Regulation of the Board of Directors

The Board of Directors approved its first Rules and Regulations on January 29, 1997 which was amended on July 22, 1998. A new text was approved on March 31, 2004 by reason of the publication of the Transparency Law.

The Board, on its meetings held on November 28, 2007 and on February 27, 2008, agreed to make amendments to its Rules and Regulations as a result of the approval of the Unified Code on Corporate Governance by the Spanish Securities Regulator (Comisión Nacional del Mercado de Valores) in May 19, 2006 (known as Código Conthe). Said changes were communicated to the Regulator and then registered in the Commercial Registry of Madrid.

The Board of Directors of Telefónica, S.A., at its meeting held on April 12, 2011, approved a new amendment of the Regulations of the Board of Directors, which amendment is intended to conform to current statutory developments in the area of capital stock companies (sociedades de capital) and listed companies. Said changes were communicated to the Regulator and then registered in the Commercial Registry of Madrid.

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