The Ordinary General Shareholders’ Meeting of Telefónica, S.A. will be held in Madrid, at the offices of Telefónica, S.A. located in Distrito Telefónica, Ronda de la Comunicación s/n, Central Building Auditorium, at 11:00 a.m. on April 12, 2024 on second call, in the event that the legally required quorum is not reached and therefore the Meeting cannot be held on the first call that is hereby scheduled for April 11, 2024 at the same place and time.
The 2024 Ordinary General Shareholders’ Meeting can be attended in person or remotely.
To ensure the event is managed sustainably, shareholders and their proxy representatives are advised to participate in the General Meeting remotely (by granting their proxy or casting their vote prior to the holding of the Meeting, or by attending the Meeting remotely). Likewise, it has been decided that the Company will not deliver commemorative gifts to attendees the day of the General Shareholders’ Meeting.
The right to attend the General Shareholders’ Meeting hereby called accrues to shareholders that hold at least 300 shares registered in their name in the corresponding book-entry register five days in advance of the date on which the Meeting is to be held and who provide evidence thereof by means of the appropriate attendance card or by producing a certificate issued by the Company or by any of the depositaries participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), or by any other means allowed under applicable law.
However, shareholders who do not hold that minimum number of shares (300) may grant a written proxy to represent their shares in favor of another shareholder having the right to attend, or come together with other shareholders that are in the same situation, such that they reach the 300 shares, and grant a written proxy to one of such shareholders.
If the holder of the shares is a legal person, it must be represented at the General Meeting by a natural person who acts as the legal or voluntary representative thereof, which must be appropriately authenticated at the venue where the General Shareholders’ Meeting is being held or during the remote attendance registration process to be made available on the Company’s website (www.telefonica.com/meeting).
The financial institution with which you have deposited your shares issues the attendance/proxy/voting card, which the institution will send to your home address.
Shareholders may also obtain the Company’s attendance/proxy/voting card by downloading and printing it from the Company’s website (www.telefonica.com/meeting) or by requesting the Shareholder Office (phone number 900 111 004 / e-mail: [email protected]) to send it without charge.
If you have not received the attendance/proxy/voting card, you can request it from the financial institution where your shares are deposited. The institution will provide you with a copy of the card.
Shareholders may also obtain the Company’s attendance/proxy/voting card by downloading and printing it from the Company’s website (www.telefonica.com/meeting), by retrieving it at the registered office of the Company, or by requesting the Shareholder Office (telephone 900 111 004 / e-mail: [email protected]) to send it without charge.
If several shareholders (co-ownership of shares) appear on the attendance/proxy card, only one of them will be entitled to attend the Shareholders’ Meeting.
Proxy-granting and voting by remote means of communication is allowed before midnight (24:00) on April 10, 2024.
Any shareholder having the right to attend the General Shareholders’ Meeting may be represented thereat by another person, who need not be a shareholder. A proxy may be granted by using the delegation form printed on the attendance card or by any other means allowed by law. The documents containing proxies for the General Shareholders’ Meeting must set forth the instructions regarding the direction of the vote. Unless expressly stated otherwise by the shareholder granting the proxy, it shall be understood that the proxy-holder is specifically instructed to vote in favor of the proposed resolutions submitted by the Board of Directors regarding the matters on the Agenda, and against the resolution in question in relation to any matters that are not included in the Agenda and are thus unknown on the date that the proxy is granted but which may be submitted to a vote at the General Shareholders’ Meeting.
If the proxy-granting document does not set forth a specific person to whom the shareholder grants the proxy, such proxy shall be deemed granted in favor of the Chairman of the Board of Directors of the Company or of such other person as may replace him as Chair of the General Shareholders’ Meeting. In the event that the appointed representative is involved in a conflict of interest upon voting on any of the proposals, whether or not included in the Agenda, that are submitted to the shareholders at the General Shareholders’ Meeting, and the shareholder has not given specific voting instructions, the proxy shall be deemed granted to the Secretary for the General Shareholders’ Meeting.
To be able to attend the General Meeting and exercise your right to vote, you must be the holder of at least 300 shares of the Company registered in your name in the corresponding book-entry register five days in advance of the date on which the Meeting is to be held.
Shareholders have the right to one vote for each share they hold or represent.
You can grant your proxy or vote prior to the Meeting through the following remote means of communication:
Corporate website
Shareholders may grant their proxy or cast their vote prior to the Meeting through the Company’s website (www.telefonica.com/meeting), using any electronic device, by accessing the “Participation Platform” (Plataforma de Participación) online app enabled in the “General Shareholders Meeting 2024 / Participation Platform” (Junta General 2024/Plataforma de Participación).
Shareholders may also obtain the proxy/voting card from the financial institution where their shares are deposited, or from the Company by downloading and printing it from the Company’s website (www.telefonica.com/meeting).
By telephone
Shareholders who are natural persons may grant their proxy or cast their vote prior to the Meeting by calling the toll-free shareholder service telephone number 900 111 004.
They will only need their National Identity Document (DNI) (or Alien Registration Card (Tarjeta de Identidad de Extranjero) or passport) and the total number of shares they hold as owner and co-owner.
By e-mail
Shareholders may also send a scanned and duly signed proxy/voting card to the e-mail address [email protected], expressly stating in the e-mail “Attached is the proxy/voting card for the 2024 General Shareholders’ Meeting of Telefónica.”
By postal mail
To grant a proxy or to cast their vote prior to the Meeting by postal mail, shareholders must fill out and sign the proxy-granting or distance voting card prepared by the institution with which their shares are deposited or by the Company, and send it by postal mail to:
Telefónica, S.A.
Oficina del Accionista, Distrito Telefónica, Ronda de la Comunicación, s/n, Edificio Central, planta 2, 28050 Madrid.
Shareholders may obtain the Company’s proxy/voting card by downloading and printing it from the Company’s website (www.telefonica.com/meeting), or by request to the Shareholder Office (telephone 900 111 004 (only Spain) / e-mail: [email protected]) to send it without charge.
In order to be valid, proxies/votes sent prior to the Meeting by remote means of communication must be received by the Company before midnight (24:00 CET) on April 10, 2024.
The 2024 Ordinary General Shareholders’ Meeting can be attended in person and remotely.
In order to remotely attend the General Meeting, a shareholder (or its representative) must carry out the following actions:
(a) Prior registration:
Shareholders (or their proxy-holders) must have registered previously into the Participation Platform enabled in the website www.telefonica.com/meeting to be able to attend to the Meeting remotely.
For that purpose, they must, between 0:00 hours CET on April 6, 2024 and midnight (24:00 hours CET) on April 10, 2024, provide evidence of their identity in the Participation Platform for such purpose by means of:
- (i) an Electronic National Identity Document,
- (ii) a recognized, valid and current electronic user certificate, as provided in Law 6/2020, of November 11, regulating certain aspects of electronic trust services, issued by the Spanish Public Certification Body (CERES), a division of the Spanish Royal Mint (Fábrica Nacional de Moneda y Timbre), or
- (iii) (filling out the authentication form available on the Participation Platform, which form requires identification with their National Identity Document, Alien Registration Card (Tarjeta de Identidad de Extranjero) or passport and, if appropriate, a statement of the number of shares owned (including co-owned shares).
In this latter case, provided that there are no technical obstacles, the Company will perform a real-time verification of the data provided by the shareholder, comparing them to the information available thereto. The Company reserves the right to request such additional means of identification from shareholders as it deems necessary to verify their status as shareholders and to guarantee the authenticity of remote attendance at the General Shareholders’ Meeting.
Once duly accredited on the Participation Platform, shareholders (or their representatives) can join on the Remote Attendance application included in the Participation Platform.
(b) Connection and attendance:
Shareholders (or their proxy-holders) wishing to attend the Meeting must access the Participation Platform enabled in the website www.telefonica.com/meeting by identifying themselves with their identification document number and the password chosen during the prior registration process referred to in section a) above and must connect between 8:00 a.m. and 10:00 a.m. on the day the meeting is held. No access by attendees will be allowed outside of this time period.
Shareholders (or their proxy-holders) must have registered previously into the Participation Platform enabled in the website www.telefonica.com/meeting to be able to attend to the Meeting remotely.
For that purpose, they must, between 0:00 hours on April 6, 2024 and midnight (24:00 hours CET) on April 10, 2024, provide evidence of their identity in the Participation Platform.
Shareholders (or their proxy-holders) that have registered in the “Participation Platform” following the instructions set forth in the paragraph above and wish to remotely attend to the General Shareholders Meeting and vote through electronic means must access the “Remote Attendance” online app included into the Participation Platform by identifying themselves with their identification document number and the password chosen during the prior registration process and must connect in the Remote Attendance application between 8:00 a.m. CET and 10:00 a.m. CET on the day the meeting is held. No access by attendees will be allowed outside of this time period.
Once they have duly registered and logged to remotely attend the General Shareholders’ Meeting, the following requirements will apply to remotely attending shareholders who wish to make presentations and/or vote:
Presentations:
Shareholders (or their proxy-holders) who, in the exercise of their rights, intend to make presentations at the Meeting or, if applicable, request information or clarifications regarding the items on the Agenda, request clarifications regarding information accessible to the public that has been provided by the Company to the Spanish National Securities Market Commission since the holding of the last General Shareholders’ Meeting or regarding the statutory auditor’s report, or to make proposals in those cases allowed by law, shall state their intention to do so through the button “PRESENTATIONS” at the time they access the “Remote Attendance” online app included into the Participation Platform enabled at the website www.telefonica.com/meeting.
After said statement and until the Chair declares the valid establishment of the Meeting, remote attendees may submit and send their presentation, question or proposal in writing, only until the Chair declares the valid establishment of the General Shareholders Meeting. Any remote attendee who wants that his/her presentation appears in the minutes of the Meeting must so expressly state in the text of such presentation.
If the General Meeting is held on second call, remote attendees who have connected to the meeting on first call and who have submitted presentations and proposed resolutions or requests for information or clarifications must send them again, as stated above, on the day that the meeting is held; otherwise they shall be deemed to have not been submitted.
Voting:
Votes on the proposals regarding items included on the Agenda may be cast as from the time that the Chair declares the valid establishment of the General Shareholders Meeting, through the “VOTING” section located in the “Remote Attendance” online app included into the Participation Platform, enabled at the website www.telefonica.com/meeting.
As to proposed resolutions on those matters that are not required to appear on the Agenda according to the current legislation, remote attendees may cast their votes as from the moment that the Chair says so, which will be once the proposal has been submitted and read aloud.
The process of voting through electronic means regarding all of the proposals submitted at the Meeting will end when the vote on the proposed resolutions commences at the venue where the meeting is held, after the Secretary of the Meeting has read aloud the summaries of the proposed resolutions.
Shareholders may contact Telefónica’s Shareholder Office by calling the telephone number (only available in Spain) 900 111 004 toll-free from 9:00 a.m. CET to 7:00 p.m. CET, Monday through Friday; by sending an email to [email protected]; by postal correspondence addressed to “Oficina del Accionista” sent to Distrito Telefónica, Ronda de la Comunicación, s/n, Edificio Central, planta 2, 28050 Madrid.
Shareholders participating in the General Shareholders’ Meeting will receive the traditional commemorative gift at the centers indicated in question 20.
You are reminded that that gifts will not be delivered the day of the Meeting to the attendees coming to the General Shareholders Meeting in person.
The gift consists of a commemorative book of Telefónica’s Centenary.
Each shareholder participating in the Meeting will be entitled to receive one gift, regardless of the number of securities accounts or securities they hold and the number of shareholders there are on the same securities account.
On April 2, 3 and 4, shareholders who wish to do so may hand in their proxy and collect the gift for their participation in the General Shareholders’ Meeting at the following addresses:
- Espacio Fundación Telefónica, calle Fuencarral 3, 28004 Madrid.
- Distrito Telefónica, Ronda de la Comunicación s/n, 28050 Madrid (Ronda de la Comunicación metro).
Opening hours for these two centers will be from 10:00 a.m. CET to 5:00 p.m. CET.
The gift will be sent by postal correspondence to the home address of shareholders who are not residents of Madrid and who have participated (either by attending, granting their proxy or voting through remote means of communication) in the General Shareholders’ Meeting. Delivery will be made after the holding of the Shareholders’ Meeting.
Each shareholder will receive a single gift, regardless of the number of securities accounts or securities they hold. Similarly, in the case of various shareholders on the same account, only one gift shall be sent.
Telefónica’s shareholders who have participated (either by attending, granting their proxy or voting through remote means of communication) in the 2024 General Shareholders’ Meeting will be entitled to receive a gift.
Each shareholder who has participated in the Meeting will be entitled to receive a single gift, regardless of the number of securities accounts or securities they hold. One gifts will be sent, regardless of the number of shareholders there are on the same securities account.
In accordance with Telefónica, S.A.’s Responsible Business Principles, and with the aim of contributing to the sustainable management of the events we hold, integrating sustainability in its social, economic and environmental spheres, the General Shareholders’ Meeting will be held in a hybrid format (i.e., in person and online), facilitating attendance by all shareholders, including those with reduced mobility.
This hybrid nature contributes in the following way to meeting sustainability requirements:
- Thanks to the broadcasting, attendees’ traveling is reduced, saving energy and CO2 emissions.
- For those attendees who physically attend the event, “Distrito Telefónica” offers its subway station, as well as a bus stop for several lines, which facilitates their travel by public transport.
- Distrito Telefónica has several certifications that ensure the highest standards of energy efficiency and environmental performance (ISO 14001 and ISO 50001). It also complies with all the requirements to ensure the accessibility of the event for people with limited mobility.
- The electricity consumed in Distrito Telefónica has the certificate that accredits its 100% renewable origin, so all the electricity consumption associated with the event does not generate CO2 emissions.
- As the organization of this event is smaller than a fully attended event, energy consumption, materials and waste generated during the organization are reduced. In addition, the necessary production and assembly will take into account sustainability criteria (reuse of materials, selective recycling, reduction of single-use plastics, etc.).
- Diversity criteria are considered in the selection of staff to assist attendees (access control, accreditations, conference hostesses, etc.).
- A sign language interpreter will be present to enable people who need it to follow the event.
Celebrate with us the Telefónica Centenary