Significant Events 2015
The Company guarantees that the information contained outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.
Following the Significant Event submitted on November 13, 2015, (register number 230957) the Company informs that on December 2, the free-of-charge allotment rights trading period for the free-of-charge capital increase related to the shareholder compensation by means of a scrip dividend (“Telefónica’s Flexible Dividend”), ended.
Home member state disclosure form.
Communication on the information requested by the spanish national securities market commission to all listed companies or issuers relating to certain provisions of the companies act (ley de sociedades de capital) which are part of the securities trading standards and stock market rules.
In relation to the Significant Event filed on September 30, 2015 (under registration number 229120), Telefónica, S.A. informs that the Executive Commission, at its meeting held today, has agreed the implementation of a capital increase related to the shareholder compensation by means of a scrip dividend (“Telefónica’s flexible dividend”), approved by the Annual General Shareholders´ Meeting, held on June 12, 2015 under section VI of its agenda.
In connection with the long-term incentive plan consisting in the granting of shares of Telefónica, S.A. – called Performance & Investment Plan (“PIP”)- aimed at Telefonica Group Executives including Executive Directors of Telefónica, S.A., and approved by the Annual General Shareholders Meeting held on May 30, 2014, it is informed that the Board of Directors of Telefónica, S.A., following a relevant favorable report of the Nominating, Compensation and Corporate Governance Committee, has approved, with regard to the second cycle (2015-2018) of the aforementioned Plan, the amount of theoretical shares to be assigned to the Executive Board Members and Directors of the Company that are detailed in the Schedule attached, and the maximum possible number of shares to be received by them, in the event of fulfillment of the Co-investment requirement and of maximum achievement of the Total Shareholder Return (TSR) established on the aforementioned Plan.
The Board of Directors has unanimously resolved, preceded by the relevant favourable report from the Nominating, Remuneration and Corporate Governance Committee, the appointment by co-optation of the new Board member Wang Xiaochu, as proprietary Director, to replace Chang Xiaobing, who has voluntarily resigned to his position as Board member of Telefonica, S.A.
The Executive Commission of Telefónica, S.A. Board of Directors, at its meeting held today, has agreed that on the Executive Commission scheduled for November 13, 2015, the appropriate corporate resolutions to carry out the execution of the free-of-charge capital increase, related to the shareholder compensation by means of a scrip dividend (“Telefónica’s Flexible Dividend”), approved by the Annual General Shareholder’s Meeting held on June 12, 2015, should be adopted.
Today, TELEFÓNICA, S.A., through its wholly-owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its Guaranteed Euro Programme for the Issuance of Debt Instruments (EMTN Programme) filed with the Financial Conduct Authority (FCA) in London on June 5, 2015, has launched an issuance of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting to 1,000 million euros.
In connection with the Second phase (2012-2015) of the long-term incentive plan consisting in the granting of shares of TELEFÓNICA, S.A., – called Performance&Investment Plan (“PIP”)- aimed at Telefonica Group Executives (including Executive Directors of Telefónica, S.A.), it is noted in the attached detail, as Schedule I, the number of shares to be delivered in this Second phase, to each of the beneficiaries of the Plan in their positions as Executive Directors or Executives of the Company, and which amounts to 77% of the shares they were assigned originally.
In relation to the Significant Event filed yesterday under registration number 226909, for the purposes of Article 531 of the Spanish Corporation Act (Ley de Sociedades de Capital), it is attached as an appendix to this Significant Event, the literal transcription of the clause 2.5 of the agreement signed between Telefónica and Vivendi.
Telefónica has entered today into an agreement with Vivendi, S.A. through which Telefónica has committed to deliver 46.0 million of its treasury shares, representing 0.95% of its share capital, in exchange for 58.4 million preferred shares of Telefonica Brasil, S.A, (received by Vivendi, S.A. in the context of the acquisition of GVT Participaçoes, S.A.) representing approximately 3.5% of the share capital of Telefonica Brasil, S.A.
The Company informs that, pursuant to the resolution of the share capital reduction, by the cancellation of own shares, adopted by the Annual General Shareholders’ Meeting of Telefónica held on June 12, 2015, and following the execution agreement adopted by the Board of Directors of the Company, the public deed of this share capital reduction has been registered in the Madrid Mercantile Registry (Registro Mercantil).
Telefónica informs about the agreement reached for the marketing of the exploitation of audiovisual content rights for pay per soccer.
Telefónica, S.A. announces the date of publication of the half yearly financial results January – June 2015.
Telefónica reports the divestment of its entire stake in Telecom Italia S.p.A.
Telefonica informs of the demerger of Telco, S.p.A.
The Annual General Shareholders’ Meeting of TELEFÓNICA, S.A. held at second call today, June 12, 2015, with the attendance, present or represented, of shareholders holding shares representing 58.40% of the share capital of the Company, has approved by a majority of votes all the resolutions submitted by the Board of Directors for deliberation and vote by the General Shareholders’ Meeting.
Following the Significant Event registered on March 26, 2015, (under registration number 220689), and once the relevant regulatory authorizations have been obtained, Telefónica announces that the Extraordinary General Shareholders Meeting of Telefónica Brasil, S.A. held yesterday 28 May, 2015, has approved the acquisition of Global Village Telecom, S.A. and its holding company GVT Participações, S.A., collectively ( “GVT”), to Vivendi, S.A., as well as the issuance of shares of Telefonica Brasil to Vivendi, S.A. as partial payment of the purchase price of the shares of GVT.
Further to the Significant Event registered on July 4, 2014, in connection with the acquisition by Telefónica de Contenidos, S.A.U. of the 56% of the capital stock of Distribuidora de Televisión Digital, SA (DTS) owned by Promotora de Informaciones, S.A. (PRISA), Telefonica informs that, once the relevant regulatory authorizations have been obtained, the transaction has been completed.
Further to the Significant Event released on April 14, 2015 and pursuant to the resolution adopted by the Board of Directors of TELEFÓNICA, S.A., we hereby inform all shareholders that on May 12, 2015, the Company will pay an interim dividend from 2015 net income, of a fixed gross amount of 0.40 euro for each Company share issued, in circulation and carrying entitlement to this dividend. (Record Date: May 11, 2015). This payment will be made as follows, in all events subject to the provisions of the applicable tax legislation.
The Board of Directors of TELEFÓNICA, S.A has resolved to call the Annual General Shareholders’ Meeting to be held in Madrid, at the Recinto Ferial de la Casa de Campo, Pabellón de Cristal, Avenida de Portugal, sin número, at 1:00 p.m. on June 12, 2015 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 that is hereby called on June 11, 2015 at the same place and time.
Telefonica informs that the public deed evidencing the share capital increase has been registered with the Commercial Registry of Madrid.
Telefónica declares the capital increase fully subscribed with a demand of 3.7 times the shares offered.
Telefónica, S.A. announces the date of publication of the quarterly results January – March 2015.
The company submits information about dividends.
Telefónica informs that the CNMV has registered in its official records the Securities Note of the share capital increase with pre-emptive suscription rigths for existing shareholders. Also a Prospectus Supplement has been filed with the SEC.
Telefónica forwards presentation.
Telefónica announces a presentation via webcast for analysts and investors at 16:00 in relation to the right issues announced yesterday by means of Significant Event.
GVT authorizations in Brasil.
Share Capital Increase with pre-emptive Suscription Rigths for existing shareholders.
Telefónica informs that a definitive agreement has been reached with Hutchison Whampoa Group for the acquisition by the latter of Telefónica’s operations in the UK (O2 UK).
The company submits information in connection with ANATEL decisions.
Telefónica, S.A. has filed with the U.S. Securities and Exchange Commission its annual report on form 20-F for the year ended December 31, 2014.
The Company has executed a syndicated facility agreement in an aggregate amount up to 2,500 million euro.
The Company announces that the 2014 consolidated financial statements will use the exchange rate of the Venezuelan bolivar set at the previously denominated SICAD II, (set at 50 Venezuelan bolivar fuerte per dollar in the last auction), for the purpose of translating the transactions, cash flows and balances related to the investments in Venezuela.
Telefónica and Hutchison Whampoa Group have agreed to enter into exclusive negotiations for the potential acquisition by the latter of Telefónica’s subsidiary in the UK (O2 UK).
