AGM Results

Telefonica SA
11 April 2003

                            ANTONIO J. ALONSO UREBA

                          Director, General Secretary

                    and Secretary of the Board of Directors

                               TELEFONICA S.A.




'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




Whereas the Annual General Shareholders' Meeting of Telefonica, S.A., held at
second call today, April 11th, 2003, with the participation of 122,151
shareholders, present or represented, holding 2,017,323,651 shares representing
40.6893% of the share capital of the Company, approved by a sufficient majority
of capital all the draft resolutions submitted by the Board of Directors for
deliberation and vote by the Company in General Meeting.


In respect of item one on the Agenda, the General Meeting resolved to approve
the Annual Accounts (Balance Sheet, Profit and Loss Account and Notes to the
Accounts) and the Management Reports of Telefonica, S.A. and its Consolidated
Group of Companies for the year 2002 (ended on December 31st, 2002), as prepared
by the Board of Directors of the Company at its meeting on February 26th, 2003,
and the management of the Company by the Board of Directors of Telefonica, S.A.
during that year. The General Meeting also resolved to offset the losses of
4,478.69 million euros made by Telefonica, S.A. in 2002 against the 1996
Revaluation reserves (1,316.67 million euros), Voluntary reserves (1,645.80
million euros) and the Additional Paid- in capital reserve (1,516.22 million
euros).


In respect of item two on the Agenda, the General Meeting resolved:


 a. to re-elect the Director Mr Miguel Horta e Costa for a new term of five
    years;


 b. to confirm the appointment of the Director Mr Jose Fernando de Almansa
    Moreno- Barreda by cooption by the Board of Directors on February 26th, 2003
    to fill the vacancy arising due to the resignation of Mr Luiz F. Furlan, and
    to appoint the aforementioned Mr Jose Fernando de Almansa Moreno- Barreda as
    a Director of Telefonica, S.A. for a five-year term; and


 c. to appoint Mr Jesus Maria Cadenato Matia and Mr Jose Fonollosa Garcia as
    Directors of Telefonica, S.A. for a five- year term to replace Mr Jose
    Ignacio Goirigolzarri Tellaeche and Mr Jose Maldonado Ramos, who resigned as
    directors with effect from this General Meeting, and who were thanked for
    their services to the Company.


In respect of item three on the Agenda, the General Meeting resolved to appoint
'Deloitte & Touche Espana, S.L.' (formerly 'Deloitte Espana, S.L.' and prior to
that, 'Arthur Andersen y Cia. S.Com') as Company auditors to audit the Annual
Accounts and Management Reports of Telefonica, S.A. and its Consolidated Group
of Companies for the year 2003.






In respect of item four on the Agenda, the General Meeting resolved to grant
powers to the Board of Directors for a period of 18 months to acquire own shares
of the Company, with a price of at least the face value of the shares acquired
and no more than the listed price at the time of acquisition.


In respect of item five on the Agenda, the General Meeting resolved to delegate
to the Board of Directors power to issue simple, exchangeable and/or convertible
bonds, promissory notes and other fixed income securities, and power to
guarantee issues by subsidiaries.


In respect of item six on the Agenda, the General Meeting approved the reduction
in share capital by means of the redemption of own shares representing
approximately two percent of the share capital, with exclusion of the creditors'
right of objection.


In respect of item seven on the Agenda, the General Meeting approved the
amendment of article 28 of the By- laws (Directors' Remuneration), the insertion
of a new article 31 bis (Audit and Control Committee) and of a new article 35.4
(Application of Results).


In respect of item eight on the agenda, the General Meeting resolved, for the
purposes of the new article 28.1 of the By-laws, to set the overall maximum
gross annual remuneration payable by the Company to its Directors at six (6)
million euros, which figure would remain in force until such time as the General
Meeting of Shareholders resolved to alter it.


In respect of item nine on the Agenda, the General Meeting approved the cash
distribution of 0.25 euros per share to each share of the Company in
circulation, payable in two instalments, one, of 0.13 euros per share, on July
3rd, 2003 and the other, of 0.12 euros per share, payable on October 15th, 2003.
The General Meeting also approved a distribution in kind consisting of the
transfer to the shareholders of the Company of shares representing up to thirty
percent of the share capital of Antena 3 de Television, S.A.


The full text of the draft resolutions submitted by the Board of Directors to
the Annual General Shareholders' Meeting and approved by the latter is attached.




                                                        Madrid, April 11th, 2003




















Point I on the Agenda of Meeting:


 A. Approval of the Annual Accounts (Balance Sheet, Profit & Loss Statement, and
    Notes to the Accounts) and Management Reports of 'Telefonica, S.A.' and its
    Consolidated Group of companies corresponding to fiscal 2002 (closed on
    December 31st of said year) as drawn up by the Board of Directors of the
    Company at its Meeting held of February 26th, 2003, as well as the Company
    management performed by the Board of Directors of Telefonica, S.A. during
    said fiscal year.


    In the Individual Accounts, the Balance Sheet as of December 31st, 2002
    reflects assets and liabilities in the amount of 50,129.72 million Euros
    each, and the Profit & Loss Statement, as of the end of the fiscal year,
    reflects a negative result for an amount of 4,478.69 million Euros.


    In the Consolidated Accounts, the Balance Sheet, as of December 31st, 2002,
    reflects assets and liabilities for an amount of 68,041.29 million Euros
    each, and the Profit & Loss Statement, as of the close of the fiscal year,
    reflects a negative result in the amount of 5,576.80 million Euros.


 B. The offsetting of the negative result registered by 'Telefonica, S.A.' for
    the fiscal year 2002 in the amount of 4,478.69 million Euros, to be charged
    to 1996 Revaluation Reserves ( 1,316.67 million Euros), to Voluntary
    Reserves (1,645.80 million Euros) and to the reserves from Additional
    paid-in capital (1,516.22 million Euros).




Point II on the Agenda of Meeting


 A. Re-election of the Director Mr. Miguel Horta e Costa for an additional
    five-year term.


 B. Ratification of the appointment by cooptation of the Director Mr. Jose
    Fernando de Almansa Moreno- Barreda, by resolution of the Board dated
    February 26th, 2003, to cover the vacancy resulting from the resignation of
    Mr. Luiz F. Furlan, appointing the aforementioned Jose Fernando de Almansa
    Moreno-Barreda Director of the Company for a period of five years .


 C. To appoint Mr Jesus Maria Cadenato Matia and Mr Jose Fonollosa Garcia as
    Directors of Telefonica, S.A. for a five- year term to replace Mr Jose
    Ignacio Goirigolzarri Tellaeche and Mr Jose Maldonado Ramos, who resigned as
    directors with effect from this General Meeting, and who were thanked for
    their services to the Company.




Point III on the Agenda of Meeting


To designate the company 'Deloitte & Touche Espana, S.L.' (formerly 'Deloitte
Espana, S.L.' and prior to that, 'Arthur Andersen y Cia. S.Com') as Accounts
Auditor for the verification of the Annual Accounts, and the Management Reports
of 'Telefonica, S.A.' and its Consolidated Group of Companies, corresponding to
fiscal year 2003.


Point IV on the Agenda of Meeting


 A. To authorize, as set forth in Article 75 et seq of the current Spanish Law of
    Corporations (Ley de Sociedades Anonimas), the acquisition, at any moment
    and as many times as considered necessary by 'Telefonica, S.A.' - either
    directly, or through any of the subsidiary companies of which it is the
    dominant company - of the Company's treasury stock, through a purchase-sale
    or by any other legal compensation.


    The minimum acquisition price or compensation will be equivalent to the
    nominal value of the treasury stock acquired and the maximum acquisition
    price or compensation will be equal to the market value of the treasury
    stock on an official secondary market at the time of the acquisition.


    Said authorization is granted for a period of 18 months reckoned from the
    date of the holding of the current Annual General Shareholders'Meeting, and
    is expressly subject to the limitation that, at any time, the nominal value
    of the treasury stock acquired under this authorization, added to those
    already held by 'Telefonica, S.A.' and any of the controlled subsidiary
    companies, may exceed 5 percent of the share capital at the time of the
    acquisition, respecting the limitations set for the acquisition of treasury
    stock as imposed by the regulatory authorities of the markets on which
    'Telefonica , S.A.' shares are quoted.


    It is expressly noted that the authorization granted for the acquisition of
    treasury stock can be used wholly or partially for the acquisition of these
    shares of 'Telefonica, S.A.', and that the Company must deliver or transfer
    to its directors or workers, or to those of the companies of its Group,
    directly or as a consequence of these having exercised their option rights,
    all within the framework of the referenced remuneration systems at the
    market value of the shares of the company approved in due form.


 B. To empower the Board of Directors, in the broadest possible terms, to
    exercise the authorization derived from this resolution and to execute the
    remaining items included in this, enabling the Board of Directors to
    delegate in the Management Committee, the Chairman of the Board, the
    Managing Director or any other person expressly empowered by the Board to
    this effect.


 C. The unexecuted part of the resolution adopted by the Company's Annual General
    Shareholders'Meeting of April 12th, 2002, in relation with point IV of the
    Agenda of this same Meeting, shall remain null and void.


Point V on the Agenda of Meeting


Under article 319 of the Rules of the Mercantile Register (Reglamento del
Registro Mercantil) and the general provisions governing regarding the issue of
bonds, and applying by analogy articles 153.1.b) and 159.2 of the current
Spanish Law of Corporations (Ley de Sociedades Anonimas), to grant the Board of
Directors power to issue fixed income securities on the following terms:


 1. Fixed income securities may be issued on one or more occasions within no more
    than five years from the date on which this resolution is passed.


 2. The total amount of the issue or issues of fixed income securities it is
    resolved to carry out under these powers, together with the amount of other
    issues by the Company in circulation at the time the power is exercised, may
    not exceed the paid up share capital and reserves shown on the last approved
    balance sheet and the balance sheet regularisation and updating accounts
    accepted by the Finance and Treasury Ministry (Ministerio de Economia y
    Hacienda) referred to in article 282.1 of the Spanish Law of Corporations.


 3. The fixed income securities issued may be simple debentures, bonds,
    promissory notes and other fixed income securities, and, in the case of
    debenture and bonds, those exchangeable for shares in the Company or in any
    of the Companies in its group, and/or convertible into shares of the
    Company.


 4. The powers granted to issue fixed income securities shall include power to
    determine the various aspects and terms of each issue (nominal value, rate
    of issue, repayment price, currency of the issue, interest rate, redemption,
    anti-dilution mechanisms, subordination clauses, issue guarantees, place of
    issue, listing, etc.).


 5. It is resolved to set the following principles for determining the terms and
    method of the conversion and/or exchange, in the case of the issue of
    convertible and/or exchangeable debentures or bonds:


 a. Normally, the conversion and/or exchange rate shall be fixed, for which
    purpose fixed income securities shall be valued at their nominal value and
    shares at such fixed price as the Board of Directors may set, or a price
    capable of being determined on the date or dates indicated in the Board
    resolution on the basis of the Stock Exchange listed price of the Company's
    shares on the date or dates or for the period or periods used as a reference
    in that resolution. The share price shall in any event not be less than the
    greater of (i) the arithmetical average of the closing prices of the
    Company's shares on the Continuous Market (Mercado Continuo) over the period
    set by the Board of Directors, of no more than three months or less than
    fifteen days, prior to the date of the meeting of the Board of Directors
    which, in exercise of these powers, approves the debentures or bonds issue;
    and (ii) the closing price of the shares on the same Continuous Market the
    day preceding the date of the meeting of the Board of Directors which, in
    exercise of these powers, approves the debentures or bonds issue.


        b)     Notwithstanding the provisions of subparagraph a) above, the
        Board may resolve to issue debentures or bonds with a variable
        conversion and/or exchange ratio. In that case, the share price for the
        purposes of conversion and/or exchange shall be the arithmetical average
        of the closing prices of the Company's shares on the Continuous Market
        over the period set by the Board of Directors, of no more than three
        months or less than five days, prior to the date of the conversion and/
        or exchange, with a premium or, as the case may be, a discount on that
        price per share. The premium or discount may be different for each
        conversion and/or exchange date of each issue (or, where applicable,
        each tranche of an issue), although where a discount is set on the price
        per share, that discount may not be more than 30%.


        c)     Under no circumstances may the nominal value of the share,
        adjusted on the basis of the conversion and/or exchange ratio, be less
        that the rate of issue of the fixed income securities.


        d)     Where the conversion and/or exchange takes place, any fractions
        of a share which would be transferable to the bondholder shall be
        rounded down to the immediately lower whole number, and each holder
        shall receive in cash any difference arising in such circumstance.


        e)     On approving an issue of convertible and/or exchangeable
        debentures or bonds, in exercise of the powers contained in this
        resolution, the Board of Directors shall issue a Directors' report
        setting out and specifying, on the basis of the principles referred to
        above, the criteria and procedures for the conversion specifically
        applicable to the issue referred to. That report shall be accompanied by
        the corresponding report of the Auditors referred to in article 292 of
        the Spanish Law of Corporations.



 6. In any event, the powers granted for the issue of convertible and/or
    exchangeable debentures or bonds shall include:


    a)     Power to increase the share capital by the sum required to meet
    applications for conversion. That power may only be exercised where, adding
    the capital increased to meet the issue of convertible debentures or bonds
    to any other increases in capital it may have resolved under powers granted
    by the General Meeting, the Board does not exceed one half of the share
    capital figure established in article 153.1b) of the Spanish Law of
    Corporations.


    b)     Power to exclude the shareholders'preemptive subscription rights and,
    as well as those of the holders of convertible and/or exchangeable
    securities where it is necessary to do so in order to raise finance on the
    international markets or is otherwise required in the interests of the
    Company. In any event, should the Board resolve to exclude the pre-emption
    right in connection with any specific issue of convertible debentures or
    bonds it may decide to carry out under these powers, it shall, on approving
    the issue, produce a report setting out the specific reasons justifying that
    measure in the interests of the Company, which shall be the subject of the
    corresponding report of the Auditor referred to in article 159.2 of the
    Spanish Law of Corporations.


    c)     Power to determine the terms and method of the conversion and/or
    exchange established in paragraph 5 above and, in particular, to determine
    the time of the conversion and/or exchange, which may be restricted to a
    predetermined period, ownership of the right to conversion and/or exchange,
    which may be vested in the Company or the bondholders, the method of
    discharging liability to the bondholder (by conversion, exchange or a
    combination of both methods, which may remain at its discretion until the
    time of execution), and, in general, such matters and terms as are necessary
    or expedient for the issue.


 7. The Board of Directors shall also have power to guarantee, on behalf of the
    Company, issues of fixed income securities by its subsidiaries.


 8. The Board of Directors shall, at subsequent General Meetings held by the
    Company, report to the shareholders on any use made by it to that date of
    the powers referred to in this resolution.


 9. The Company shall apply for debentures, bonds and other securities issued
    under these powers to be listed on organised or over-the-counter, regulated
    or unregulated, national or foreign secondary markets, granting power to the
    Board to perform vis-a-vis the competent bodies of the various national and
    foreign securities markets the procedures and formalities required for
    admission.


For the purposes of article 27 of the Stock Exchange Rules (Reglamento de Bolsas
de Comercio), it is expressly acknowledged that, in the event of a subsequent
application to exclude the securities issued under these powers from listing,
such exclusion shall be resolved in compliance with the formalities referred to
in that article and, in such a case, the interests of any dissenting or
abstaining shareholders or bondholders shall be protected, in compliance with
the requirements of the Spanish Law of Corporations and consistent provisions,
in accordance with the aforementioned Stock Exchange Rules and the Spanish Stock
Market Law (Ley del Mercado de Valores) and its implementing provisions.


The Board of Directors is granted power to delegate the powers referred to in
this resolution, in turn, to the Management Committee (under the second
paragraph of article 141.1 of the Spanish Law of Corporations).


The powers to issue non-convertible fixed income securities granted by the
General Shareholders' Meeting of the Company at its meeting of 26 March 1999 is
revoked.




Point VI on the Agenda of Meeting


To reduce the share capital of the Company by 101,140,640 euros, by the
redemption of 101,140,640 own shares that were acquired previously as authorised
at the time by the General Meeting within the limits established in article 75
et seq and additional provision 1.2 of the Spanish Law of Corporations (Ley de
Sociedades Anonimas). Article 5 of the By-laws referring to the amount of share
capital is therefore amended, and shall be worded as follows:




'Article 5.- Share Capital


 1. The corporate share capital amounts to Euros 4,856,733,871 represented by
    4,856,733,871 ordinary shares in a single series and having a par value of
    1.00 Euro each, fully paid up.


 2. The General Shareholders' Meeting, in accordance with such requirements and
    within such limits as have been statutorily established to such effects, may
    delegate upon the Board of Directors the power to increase the share
    capital.'




The reduction in share capital shall be charged to reserves and the
undistributable reserve referred to in article 79.3 of the Spanish Law of
Corporations shall be cancelled. The reduction shall not give rise to the
repayment of contributions since the Company itself is the owner of the shares
redeemed. The purpose of the reduction, therefore, is the cancellation of the
own shares.


Under article 167.3 of the Spanish Law of Corporations and for the purpose of
exclusion of the right to opposition to the reduction contained in article 166
thereof, the amount of the nominal value of the redeemed shares shall be applied
to a capital redemption reserve, which may only be disposed of subject to the
same requirements as those for the reduction in share capital.


It is declared, for the purposes of article 289.1 of the Spanish Law of
Corporations, that the consent of the Syndicates of Bondholders relating to
issues of bonds in circulation is not required, provided the reduction in
capital hereby resolved does not reduce the initial ratio between the total
capital plus reserves and unredeemed bonds.


Lastly, as regards the time-limit for carrying out the reduction, the Board of
Directors is instructed and given powers, with authority to delegate power in
turn to the Management Committee with express power to subdelegate, to execute
the capital reduction resolution before a Notary Public within no more than one
year, and file the corresponding deed at the Mercantil Register (Registro
Mercantil) for registration.




Point VII on the Agenda


 A. To modify article 28 of the Company's By-laws, which will be reworded as
    follows:


Article 28. - Remuneration


 1. Directors' remuneration shall comprise a fixed set monthly allowance and
    expenses for attending meetings of the Board of Directors and its management
    or consultative committees. Any remuneration the Company may pay its
    Directors collectively under either of the foregoing heads shall be that set
    for that purpose by the General Shareholders' Meeting, which remuneration
    shall remain in force until the latter resolves that it be changed. The
    Board of Directors shall set the exact amount to be paid within that ceiling
    and how it is divided between the various Directors.


 2. Additionally and apart from such remuneration as is provided for under the
    above paragraph 1, other remuneration systems may be created that may,
    either be indexed to the listing value of the shares, or consist of the
    delivery of stock or of stock options to the Directors. The application of
    said remuneration systems must be authorized by the General Shareholders'
    Meeting, which shall fix the stock value which is to be taken as the term of
    reference thereof, the number of shares to be delivered to each Director,
    the exercise price of the stock options, the term of such remuneration
    system and such other terms and conditions as may be considered as fit.


 3. Such remuneration systems as are provided for under the above paragraphs and
    which shall stem from the appurtenance to the Board of Directors, shall be
    deemed compatible with any and all other professional or work-based
    compensations to which the Directors may be entitled in consideration of
    whatever executive or advisory services which they may deliver to the
    Company, other than such supervisory and decision - making functions of a
    collecty nature as may pertain to them as such Directors, which functions
    shall be subject to the applicable legal provisions in force.


 4. To ensure that the remuneration of the Directors qua Directors is duly
    transparent, the Annual Report shall specify the individualised remuneration
    relating to each of the offices or positions on the Board and its committees
    (Chairman, Vice-Chairman, Member). The remuneration of executive Directors
    in respect of matters other than those referred to in paragraph 1 of this
    article shall be given as a total, with a breakdown of the various items or
    heads of remuneration.


 B. To insert a new article 31 bis in the Company's By-laws, with the following
    wording:


Article 31 bis - Audit and Control Committee


 1. An Audit and Control Committee shall be set up within the Board of Directors,
    comprising at least three and a maximum of five Directors appointed by the
    Board of Directors. All members of that Committee must be non-executive
    Directors.


 2. The Chairman of the Audit and Control Committee shall be appointed by the
    Committee itself from amongst its members, must be replaced every four
    years, and may be re-elected on expiry of one year from ceasing to hold
    office.


 3. The Audit and Control Committee shall have at least the following powers and
    duties:


 i. through its Chairman, to report to the Annual General Shareholders' Meeting
    on any matters within the competence of the Committee raised by shareholders
    at the Meeting.


ii. to propose to the Board of Directors for submission to the General
    Shareholders' Meeting appointment of the Auditor referred to in article 204
    of the Ley de Sociedades Anonimas and, where applicable, the terms on which
    the Auditor is engaged, extent of the Auditor's instructions and revocation
    or renewal of the Auditor's appointment.


iii. to supervise internal auditing staff;


iv. to be acquainted with the financial reporting and internal monitoring
    systems procedures; and


 v. to liaise with the Auditor to receive information on any matters which could
    jeopardise the Auditor's independence, and any other matters in connection
    with the process of carrying out the auditing of accounts, and to receive
    information and exchange with the Auditor the notifications referred to in
    legislation on the auditing of accounts and in technical auditing rules.


 4. The Committee shall meet at least once a quarter and whenever appropriate,
    subject to notice of the meeting given by the Chairman, at its own
    initiative or in response to a request by two of its members or of the
    Management Committee.


 5. The Audit and Control Committee shall be quorate when at least one half of
    its members, present or represented, are in attendance, and shall pass its
    resolutions by a majority of those present. In the case of an equality of
    votes, the Chairman shall have a casting vote.


 6. The Board of Directors may issue implementing provisions and supplement the
    foregoing rules in its Rules, in accordance with its By-laws and the law.





    C.- To insert a new section 4 to the article 35 of the Company's By- laws,
    that will be reworded as follows:

'Article 35. Application of the Results.

1.     The General Meeting will decide on the application of the Fiscal Year
results in accordance with the Balance Sheet approved.

2.     Once the items provided by Law or by these Bylaws have been covered,
dividends may be distributed only by charging the Fiscal Year profit or the
unrestricted reserves if the book value of Net worth is not lower than the
capital stock or would not prove to be so as a result of the distribution.

3.     The distribution of dividends to common shareholders will be executed
proportionately to the capital that they have paid in.

4.     The General Meeting may resolve to distribute dividends, or the issue
premium, in kind, provided that the assets or securities subject to distribution
are homogenous and are admitted for trading on an official market at the time
the distribution resolution becomes effective. This latter requirement shall
also be understood as satisfied when the Company provides adequate guaranties of
liquidity.

     The rule contained in the previous paragraph shall also apply to the return
of contributions in cases of capital reduction.'

Point VIII on the Agenda


To set, in accordance with that stated in the new article 28.1. of the By- laws,
at six (6) million euros, the gross maximum annual amount for the remuneration
to be received collectively by the Directors from the Company. The above-stated
amount shall remain in force until the Company resolves that it be changed.


Point IX on the Agenda


A)Distribution in cash.

Approve the distribution of an issuance premium through payment to each and
every one of the outstanding Company shares of 0.25 euros per share, making the
respective charge to the Additional paid-in-capital Reserve ( Reserva de Prima
de Emision de Acciones) . This payment will take place in two installments, the
first of 0.13 euros per share payable on July 3, 2003 and the second of 0.12
euros per share payable on October 15, 2003, subject to the procedure
established by the Company's General Corporate Finance Department and upon
justification and submission of the certificate of position issued by the
Securities Settlement and Clearing Service or by the institution that may come
replace it.






It is stated for the record, for purposes of the provisions of Article 289.1 of
the Spanish Law of Corporations, that for this distribution the consent of the
Bond Syndicates for the outstanding debenture and bond issues is not necessary,
given that the decrease in reserves that it entails does not decrease the
initial ratio between the sum of capital plus reserves and the amount of the
debentures pending amortization.


B)Distribution in kind through the allocation of shares of the company 'Antena 3
de Television, S.A.' (hereinafter, Antena 3).


 a. Approve a distribution of the Additional paid-in-Capital Reserve ( Reserva de
    Prima de Emision de Acciones) by delivering to Telefonica, S.A. shareholders
    shares representing 30% of the capital stock of Antena 3, currently
    represented by 50,000,400 shares. The distribution will be carried out by
    charging the Additional paid-in-Capital Reserve ( Reserva de Prima de
    Emision de Acciones) in the total amount of 420,003,360 euros, equivalent to
    the value that said shares have on the books of Telefonica, S.A.

    The exchange ratio is to be found by dividing the number of Antena 3 shares
    to be distributed by the number of Telefonica, S.A. shares with the right to
    a share of said distribution. Nevertheless, the number of Antena 3 shares
    that are finally distributed for every Telefonica, S.A. share may vary
    depending on the possible Antena 3 share splits between the date of the
    present resolution and their delivery to the Telefonica, S.A. shareholders
    for the purposes of facilitating the exchange ratio. If the resulting number
    is not a whole number, the Board of Directors of Telefonica, S.A. shall
    retain the services of a Bank in order for it to act as Exchange Agent and
    settle the fractions in cash.



 b. The effectiveness of the present resolution shall be subject to the condition
    precedent that there be verification by the Spanish National Securities
    Market Commission of the admission of Antena 3 shares for trading prior to
    November 29, 2003. If that date passes without said shares being admitted,
    the present resolution shall be void.



 c. The right to receive reimbursement of the issuance premium in kind, as
    agreed, shall devolve upon all those individuals or legal entities appearing
    as the holders of Telefonica, S.A. shares on the accounting books of the
    member Entities of the Securities Settlement and Clearing Service on the day
    after Telefonica, S.A. discloses that verification of the admission of
    Antena 3 shares for trading by the Spanish National Securities Market
    Commission has taken place.


 d. Taking into account that the market project necessary for the shares of
    Antena 3 to be accepted for listing requires Telefonica, S.A. to carry out
    an Initial Public Offering, which other shareholders of Antena 3 may join in
    on, the General Shareholders Meeting expressly instructs the Board of
    Directors of Telefonica, S.A. to reduce the package of Antena 3 shares
    intended for distribution among the shareholders of Telefonica, S.A. to a
    maximum of 5% of the total capital stock of Antena 3, if necessary to
    facilitate the execution of said Initial Public Offering under the best
    conditions possible. This decrease, which will imply a respective decrease
    in the total amount of the issuance premium distribution that is the subject
    matter hereof, will be carried out in keeping with the opinion or report
    issued by an outside financial advisor retained for that purpose, wherein
    the reasons making it necessary or advisable will be stated.


    The final amount of the issuance premium distribution and the final
    percentage of the Antena 3 shares to be distributed among Telefonica, S.A.
    shareholders, as well as the number of Antena 3 shares that will be due for
    each share of Telefonica, S.A., will be announced by this Company with
    sufficient advance notice.


 e. Delegation is expressly made to the Board of Directors (authorizing it in
    turn to subdelegate to the Management Committee or to any Directors with
    delegated powers) of all the powers necessary for the execution of the
    present resolution, including, among others, the power to determine, as
    pertinent, the reduced amount of the issuance premium distribution and the
    consequent determination of the exact number of Antena 3 shares to be
    distributed among the shareholders of Telefonica, S.A. in keeping with what
    was resolved beforehand, and the appointment of the Bank acting as Exchange
    Agent for fractions; as well as the powers necessary for the performance of
    whatever steps and proceedings may be necessary to bring the transaction to
    proper completion.


 f. It is stated for the record, for purposes of the provisions of Article 289.1
    of the Spanish Law of Corporations, that for the distribution in kind
    referred to in the present section B) the consent of the Bond Syndicates of
    the outstanding debenture and bond issues is not necessary, given that the
    decrease in the amount of the reserves that it presupposes does not decrease
    the initial ratio between the sum of capital plus reserves and the amount of
    debentures pending amortization.


Point X on the Agenda of Meeting


To jointly empower the Executive Chairman, the Managing Director, the
Member-Secretary and Vice Secretary of the Board of Directors, so that any of
them may formalize and execute the preceding resolutions, and may draft the
public and private documents that are necessary or appropriate for such purpose
(including those for the interpretation, clarification, rectification of errors,
and correction of defects) for their most exact compliance and registration,
when mandatory, in the Mercantile Register (Registro Mercantil) or any other
public register.


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