CNMV communications

TELEFÓNICA  has today announced its intention to explore all strategic options in relation to O2’s holding in the share capital of Airwave O2 Ltd., including total or partial disinvestments in that company (sale). To that end Telefónica has appointed JP Morgan Cazenove.

Telefónica agrees to acquire 8% of PCCW Limited.

O2 Announces 3Q06 Results.

Communication of remuneration plans for Directors and Executive Officers of listed companies, in accordance with Article 21 of Royal Decree 377/1991 of 15 March -using the standard form created for that purpose by Circular 4/2000 of this Commission of 2 August- which communication includes as Annex I a list of the beneficiaries of the first cycle of this plan who are Directors and Executive Officers, and as Annex II a description of its terms and conditions.

Telefónica will pay, on November 10, 2006, a dividend on account of the 2006 profits, for a fixed amount of 0.30 euros gross to each of the existing and outstanding shares of the Company with the right to receive said dividend.

In February 2000, the two companies reached a Framework Agreement for the joint development of a number of projects related to the new technological developments, of which the market was informed at that time. It was then also agreed that a representative of TELEFONICA would join the Board of Directors of BBVA, and this was executed accordingly.

The Board of Directors of TELEFÓNICA, S.A., at its meeting held today, has approved to distribute an interim dividend from 2006 net income, of a fix gross amount of Euro 0.30 for each outstanding share with the right to receive dividends of the Company.

Antena 3 de Televisión, S.A. and the Telefónica Group have reached an agreement regarding the interpretation of the contract whereby the latter sold 100% of Uniprex, S.A.

Publication is hereby made of last day of trading, expected exchange date and acquisition price of the odd-lots, for TELEFÓNICA MÓVILES shares and ADSs.

Telefónica is implementing a regional and integrated management model to pursue its customer-orientedd approach and take full advantage of scale.

The Board of Directors of Telefónica has accepted the resignation of the position of Director presented by Mr. Luis Lada Díaz, and has agreed to the appointment by co-option as a new member of the Board of Directors of Mr. José María Alvarez-Pallete López, with the character executive director.

The regime and procedure for the exchange of TELEFÓNICA MÓVILES shares for TELEFÓNICA shares is made public, as well as the exchange regime and procedure for the” American Depositary Shares “(ADSs) of TELEFÓNICA MÓVILES.

Once the legal term established for possible competing offers has expired and after the favorable report issued by the Board of Directors of TPI on Tuesday, June 27, Telefónica S.A. has attended the Public Acquisition Offer made by Yell Group Plc on TPI, with the 216,269,764 shares of TPI owned by Telefónica. With the transfer to Yell of all its shares, representing 59.905% of the capital, Telefónica will enter 1,838 million euros, which implies a net capital gain of 1,577 million euros.

The Annual General Shareholders’ Meeting of TELEFÓNICA, S.A. has approved all the draft resolutions submitted by the Board of Directors for deliberation and vote by the General Shareholders’ Meeting.

Telefónica has announced that it has set as a strategic target for the year 2009 to double both earnings per share and dividend per share.Moreover, the Chairman of Telefónica will submit to the Board of Directors a proposal to pay an interim dividend of 0.30 euros per share from 2006 profits.This payment will be followed by an additional 0.30 euros per share to be paid in the first semester of 2007.Finally, Telefónica has announcemd its share acquisitions policy until the end of 2007.

Written copy of the “fairness opinion” issued in English by Credit Suisse Securities (Europe) Limited and addressed to the Board of Directors of TELEFÓNICA, S.A. within the framework of the merger by absorption operation of TELEFÓNICA MÓVILES, S.A. by TELEFÓNICA, S.A.

Because of the official calling of the Annual General Shareholders’ Meeting of the Company to be held on June 20th and 21st, 2006, at first and second call respectively, the proposals to be submitted for approval at the Meeting are enclosed to this report, together with the Report of the Directors of Telefónica, S.A and the Report of the Independent Expert addressed to the Directors of Telefónica, S.A. and Telefónica Móviles, S.A., in relation to the proposed resolution regarding the Merger Proposal.

The Board of Directors of TELEFÓNICA, SA, at its meeting held on May 12, 2006, unanimously agreed to call the Ordinary General Shareholders’ Meeting to be held in Madrid, on June 20 and 21, 2006, in first or second call, respectively. In accordance with the experience of previous years, said General Meeting of Shareholders will be held, foreseeably, on second call.

On May 12th, 2006 Telefónica, S.A. will pay an interim dividend from 2005 net income of a fix gross amount of 0.25 euros for each Company share issued, in circulation and carrying entitlement to this dividend.

The possible sale of TELEFÓNICA, S.A.’s holding in the share capital of TELEFÓNICA PUBLICIDAD E INFORMACIÓN, S.A. (hereinafter, “TPI”), within the framework of the public tender offer for all shares of TPI announced by YELL GROUP plc, would imply for TELEFÓNICA the recording of capital gains net of tax in its consolidated financial statements for 2006 of 1,577 million euros.

Once the offers received in the framework of the process of sale of the participation of TELEFÓNICA, S.A. have been analyzed. in the capital of TELEFÓNICA PUBLICIDAD E INFORMACIÓN, S.A. (TPI), TELEFÓNICA has decided to sign the corresponding commitment agreement for the formulation and acceptance of the Public Acquisition Offer with the English telephone directory company, YELL GROUP plc.

Telefónica acquires control of Colombia Telecom.

Given the information collected by the newspapers published today in relation to the private process of sale of the participation of TELEFÓNICA, S.A. in the capital of TELEFÓNICA PUBLICIDAD E INFORMACIÓN, S.A. (TPI), the Company wants to clarify that the seven proposals submitted in a non-binding manner by the participants in the sale process have been lower than the listed price of the TPI share at the close of yesterday, March 29.

The Company’s Board of Directors has agreed that the Ordinary General Shareholders’ Meeting be held on June 20 or the following June 21, 2006, on first or second call, respectively.

The Company’s Board of Directors has accepted the resignation of the position of Director presented by Mr. Miguel Horta e Costa.

The Boards of Directors of TELEFÓNICA, S.A. and TELEFÓNICA MÓVILES, S.A. have agreed, in meetings held today, the approval of a Merger Project by absorption of TELEFÓNICA MÓVILES, S.A. by TELEFÓNICA, S.A., with termination, by dissolution without liquidation of the first, and transfer en bloc of all its assets to the second, which will acquire, by universal succession, the rights and obligations of TELEFÓNICA MÓVILES, S.A.

Beginning of negotiations aimed at a possible merger between TELEFÓNICA, S.A (as the absorbing company) and TELEFÓNICA MÓVILES, S.A. (as absorbed company).

Proposal to merge Telefónica S.A. and Telefónica Móviles S.A.

The Board of Directors of TELEFÓNICA, S.A., at its meeting held today, has agreed to distribute a dividend on account of the 2005 profits.

The Board of Directors of TELEFÓNICA, S.A., at its meeting held today, has agreed to explore strategic alternatives in relation to TELEFÓNICA’s participation in the capital of TELEFÓNICA PUBLICIDAD E INFORMACIÓN, S.A. (TPI), including the total or partial divestment (sale) in it.

TELEFÓNICA announced today, January 27, 2006, that until 5:00 p.m. (GMT) on January 26, 2006, TELEFÓNICA and its wholly-owned subsidiaries were owners or had received acceptances of a total of 8,374,500,463 O2 plc shares, which represent approximately 95.46% of the capital stock of this company.

The Board of Directors of “Telefónica, S.A.” has agreed the appointment by cooption of the new Board members Sir David Arculus and Mr Peter Erskine, who has also been appointed as member of the Standing Committee of the Board of Directors.

Having obtained the European Commission clearance of the transaction on 10 January 2006, TELEFÓNICA announced today, 23 January 2006, that all of the remaining conditions of its Takeover Offer to acquire the total share capital of O2 plc, launched on 21 November 2005, have been satisfied, declaring therefore the Offer unconditional in all respects, in accordance with the rules of the U.K. City Code on Takeovers and Mergers. As at 6:00 a.m. (GMT) on 23 January 2006, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 6,711,615,054 O2 plc Shares representing approximately 76.51 per cent of O2’s issued share capital. In accordance with the rules of the U.K. City Code on Takeovers and Mergers, the consideration will be dispatched or credited on 6 February 2006 to O2 Shareholders who have validly accepted the Offer on or before the date of this announcement (23 January). Thereafter, consideration will be dispatched or credited to O2 shareholders who validly accept the Offer, within fourteen days of receipt of an acceptance valid in all respects.

TELEFÓNICA has received notification today of the Decision of the European Commission to give its clearance to the merger transaction that the proposed acquisition of the UK telecom operator O2 plc by Telefónica would give rise to. Notwithstanding the above, the European Commission has considered adequate to make its clearance conditional upon Telefónica agreeing that its subsidiary Telefónica Móviles S.A would exit from the European mobile operators alliance “FreeMove” as soon as possible, and its commitment not to re-enter that alliance without the Commission’s prior consent in the coming years. As previously disclosed, Telefónica expects that the Offer will be declared wholly unconditional in January 2006.

TELEFÓNICA announced today, 3 January 2006, its waiver to the minimum volume requirement established as a condition to its Takeover Offer to acquire the total share capital of O2 plc., launched on 21 November 2005, therefore declaring the Offer unconditional as to acceptances, in accordance with the procedure established pursuant to the U.K. City Code on Takeovers and Mergers. As at 12:00 p.m. (GMT) on 2 January 2006, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 5,937,049,921 O2 Shares representing approximately 67.69 per cent of O2’s issued share capital. In accordance with the rules of the U.K. City Code on Takeovers and Mergers, the Offer is being extended and will remain open for acceptance until the next closing date, which will be on 20 January 2006, at 1.00 p.m. (GMT).