Company’s Internal Regulations: By-Laws and Regulations

Corporate Bylaws

The last amendment to these By-Laws were approved at the General Shareholders’ Meeting held on April 23, 2021, and registered in the Commercial Registry of Madrid on May 19, 2021.

Regulations

Regulation of the general Sharedolders’ meeting

The shareholders acting at the General Shareholders’ Meeting held on April 30, 2004 approved its first Regulations, which were amended on May 10, 2007. Such modifications were duly registered in the Commercial Registry of Madrid on June 13, 2007.

The General Shareholders’ Meeting held on May 18, 2011, approved a new amendment to these Regulations which purpose is to conform them to the latest legislative developments relating to stock companies and listed corporations. Such modifications were duly registered in the Commercial Registry of Madrid on June 22, 2011.

The General Shareholders’ Meeting held on May 14, 2012, the General Shareholders’ Meeting held on June 24, 2013, and  the General Shareholders’ Meeting held on June 12, 2015 approved amendments to these Regulations which purpose is to conform them to the latest legislative developments. Such modifications were duly registered in the Commercial Registry of Madrid on July 30, 2012, on June 24, 2013, and on August 12, 2015, respectively.

The last amendment to these Regulations were approved at the General Shareholders’ Meeting held on April 23, 2021, and registered in the Commercial Registry of Madrid on May 17, 2021.

Regulation of the board of directors

The Board of Directors approved its first Rules and Regulations on January 29, 1997 which was amended on July 22, 1998. A new text was approved on March 31, 2004 by reason of the publication of the Transparency Law.

The Board, on its meetings held on November 28, 2007 and on February 27, 2008, agreed to make amendments to its Rules and Regulations as a result of the approval of the Unified Code on Corporate Governance by the Spanish Securities Regulator (Comisión Nacional del Mercado de Valores) in May 19, 2006 (known as Código Conthe). Said changes were communicated to the Regulator and then registered in the Commercial Registry of Madrid.

The Board of Directors of Telefónica, S.A., at its meeting held on April 12, 2011, approved a new amendment of the Regulations of the Board of Directors, which amendment is intended to conform to current statutory developments in the area of capital stock companies (sociedades de capital) and listed companies. Said changes were communicated to the Regulator and then registered in the Commercial Registry of Madrid.

The Board of Directors of Telefónica, S.A., at their meetings held on June 26, 2013, and November 25, 2015, December 18, 2019, December 16, 2020, and June 30, 2021, approved new amendments of the Regulations of the Board of Directors. Said changes were communicated to the Regulator and then registered in the Commercial Registry of Madrid.

Regulations of the Audit and Control Committee

Regulations of the Nominating, Compensation and Corporate Governance Committee

Internal code of conduct for securities markets issues