial de la Casa de Campo, Pabellon de Cristal,
Avenida de Portugal, s/n, at -----12:00 pm on April 22nd , 2008, on second call,
if the legally required quorum is not reached and therefore the Meeting cannot
be held on first call, on April 21st, 2008 at the same place.
The Agenda of the Annual General Shareholders' Meeting, that has been approved
in the aforesaid Board's meeting, is the following:
AGENDA
I. Examination and approval, if appropriate, of the Individual Annual
Accounts, of the Consolidated Financial Statements (Consolidated Annual
Accounts) and of the Management Report of Telefonica, S.A. and its Consolidated
Group of Companies, as well as of the proposed allocation of profits/losses of
Telefonica, S.A. and of the management of its Board of Directors, all with
respect to Fiscal Year 2007.
II. Re-election, ratification, and appointment, as applicable, of
Directors:
II.1 Re-election of Mr. Jose Fernando de Almansa Moreno-Barreda.
II.2 Ratification of the interim appointment of Mr. Jose Maria
Abril Perez.
II.3 Ratification of the interim appointment of Mr. Francisco
Javier de Paz Mancho.
II.4 Ratification of the interim appointment of Mrs. Maria Eva
Castillo Sanz.
II.5 Ratification of the interim appointment of Mr. Luiz Fernando
Furlan.
III. Authorization to acquire the Company's own shares, either directly or
through Group Companies.
IV. Reduction in share capital by means of the repurchase of the Company's
own shares, with the exclusion of creditors' right to challenge the repurchase,
and revising the text of the article of the By-Laws relating to share capital.
V. Designation of the Accounts Auditor for the 2008 financial year.
VI. Delegation of powers to formalize, interpret, cure and carry out the
resolutions adopted by the Shareholders at the General Shareholders' Meeting.
Likewise, upon the prior favourable report of the Nominating, Compensation and
Corporate Governance Committee, the Board has appointed Mr. Alfonso Ferrari
Herrero as new member of the Audit and Control Committee, and Mr. Peter Erskine
as new member of the Nominating, Compensation and Corporate Governance
Committee.
Madrid, February 27th , 2008.
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