CNMV communications

The Board of Directors of Telefónica, S.A. at its meeting held today, has accepted the resignation of the Proprietary Director and Vice-Chairman, Mr. Vitalino Nafría Aznar. Likewise, the Board of Directors has agreed, following a favorable report from the Nominating, Compensation and Corporate Governance Committee, the interim appointment of Mr. Ignacio Moreno Martínez as new member of the Board of Directors, as Proprietary Director, as well as the appointment of Mr. José María Abril Pérez as Vice-Chairman of the Board.

The Board of Directors of Telefónica, S.A. at its meeting held today, has accepted the resignation of the Proprietary Director and Vice-Chairman, Mr. Vitalino Nafría Aznar. Likewise, the Board of Directors has agreed, following a favorable report from the Nominating, Compensation and Corporate Governance Committee, the interim appointment of Mr. Ignacio Moreno Martínez as new member of the Board of Directors, as Proprietary Director, as well as the appointment of Mr. José María Abril Pérez as Vice-Chairman of the Board.

Telefónica, S.A. will hold a conference call with analysts at 4:00 p.m. (Madrid time) tomorrow, November 11th, 2011, to announce its 2011 third quarterly financial information.

The Company will pay a dividend to be charged to Unrestricted Reserves, of a fixed gross amount of 0.77 euro for each Company share issued, in circulation and carrying entitlement to this dividend.

Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its EMTN Programme, has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting 1,000 million euro. These Notes, due on February 3rd, 2016, pay an annual coupon of 4.967% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on November 3rd, 2011.

Yesterday, the credit rating agency Fitch Ratings published its decision to lower the longterm credit rating of Telefónica, S.A. from A- outlook negative to BBB+ outlook stable. At the same time, the rating agency’s short-term credit rating remained at F-2.

The Executive Commission of TELEFÓNICA’s Board of Directors has approved today a new organisational structure, embarking on a new era with eyes set on the medium and long term future with the aim of reinforcing its growth story, actively participating in the digital world and capturing the most of the opportunities afforded by its global scale and industrial alliances.

On Thursday August 11th, the credit rating agency Standard & Poor´s Rating Services (S&P’s) published its decision to lower the long-term credit rating of Telefónica, S.A. from A- outlook negative to BBB+ outlook stable. At the same time, S&P’s short-term credit rating remained at A-2.

Breakdown detail of the shares to be delivered in the third cycle of the PSP program to each of its beneficiaries who are Directors or Executive Officers of the Company, and also the theoretical number of shares assigned and the maximum number possible of shares to be received in the event of fulfillment of the Co-investment requirement established on the PIP progran and of maximum achievement of the TSR objective in each cycle, that would correspond to Executive Directors and other members of the Executive Committee.

In relation to the spectrum auction that has finished today, July 29, it is hereby informed that TELEFÓNICA MÓVILES ESPAÑA, S.A.U., has submitted the best winning bid in 5 frequency blocks, which will allow the Company to have spectrum available in all bands assigned to mobile services. The total cost of the mentioned blocks amounts to 668.3 million euro and the payment will be distributed in two years (356 million euro in September 2011 and the remaining amount in the second quarter of 2012).

Telefónica, S.A. will hold a conference call with analysts at 4:00 p.m. (Madrid) tomorrow, July 28th, 2011, to announce its 2011 first half-yearly financial information.

Regarding the Redundancy Plan of Telefónica España, agreed by a wide majority with the unions, and after its approval by the labour authorities, the Company here provides information on the impacts of that Redundancy Plan.

Yesterday, Telefónica de España, S.A.U., a Telefónica Group subsidiary, agreed a package with the unions which includes, among others, the implementation of a Redundancy Plan affecting up to 6,500 jobs.The Redundancy Plan will be presented to the employment authorities for approval.Telefónica will meet all the costs relating to the aforementioned Redundancy Plan.

In relation to the initial offering of shares of Atento Inversiones y Teleservicios, S.A. (sociedad unipersonal), the prospectus for which was officially registered with Spain’s securities market regulator, the CNMV, on 26 May 2011, Telefónica, in consensus with the Global Coordinators, has decided to suspend the offering, in light of the adverse market conditions.

In connection with the initial offering of shares of Atento Inversiones y Teleservicios, S.A. (sociedad unipersonal) addressed exclusively to qualified investors as described in the prospectus (folleto informativo) registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores) on May 26, 2011, Telefónica has decided, together with the Joint Global Coordinators, to reduce the lower end of the nonbinding price range (banda de precios no vinculante), which will be 17.25 euro. Furthermore, the timetable of the offering will be amended by postponing it one day for facilitating the evaluation of such amendment of the price range by the investors.

The Spanish Comisión Nacional del Mercado de Valores has approved and registered the prospectus relating to the offering of the shares of Atento Inversiones y Teleservicios, S.A.U. , whose book-building period will start tomorrow, May 27.

The Annual General Shareholders’ Meeting of TELEFÓNICA, S.A. held at second call today, May 18, 2011, with the attendance of 67,103 shareholders, present or represented, holding 2,366,749,861 shares, representing 51.86 % of the share capital of the Company, has approved by a large majority of votes all the resolutions submitted by the Board of Directors for deliberation and vote by the General Shareholders’ Meeting.

The Executive Commission of TELEFÓNICA’s Board of Directors, in its meeting held today, authorized the sell of more than 50% of the capital of its subsidiary, Atento Inversiones y Teleservicios, S.A.U., through an initial offering exclusively addressed to qualified investors.

Telefónica, S.A. will hold a conference call with analysts at 4:00 p.m. (Madrid) tomorrow, May 13th, 2011, to announce its 2011 first quarterly financial information.

Telefónica, S.A. filed today with the U.S. Securities and Exchange Commission its annual report on form 20-F for the year ended December 31, 2010.

TELEFÓNICA, S.A. will pay on May 6th, 2011, an interim dividend from 2011 net income, of a fixed gross amount of 0.75 euro for each Company share issued, in circulation and carrying entitlement to this dividend.

Telefónica, S.A. has resolved to call the Annual General Shareholders’ Meeting of the Company to be held in Madrid, at the Recinto Ferial de la Casa de Campo, Pabellón de Cristal, Avenida de Portugal, sin número, on May 17, 2011 at 1:00 p.m. on first call, or, in the event that the legally required quorum is not reached and therefore the Meeting cannot be held on first call, on May 18, 2011 on second call, at the same place and time. To this end, the following documents are hereby enclosed to this report: i)Full text of the official calling ii) Full text of the proposals to be submitted for approval of the Annual General Shareholders’ Meeting. iii) Disclosures required under former article 116 bis of the Spanish Securities Market Law (Ley del Mercado de Valores).

The Board of Directors of TELEFÓNICA, S.A. has approved to distribute an interim dividend from 2011 net income, of a gross amount of 0.75 euros for each Company share issued, in circulation, and carrying entitlement to this dividend. The payment of this dividend shall be executed on May 6^th.Additionally the Board of Directors will submit for approval of the Annual General Shareholders Meeting the distribution of a dividend with a charge to unrestricted reserves and to be paid in the second half of 2011, of a gross amount of 0.77 euros.

TELEFÓNICA, at its Eighth Investor Conference to be held today and tomorrow in London, will reiterate its commitment to distribute a dividend of 1.75 euros per share for 2012. It is the Company’s intention to maintain the current practice so that this dividend will be payable in two tranches. For such purpose the adoption of the corresponding corporate resolutions will be proposed. Additionally, the Company will announce a minimum annual shareholder remuneration target of 1.75 euros per share beyond 2012. The form of this remuneration (dividend, share buy-back or a combination of both) will be decided considering circumstances and investors’ preferences by that time. Telefónica’s shareholder remuneration will not be paid with debt. The Company will also communicate its strategic guidelines up to 2013 and the expected consolidated performance of Telefónica based on the key financial indicators.

Telefónica, S.A., announces that tomorrow, April 13th , 2011, TELEFÓNICA GROUP will host its Eighth Conference in the city of London, enclosing the Conference Agenda.

Regarding the Corporate Restructuring of their subsidiaries in Brazil, Telecomunicações de São Paulo S.A. – Telesp (“Telesp”) and Vivo Participaçoes, S.A., (“Vivo”), Telefónica informs that the Board of Directors of both companies have approved, at their meeting held on March 25, 2011, the terms and conditions for the merger of shares, by which the totality of Vivo’s shares will be merged into the net worth of Telesp, appraising Telesp’s share capital. Former Vivo’s shareholders will receive 1.55 new shares of Telesp for each Vivo share.

TELEFÓNICA announces that it is considering a possible divestiture of its subsidiary Atento Inversiones y Teleservicios, S.A.U., contemplating, among other alternatives, a potential public offering of shares of that company.

Telefónica, S.A. will hold a conference call with analysts at 4:00 p.m. (Madrid) tomorrow, February 25th, 2011, to announce its 2010 second half-yearly financial information.

The Board of Directors of TELEFÓNICA, at its meeting held today, has analysed and positively considered a proposal to increase the dividend for the year 2011 up to 1.60 euros per share, showing an increase of 14.3% with respect to the 1.40 euros dividend for 2010.

Additionally, TELEFÓNICA confirms its target to distribute a dividend of at least 1.75 euros per share, for 2012.

Yesterday, TELEFÓNICA, S.A. has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in an aggregate principal amount of 2,750 million US dollars.

This issue was split into two tranches. The first tranche, amounting up to 1,250 million US dollars, due on February 16, 2016, with a coupon of 3.992%, payable semiannually, issued at par. The second tranche, amounting up to 1,500 million US dollar, due on February 16, 2021, with a coupon of 5.462%, payable semi-annually, issued at par. The settlement date is scheduled to be February 16, 2011.

Today, TELEFÓNICA, S.A., under its EMTN Programme, has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting 1,200 million euros. These six year Notes pay an annual coupon of 4.75% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on February 7th, 2011.

In furtherance of their already existing strategic alliance, TELEFÓNICA, S.A. and CHINA UNICOM have entered into the Enhanced Strategic Alliance Agreement in which both companies have agreed to strengthen and deepen their strategic cooperation in certain business areas and through which, upon the terms and conditions set out thereof, each party has agreed to invest the equivalent of USD 500 million in ordinary shares of the other party. Following completion of the transaction, TELEFÓNICA will own approximately a 9.7% of CHINA UNICOM’s voting share capital, assuming current price of the shares, and CHINA UNICOM will own approximately 1.37% of TELEFÓNICA’s voting share capital. Furthermore, in view of CHINA UNICOM’s interest in TELEFÓNICA’s share capital, TELEFÓNICA undertakes, to the extent permitted under the applicable laws and its by-laws, to propose at its next General Shareholders’ Meeting the appointment of a director nominated by CHINA UNICOM.