CNMV communications

Significant Events 2003

The Company guarantees that the information contained outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.


Telefónica Móviles and Mobilkom Austria reach agreement on the sale of 3G Mobile.

The Board of Directors of Telefónica, S.A. intends to bring before the shareholders for approval at the Annual General Meeting that the dividend distribution charged to fiscal 2003 be distributed in two payments of identical amounts, the first on May 14th, 2004 and the second on November 12th, 2004.

Telefónica concludes its restructuring.

As part of the divestment process of its interests in the company “Antena 3 de Televisión, S.A.”, Telefónica has sold on the market some 2,317,891 shares of the aforesaid company.

In relation to the distribution to the Telefónica shareholders of shares of “Antena 3 de Televisión, S.A.”, and subsequent to verification by the Spanish Securities Markets Commission (CNMV) on October 17th, 2003 of the listing for stock market trading of the Antena 3 shares, Telefónica would like to state that the official announcement in the Official Gazette of the Mercantil Register (Boletín Oficial del Registro Mercantil) will take place on Monday October 20th, 2003.

The Company expects to generate a free cash-flow of more that 27 billion euros during 2003-2006.This free cash-flow will be allocated to meet the Company’s commitment to pay a yearly dividend of 0.40 euros per share during the next three years. With respect to the remaining cash-flow exceeding 15.3 billion euros, the Company will dedicate a minimum of 4 billion euros to the acquisition of treasury stock over the period 2003-2006.

Presentation delivered by Mr. César Alierta at the Third Telefónica Investor Conference.

Presentation delivered by Mr. César Alierta at the Third Telefónica Investor Conference.

The Executive Chairman & CEO opens the “Third Telefónica Investor Conference”.

Presentation delivered by Mr. Julio Linares at the Third Telefónica Investor Conference.

Presentation delivered by Mr. José María Álvarez-Pallete at the Third Telefónica Investor Conference.

Presentation delivered by Mr. Eduardo Caride at the Third Telefónica Investor Conference.

Presentation delivered by Mr. Antonio Viana-Baptista at the Third Telefónica Investor Conference.

Presentation delivered by Mr. Santiago Fernández Valbuena at the Third Telefonica Investor Conference.

Telefónica announces the envisaged timetable for the allotment of Antena 3 shares representing 30% of the share capital of the latter Company.

On October 15th, 2003, the Company will proceed to make the second of the two payments approved at the General Meeting as an extraordinary cash distribution of additional paid-in capital.

The Telefónica’s Board has approved a new organizational structure.

The Company Board of Directors has decided to execute the resolution adopted by the shareholders in the Annual General Meeting held on April 11th, 2003, on the extraordinary in-kind distribution to the Company shareholders of the Paid-in Surplus Reserve, by means of allotment of Antena 3 shares representing 30% of the share capital of the latter company.

In case that the provisional figures provided by the Spanish National Securities Market Commission would be confirmed, Telefónica, S.A. would waive the minimum acceptance level to which its public offer for the acquisition of Terra Networks shares was subject.

Telefónica, S.A. has decided to waive the minimum volume requirement established as a condition for this tender offer.

Telefónica´s Board of Directors, at its meeting of 23rd July 2003, has decided to strengthen its commitment to the shareholder remuneration policy initiated at its meeting of 24th July 2002.

That at the date here of the Company does not have information on the number of acceptances of the public tender offer for shares of Terra Networks.

Communication of the presenting of two collective suits in the United States regarding the acquisition offer for Terra Networks, S.A. shares.

With regard to the integration of Sogecable and Via Digital, Telefónica de Contenidos S.A.U., subscribed the increase in share capital of Sogecable, S.A. on July 2nd, 2003.

Telefónica will today present union representatives with a proposal for the negotiation of a Streamlining Social Plan (Plan de Regulación de Empleo).

On July 3rd, 2003 the Company will proceed to make the first of the two payments approved at the Annual General Shareholders’ Meeting as an extraordinary cash distribution of additional paid-in capital.

The Board of Directors of Telefónica, S.A. has resolved to execute the resolution adopted with regard to the capital reduction by the cancellation of own shares recorded as treasury stock and to formally constitute the International Affairs Committee of the Board.

Telefónica has submitted further information on the Significant Event and press release previously notified to the market with regard to the Tender Offer for 100% of Terra Networks, S.A.

Telefónica launches a Tender Offer for 100% of Terra Lycos minorities.

The Board of Directors of the Company, at its meeting held on April 30th, 2003 agreed to appoint Mr. José Antonio Fernández Rivero and Mr. Jesús María Cadenato Matía as Vice- Chairman and member of the Standing Committee of the Board of Directors respectively.

At its meeting of April 30th, 2003 the Board of Directors of Telefónica, S.A. has resolved, as part of the divestment process of its interest in Antena 3 de Televisión, S.A. to accept the offer presented by GRUPO PLANETA.

Clarification of the significant event of April 30th, 2003 regarding the acceptance by Antena 3 de Televisión, S.A. of the offer presented by Grupo Planeta.

Pursuant to the letter of the Spanish National Securities Market Commission, Telefónica has submitted information on the creation of Audit Committees.

The Company has submitted the resolutions approved by the Annual General Shareholders’ Meeting held on April 11th, 2003.

The Chairman of the Company announces Telefónica’s objectives for the period 2003- 2006.

The shareholders of DTS, Distribuidora de Televisión Digital S.A. (VIA DIGITAL), today approved the resolution to conduct a capital increase for the company for a maximum amount of 1.052 billion euro.

The Board of Directors of Telefónica, S.A. modifies the Agenda of the next Annual General Shareholders’ Meeting of Telefónica to be held on April 11th, 2003.

The Company makes forward looking statements for 2003 regarding some financial parameters in real terms.

The Company has filed the Prospectus corresponding to the second Telefónica, S.A.capital increase to be charged to freely disposable reserves, as resolved by the Annual General Shareholders’ Meeting held on April 12th, 2002.

The Board of Directors of Telefónica, SA., at its meeeting held on February 26th, 2003, has resolved to call the Annual General Shareholder’ Meeting to be held in Madrid on April 10th and 11th, 2003, at first and second call respectively.

Telefónica, S.A. has submitted information regarding its January – December 2002 results. January – December 2002 results, filed with the spanish national securities market commission on February 27th, 2003.

The Board of Directors of Telefónica approves the first Corporate Governance Report.

The Board of Directors of Telefónica has approved the proposal to nominate Fernando de Almansa Moreno-Barreda as a new independent company director.

The Board of Directors of Telefónica Europe, B.V., a 100% subsidiary of Telefónica, S.A., declared the Issuance of the simple non-convertible notes under its Euro Medium Term Note Programme (“Programa EMTN”), to have closed.

The Standing Committee of the Board of Directors of Telefónica, S.A. has resolved to execute the second capital increase on the Company’s share capital, to be charged to freely disposable reserves, as approved by the A nnual General Shareholders’ Meeting of April 12th, 2002.

Telefónica, S.A. and Terra Networks, S.A. have signed a Strategic Alliance Master Agreement that substitutes the Strategic Agreement of May 16th, 2000 to which the company Bertelsmann was also party.

Telefónica, S.A. has submitted a presentation regarding the Euro Bond Offering of Telefónica Europe, B.V.

Telefónica, S.A. announce a significant event with regard to the agreement signed by Telefónica de Contenidos, S.A.U and Sogecable, S.A. on January 29th , 2003.

Telefónica de Contenidos, S.A.U. and Sogecable, S.A. report that they have signed an agreement in which they state they have completely fulfilled the requirements for the integration of Vía Digital and Sogecable, as set out in the contract signed on May 8th, 2002.

The Board of Directors of Telefónica del Perú approved the assignment of Javier Nadal as the new President of the Company, after the resignation of Alfonso Bustamante.

The Board of Directors of Telefónica, S.A. decided to execute the resolution regarding the first Telefónica, S.A. capital increase to be charged to freely disposable reserves as resolved by the Annual General Shareholders´ Meeting held on April 12th, 2002.

Telefónica, S. A. and its subsidiary Telefónica de Contenidos, S.A. have respectively proceeded to exercise vis-à-vis Banco Santander Central Hispano, S.A. call options over 17,365,125 and 2,167,500 shares of Antena 3 de Televisión, S.A. owned by Banco Santander Central Hispano, S.A.

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