Telefonica SA
27 February 2003
'TELEFONICA, S.A.', in accordance with that stated in article 82 of the
Spanish Stock Market Law ( Ley del Mercado de Valores) hereby informs of the
following:
SIGNIFICANT EVENT
The Board of Directors of Telefonica, SA., at its meeeting held on Februay 26th,
2003, has unanimously resolved to call the Annual General Shareholder' Meeting
to be held in Madrid on April 10th and 11th, 2003, at first and second call
respectively. As on previous occasions, the aforementioned Meeting is expected
to be held at second call.
The Agenda of the Annual General Shareholders' Meeting is the following:
I. Examination and approval, if applicable, of the Annual Accounts and
Management Report of 'Telefonica, S.A.' and its Consolidated Group of
Companies, as well as the proposal for the application of the results of
Telefonica, S.A., offsetting losses against reserves, and that of the
management of the Company's Board of Directors, all corresponding to fiscal
2002.
II. Distribution of dividends charged to reserves.
III.Reelection, ratification and, if applicable, appointment of Directors.
IV. Designation of the Accounts Auditor for the 2003 fiscal year
V. Authorization for the acquisition of treasury stock, directly or through
Group companies.
VI. Delegation of powers to the Board of Directors for the issuance of
debentures, bonds, promissory notes and other fixed income securities, be
they simple, exchangeable and/or convertible and in this last case
empowering the Board the right to exclude the shareholders' preemptive
subscription rights, as well as those of the holders of convertible
securities, and also granting the Board the power to guarantee issuances of
Company subsidiaries.
VII. Reduction of share capital through the amortizing of treasury stock, with
the exclusion of the right to opposition by creditors, through the
redrafting of the article in the by-laws that refers to the stock capital.
VIII. Ammending of article 28 of the Company's by-laws (transparency and public
announcement of the remuneration to Directors) and the drawing up of a new
31 bis article (Audit and Control Committee of the Board of Directors)
IX. The setting of the annual remuneration to be received by the Directors, in
their entirety, in accordance with article 28.1 of the by-laws.
X. Delegation of powers for the formalizing, interpreting, correcting and
executing of the resolutions adopted by the Annual General Shareholders'
Meeting.
Madrid, February 27th, 2003
This information is provided by RNS
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