AGM Resolutions

Telefonica SA
22 April 2008





TELEFONICA, S.A., as provided in article 82 of the Spanish Stock Market Act
(Ley del Mercado de Valores) hereby informs of the following:





                               SIGNIFICANT EVENT





The Annual General Shareholders' Meeting of TELEFONICA, S.A. held at second
call today, April 22nd, 2008, with the participating of 96,856 shareholders,
present or represented, holding 2,726,217,639 shares representing 57.11% of the
share capital of the Company, has approved by an absolute majority of votes (an
average of 95.52% of the shares at the Meeting placed votes in favor) all the
draft resolutions submitted by the Board of Directors for deliberation and vote
by the General Shareholders' Meeting.

The full text of the draft resolutions is attached to this report.





Madrid, April 22nd, 2008
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FULL TEXT OF THE PROPOSALS



                      ANNUAL GENERAL SHAREHOLDERS' MEETING

                     OF 'TELEFONICA, S.A.' - YEAR 2008 -



    PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS TO THE GENERAL
                             SHAREHOLDERS' MEETING



                                                              21 / 22 April 2008



Proposal regarding Item I on the Agenda: 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.



         A. To approve the Individual Annual Accounts (Balance Sheet, Profit and
            Loss Statement and Notes), the Consolidated Financial Statements
            -Consolidated Annual Accounts- (Balance Sheet, Income Statement,
            Cash Flow Statement, Statement of Recognized Income and Expense, and
            Notes), and the Management Reports of Telefonica, S.A. and its
            Consolidated Group of Companies for the Fiscal Year 2007 (ended
            December 31 of such year), as drawn up by the Board of Directors of
            the Company at its meeting on February 27, 2008, as well the
            management performed by the Board of Directors of Telefonica, S.A.
            during such Fiscal Year.

            In the Individual Annual Accounts, the Balance Sheet as of December
            31, 2007 reflects assets and liabilities in the amount of 83.159
            million Euros each, and the Profit and Loss Account as of the end of
            the fiscal year reflects positive results of 6.620 million Euros.

            In the Consolidated Financial Statements (Consolidated Annual
            Accounts), the Balance Sheets as of December 31, 2007 reflect
            assets, and equity and liabilities in the amount of 105.956 million
            Euros each, and the Income Statement as of the close of the Fiscal
            Year reflects positive results of 8.908 million Euros.

         B. To approve the following Distribution of Telefonica, S.A's Profit
            from Financial Year 2007:

                    To use the profit obtained by Telefonica, S.A. in Financial
                    Year 2007, adding up to €6,619,861,136.05 as follows:
                      • €1,651,746,290.95 to pay an interim dividend (fixed
                        sum of €0.35 gross per share for the total of
                        4,773,496,485 shares comprising the Company's share
                        capital, with the right to receive it. The said dividend
                        was fully paid out on November 14th 2007).

                      • A maximum of €1,909,398,594.00 to pay a final dividend
                        (maximum amount to be distributed equal to €0.40 gross
                        per share for the total of 4,773,496,485 shares
                        comprising the Company's share capital).

                      • The remaining profit (a minimum of €3,058,716,251.10)
                        to the Voluntary Reserve.


            The payment of the final dividend shall be made on May 13th, 2008
            through the Entities participating in 'Sociedad de Gestion de los
            Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.'
            (IBERCLEAR), the Spanish securities registrar, clearing and
            Settlement Company.

            The gross amounts paid shall be subject, where appropriate, to the
            withholdings required by the applicable legislation from time to
            time.


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Proposal regarding Item II on the Agenda: Re-election, ratification and
appointment, if appropriate, of Directors:

II.1 To re-elect as an external Director Mr. Fernando de Almansa Moreno-Barreda,
appointing him for a new period of five years.

II.2 To ratify the interim appointment as a Director of the Company, as
previously approved by the Board of Directors, of Mr. Jose Maria Abril Perez,
appointing him as a proprietary Director for a period of five years, pursuant to
the provisions of Law and the By-Laws.

Mr. Jose Maria Abril Perez was appointed as a Director on an interim basis by
resolution of the Board of Directors on July 25th, 2007 to fill the vacancy
produced by the resignation of Mr. Gregorio Villalabeitia Galarraga.

II.3 To ratify the interim appointment as a Director of the Company, as
previously approved by the Board of Directors, of Mr. Francisco Javier de Paz
Mancho, appointing him as an independent Director for a period of five years,
pursuant to the provisions of Law and the By-Laws.

Mr. Francisco Javier de Paz Mancho was appointed as a Director on an interim
basis by resolution of the Board of Directors on December 19th, 2007 to fill the
vacancy produced by the resignation of Mr. Enrique Used Aznar.

II.4 To ratify the interim appointment as a Director of the Company, as
previously approved by the Board of Directors, of Ms. Maria Eva Castillo Sanz,
appointing her as an independent Director for a period of five years, pursuant
to the provisions of Law and the By-Laws.

Ms. Maria Eva Castillo Sanz was appointed as a Director on an interim basis by
resolution of the Board of Directors on January 23rd, 2008 to fill the vacancy
produced by the resignation of Mr. Antonio Viana-Baptista.

II.5 To ratify the interim appointment as a Director of the Company, as
previously approved by the Board of Directors, of Mr. Luiz Fernando Furlan,
appointing him as an independent Director for a period of five years, pursuant
to the provisions of Law and the By-Laws.

Mr. Luiz Fernando Furlan was appointed as a Director on an interim basis by
resolution of the Board of Directors on January 23rd, 2008 to fill the vacancy
produced by the resignation of Mr. Maximino Carpio Garcia, previously filled by
Mr. Manuel Pizarro Moreno, whom resigned on January 23rd 2008.

Furthermore, the ratification of any interim appointments of Directors that may
have been approved by the Board of Directors since the call to the General
Shareholders' Meeting and the meeting event will be proposed, if applicable.
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Proposal regarding Item III on the Agenda: Authorization to acquire the
Company's own shares, either directly or through Group Companies.

     A. To authorize, pursuant to the provisions of Sections 75 et. seq. and the
        first additional provision, paragraph 2, of the current Spanish
        Companies Act (Ley de Sociedades Anonimas), the derivative acquisition,
        at any time and as many times as deemed appropriate, of Telefonica,
        S.A.'s own fully paid-in shares -either directly or through any
        subsidiaries it controls- by purchase or by any other legal means of
        consideration.

        The minimum acquisition price or consideration shall be equal to the par
        value of the shares acquired, and the maximum price or consideration
        shall be equal to the listing price of the shares acquired on an
        official secondary market at the time of acquisition.

        Such authorization is granted for a period of 18 months from the date of
        this Meeting and is made expressly subject to the limitation that at no
        time may the nominal value of the Company's shares acquired through the
        use of this authorization, added to those already possessed by
        Telefonica, S.A. and any of its controlled subsidiaries, exceed 5
        percent of the share capital thereof at the time of acquisition, and the
        limitations established by the regulatory authorities in the markets
        where shares of Telefonica, S.A. are admitted for listing must also be
        respected.

        It is expressly stated for the record that the authorization to acquire
        the Company's own shares may be used in whole or in part for the
        acquisition of shares of Telefonica, S.A. that it must deliver or
        transfer to administrators or employees of the Company or companies
        within its Group, either directly or as a result of the exercise by them
        of options, all within the framework of duly approved compensation
        systems linked to the listing price of the Company's shares.

     B. To authorize the Board of Directors, upon the broadest terms possible, to
        exercise the authorization covered by this resolution and to carry out
        the other provisions hereof, and such powers may be delegated by the
        Board of Directors to the Executive Commission, the Executive Chairman
        of the Board of Directors, the Chief Operating Officer, or any other
        person that the Board of Directors expressly authorizes for such
        purpose.

     C. To rescind the unutilized portion of the authorization granted under item
        III of the Agenda of the Company's General Shareholders' Meeting of May
        10th, 2007.


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Proposal regarding Item IV on the Agenda: Reduction of the share capital through
the cancellation of shares of treasury stock, excluding creditors' right to
object, and amendment of the article of the By-Laws relating to the share
capital.



     A. To reduce the share capital of the Company by the amount of 68,500,000
        euros, by means of the cancellation of 68,500,000 shares of the
        Company's treasury stock, which were previously acquired in reliance on
        the authorization previously granted by the shareholders at the General
        Shareholders' Meeting, within the limits established in Sections 75 et
        seq. and in additional provision 1, paragraph 2, of the Spanish
        Companies Act. Accordingly, Article 5 of the By-Laws regarding the
        amount of the share capital is hereby amended and shall henceforth read
        as follows:

        'Article 5.- Share capital

                1. The share capital is 4,704,996,485 euros, divided into
                4,704,996,485 common shares of a single series, with a par value
                of one euro each, fully paid in.

                2. The shareholders at the General Shareholders' Meeting may,
                complying with the requirements and within the limits legally
                established for such purpose, delegate to the Board of Directors
                the power to increase the share capital.'

        The reduction of the share capital is made with a charge to
        discretionary reserves, cancelling the corresponding amount of the
        restricted reserve mentioned in Section 79.3 of the Spanish Companies
        Act, and funding a reserve due to capital reduction in the amount of
        68,500,000 euros (an amount equal to the par value of the cancelled
        shares) which may only be used complying with the same requirements as
        those established for the reduction of the share capital, pursuant to
        the provisions of item 3 of Section 167 of the Spanish Companies Act.
        Accordingly, as provided therein, the creditors of the Company shall not
        have the right to object mentioned in Section 166 of the Spanish
        Companies Act in connection with the capital reduction resolved to be
        made.

        The reduction does not involve a return of contributions, since the
        Company itself is the owner of the cancelled shares. The purpose of the
        reduction will thus be to cancel the shares of treasury stock.

        It is stated for the record, in order to comply with the provisions of
        Section 289.1 of the Spanish Companies Act, that the consent of the
        Bondholders Syndicates (Sindicatos de Obligacionistas) for the
        outstanding issues of debentures and bonds is not required since the
        capital reduction resolved to be made does not reduce the original ratio
        between the sum of capital plus reserves and the amount of the
        debentures pending repayment.

     B. To authorize the Board of Directors, within one year from the date of
        adoption of this resolution, to determine the other matters that have
        not been expressly established in this resolution or that are a result
        hereof, and to adopt the resolutions, take the actions and execute the
        public or private documents that may be necessary or appropriate for the
        full implementation of this resolution including, without limitation,
        the publication of the legally required notices, the making of the
        appropriate applications and the giving of the appropriate notices
        required to delist the cancelled shares; such powers may be delegated by
        the Board of Directors to the Executive Commission, the Executive
        Chairman of the Board of Directors, the Chief Operating Officer, or to
        any other person expressly authorized by the Board of Directors for such
        purpose.


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Proposal regarding Item V on the Agenda: Appointment of the Auditors of the
Company for the Fiscal Year 2008.

    According to the proposal made by the Audit and Control Committee, the Board
of Directors submits the following resolution to the approval of the General
Shareholders' Meeting

    Appoint Ernst & Young, S.L. as Auditor for the accounts of Telefonica, S.A.
and its' Consolidated Group of Companies for the Fiscal Year 2008. Ernst &
Young, S.L. is registered in Madrid, at Plaza Pablo Ruiz Picasso, 1, and its tax
code is B-8970506.
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Proposal regarding Item VI on the Agenda: Delegation of powers to formalize,
interpret, cure and carry out the resolutions adopted by the Shareholders at the
General Shareholders' Meeting.

To jointly and severally authorize the Executive Chairman, the Chief Operating
Officer, the Secretary and the Deputy Secretary of the Board of Directors, such
that, without prejudice to any other delegations included in this foregoing
resolutions and any powers-of-attorney to convert existing resolutions into
public instruments, any of them may formalize and execute the foregoing
resolutions, with the power for such purpose to execute the public or private
documents that are necessary or appropriate (including those of interpretation,
clarification, correction of errors and the curing of defects) for the most
correct performance thereof and for the registration thereof, to the extent
required, with the Commercial Registry (Registro Mercantil) or any other Public
Registry.




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