FAQs

1. When will the 2022 Shareholders’ Meeting be held?

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, Main Building Auditorium, at 11:00 a.m. on April 8, 2022 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 scheduled for April 7, 2022 at the same time.

2. How will the 2022 Shareholders’ Meeting be held?

The 2022 Ordinary General Shareholders’ Meeting can be attended in person and remotely.

However, as a consequence of the health crisis caused by COVID-19, and in view of the possibility that there are regulatory restrictions or recommendations from health authorities affecting the mobility of people or their ability to attend meetings on the date on which the General Shareholders’ Meeting is scheduled to be held, the Board of Directors of the Company has resolved:

  • To recommend that the shareholders or their representatives 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) and that they follow the proceedings at the Meeting by audiovisual means through the Company’s corporate website (www.telefonica.com).
  • To advise against physical attendance at the General Shareholders’ Meeting. It should be cautioned that physical attendance may be subject to restrictions due to health-related requirements that may affect access to or location within the rooms designated for the meeting. Those shareholders or representatives who decide to participate in the General Shareholders’ Meeting by physically attending the meeting venue must comply with such measures or restrictions as may be applicable on the date the General Shareholders’ Meeting is held in order to safeguard the health of all attendees. Such measures and restrictions can be viewed on the Company’s corporate website (www.telefonica.com) and may be updated as the health situation evolves.
  • Not to deliver any gifts at the time the attendees are allowed in.

As soon as reasonably possible, the Company will report any changes or measures adopted in connection with the holding of the General Shareholders’ Meeting both on its corporate website (www.telefonica.com) and through such additional means of communication as are deemed necessary. In any event, shareholders are kindly asked to check the corporate website (www.telefonica.com), or call the telephone number 900 111 004 or write to the e-mail address accionistas@telefonica.com, on the days prior to the holding of the meeting, to find out about applicable measures or restrictions regarding in-person attendance at the meeting.

3. What are the requirements to attend 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.

4. If the holder of the shares is a legal entity (company), what documentation must it submit to attend the General Shareholders’ Meeting?

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).

5. How do I obtain an attendance/proxy/voting card?

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 (telephone 900 111 004 / e-mail: accionistas@telefonica.com) to send it without charge.

6. What can I do if I haven’t received the attendance/proxy/voting card?

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: accionistas@telefonica.com) to send it without charge.

7. If several shareholders appear on the attendance/proxy card, how many can attend the Shareholders’ Meeting?

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.

8. Until what date is proxy-granting and voting prior to the holding of the Shareholders’ Meeting allowed?

Proxy-granting and voting by remote means of communication is allowed before midnight (24:00) on April 6, 2022.

9. Can someone else attend the General Meeting on my behalf? Must that person be a shareholder?

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 proxy-granting 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.

10. By what date must I be a shareholder in order to be entitled to attend/vote at 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.

11. How many votes does a shareholder attending the General Shareholders’ Meeting have?

Shareholders have the right to one vote for each share they hold or represent.

12. How can proxies be granted or votes cast by remote means of communication prior to the Meeting?

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 “Electronic Proxy-Granting and Voting” section.

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 accionistas@telefonica.com, expressly stating in the e-mail “Attached is the proxy/voting card for the 2022 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 de Información al Accionista, 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 requesting the Shareholder Office (telephone 900 111 004 (only Spain) / e-mail: accionistas@telefonica.com) to send it without charge.

13. What is the deadline for receipt of the proxies/votes sent prior to the Meeting by remote means of communication?

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) on April 6, 2022.

14. How can shareholders attend the General Shareholders’ Meeting?

The 2022 Ordinary General Shareholders’ Meeting can be attended in person and remotely.

However, as a consequence of the health crisis caused by COVID-19, and in view of the possibility that there are regulatory restrictions or recommendations from health authorities affecting the mobility of people or their ability to hold a meeting on the date on which the General Shareholders’ Meeting is scheduled to be held, the Board of Directors of the Company has resolved:

  • To recommend that the shareholders or their representatives 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) and that they follow the proceedings at the Meeting by audiovisual means through the Company’s corporate website (www.telefonica.com).
  • To advise against physical attendance at the General Shareholders’ Meeting. It should be cautioned that physical attendance may be subject to restrictions due to health-related requirements that may affect access to or location within the rooms designated for the meeting. Those shareholders or representatives who decide to participate in the General Shareholders’ Meeting by physically attending the meeting venue must comply with such measures or restrictions as may be applicable on the date the General Shareholders’ Meeting is held in order to safeguard the health of all attendees. Such measures and restrictions can be viewed on the Company’s corporate website (www.telefonica.com) and may be updated as the health situation evolves.
  • Not to deliver any gifts at the time the attendees are allowed in.

As soon as reasonably possible, the Company will report any changes or measures adopted in connection with the holding of the General Shareholders’ Meeting both on its corporate website (www.telefonica.com) and through such additional means of communication as are deemed necessary. In any event, shareholders are kindly asked to check the corporate website (www.telefonica.com), or call the telephone number 900 111 004 or write to the e-mail address accionistas@telefonica.com, on the days prior to the holding of the meeting, to find out about applicable measures or restrictions regarding in-person attendance at the meeting.

In order to remotely attend the General Meeting, a shareholder (or its representative) must carry out the following actions:

(a) Prior registration:

Attendees must register at the “Remote Attendance” link provided for this purpose on the website, www.telefonica.com/meeting, verifying their identity between 0:00 hours on April 2, 2022 and midnight (24:00) on April 6, 2022 (no registration of attendees will be allowed outside of this time period), using one of the following means:

  • (i) an Electronic National Identity Document; or
  • (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) by filling out the available authentication form, in which they must identify themselves with their National Identity Document, Alien Registration Card (Tarjeta de Identidad de Extranjero) or passport and, if applicable, stating the number of shares they own.

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 the remote attendance.

(b) Connection and attendance:

The attendee who has previously registered in accordance with section (a) above must verify themselves as attendees using the “Remote Attendance” link on the website, www.telefonica.com/meeting, between 8:00 a.m. and 10:00 a.m. on the day of the Meeting, using the passwords generated during the prior registration described in section (a) above.

15. What time does prior registration and login for Remote attendance begin?

Attendees must previously register at the “Remote Attendance” link provided for this purpose on the website, www.telefonica.com/meeting, verifying their identity between 0:00 hours on April 2, 2022 and midnight (24:00) on April 6, 2022.

Attendees registered previously in accordance with the paragraph must access the remote attendance platform, through the “Remote Attendance” link on the website, www.telefonica.com/meeting, using the passwords created in the previous registration process, between 8:00 a.m. and 10:00 a.m. on April 7, 2022 (if the General Meeting is held on first call) or, if appropriate, between 8:00 a.m. and 10:00 a.m. on the following day, April 8, 2022 (if the General Meeting is held on second call). No access by attendees will not be allowed outside of this time period.

16. How can remotely attending shareholders make presentations and/or vote at the General Shareholders’ Meeting?

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 representatives) who intend to make presentations at the Meeting shall state their intention to do so at the time they access the remote attendance platform. After making said statement, and exclusively by means of the presentation form provided for this purpose, remote attendees may submit and send their presentation, question or proposal in writing until the Chair declares the valid establishment of the Meeting. Any attendees who want their presentation to be recorded 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:

Attendees who wish to vote on the proposals regarding the items included on the Agenda for the General Shareholders’ Meeting may do so as from the time that the Chair declares the valid establishment of the Meeting.

As to proposed resolutions on those matters that by law are not required to appear on the Agenda, remote attendees may cast their votes as from the time stated by the Chair, once the proposal has been submitted and read.

The process of remote voting regarding all of the proposals submitted at the Meeting will end when, after the Secretary for the Meeting has read the summaries of the proposed resolutions, the voting on the proposed resolutions begins in the room where the meeting is being held.

17. How can I contact Telefónica’s Shareholder Office?

Shareholders may contact Telefónica’s Shareholder Office by calling the telephone number 900 111 004 toll-free, from 9:00 a.m. to 7:00 p.m., Monday through Friday, by sending an email to accionistas@telefonica.com, by postal correspondence sent to Distrito Telefónica, Ronda de la Comunicación, s/n, Edificio Central, planta 2, 28050 Madrid, and on the following website: www.telefonica.com/shareholders-area.

18. Will gifts be delivered to shareholders participating in the General Shareholders’ Meeting?

Shareholders participating in the General Shareholders’ Meeting will receive the traditional commemorative gift.

Gifts will not be delivered at the time when attendees enter the Meeting.

19. What does the gift consist of this year?

The gift consists of a Bluetooth speakerphone.

Each shareholder participating in the Meeting will be entitled to receive a single gift, regardless of the number of securities accounts or securities they hold.

20. Will gift delivery centers be opened? Where? During what hours?

On 29, 30 and 31 March, 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:

  • Calle Gran Vía número 28, 28013 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. to 5:00 p.m.

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. This delivery will be made after the holding of the Shareholders’ Meeting.

The gift will also be sent to residents’ shareholders in Madrid who have not been able to collect it at the address indicated above.

Each shareholder will receive a single gift, regardless of the number of securities accounts or securities they hold.

21. Who is entitled to receive the gift?

Telefónica’s shareholders who have participated (either by attending, granting their proxy or voting through remote means of communication) in the 2022 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.