TDE.L Regulatory News (TDE)

The General Meeting of Telefónica O2 Czech Republic, a.s., which was held on 7 May, 2010

Adopted Resolutions

Item 2)

Approval of the Rules of Procedure of the General Meeting, election of the chairman of the General Meeting, the minutes clerk, minutes verifiers and persons to count votes

 Resolution No. 2.1

The General Meeting approves the Rules of Procedure of the General Meeting, as proposed by the Board of Directors of the Company.

 Resolution No. 2.2

The General Meeting elects Mr. Jan Zelený as Chairman of the General Meeting, Ms. Marcela Ulrichová as Minutes Clerk, and Mr. Vladimír Brož and Ondřej Lukáš Machala as Minutes Verifiers, and Mr. Václav Novotný and Ms. Lucie Strmisková as persons to count the votes (scrutineers).

Item 5)

 Approval of the Company's financial statements for 2009

 Resolution No. 5A

The General Meeting approves the Annual Financial Statements of Telefónica O2 Czech Republic, a.s., for 2009, as audited, and submitted by the Company's Board of Directors.

 Resolution No. 5B 

The General Meeting approves the Consolidated Financial Statements of Telefónica O2 Czech Republic, a.s. for 2009, as audited, and submitted by the Company's Board of Directors.

Item 6)

Resolution on distribution of the Company profit for 2009 and retained Company profit from previous years and, as the case may be, other available funds of the Company, and determination of royalties for 2009

Resolution No. 6

The Board of Directors proposes to distribute the unconsolidated profit of Telefónica O2 Czech Republic, a.s. (hereinafter "Company") for 2009 in the amount of CZK 12,413,794,954.93 after tax as follows:

1) contribution to the reserve fund 0.00 CZK

2) contribution to the social fund 25,000,000.00 CZK

3) royalties 0.00 CZK

4) dividends 12,388,794,954.93 CZK

Additionally, the Board of Directors proposes to use the unconsolidated retained profits from previous years (in the current total amount of CZK 2,308,239,273.03) in the amount of CZK 494,801,045.07 as follows:

1) contribution to the reserve fund 0.00 CZK

2) contribution to the social fund 0.00 CZK

3) royalties 0.00 CZK

4) dividends 494,801,045.07 CZK

Further, the Board of Directors proposes that the unconsolidated retained profits of previous years in the total amount of CZK 1,813,438,227.96 shall remain undistributed.

A dividend of CZK 40.00 before tax shall thus be paid to each share with the nominal value of CZK 100, and a dividend of CZK 400.00 before tax shall be paid to each share with the nominal value of CZK 1,000. Under the conditions arising from the Czech legal regulations, the relevant tax shall be deducted (subtracted) by the Company before effecting the payment.

The shareholders of the Company will have the title to dividend, or their heirs or legal successors, provided that they prove the existence of their title. In the case of book-entered bearer shares, that applies to persons listed in the extract from the statutory registration, which extract shall be procured by the Company, as of the decisive date for exercising the right to dividend (hereinafter the "decisive date for dividend").

The decisive date for dividend shall be 8th September 2010.

The dividend shall be payable on 6th October 2010. The payment of the dividend shall be the responsibility of the Board of Directors of the Company, and the payment shall be effected at the costs of the Company and in compliance with legal regulations and the Articles of Association of the Company. The Board of Directors of the Company shall notify the shareholders of the date, venue and method of payment of the dividend and of the decisive date for dividend in the manner of convocotion of the General Meeting, as set forth by the Articles of Association and by the laws. Other manners of notification, as required by the laws, shall not be affected thereby.

Without undue delay after holding the regular General Meeting, the Board of Directors shall send to the shareholders holding the registered share a written notification of the date, venue and method of payment of the dividend and of the decisive date for dividend. The notification shall be sent to the address given in the list of shareholders.

Item 7)

Resolution on an amendment to Company's Articles of Association

Resolution No. 7

The General Meeting resolves on an amendment to Company's Articles of Association whereby the current text (containing Basic Provisions and Articles 1 through 41) shall be replaced with amended text (containing Basic Provisions and Articles 1 through 41.

Item 9)

Election of the Company's Supervisory Board members

Resolution No. 9.1

The General Meeting elects a member of the company's Supervisory Board, Ms. María Eva Castillo Sanz, born on 23 November 1962, domicile at Calle Diego de León 60, Postcode 280 06 Madrid, the Kingdom of Spain, with immediate effect.

Resolution No. 9.2

The General Meeting elects a member of the company's Supervisory Board, Mr. Alfonso Alonso Durán, born on 8 August 1957, domicile at Pozuelo de Alarcón, c/Mercedes de la Cardinieri 14, Postcode 282 23 Madrid, the Kingdom of Spain, with effect as of 24 June 2010.

Resolution No. 9.3

The General Meeting elects a member of the company's Supervisory Board, Mr. Ángel Vilá Boix, born on 29 July 1964, domiciled at Chalet H, c/Laguna Grande n°.2, Postcode 280 34 Madrid, the Kingdom of Spain with effect as of 24 June 2010.

Resolution No. 9.4

The General Meeting elects a member of the company's Supervisory Board, Mr. Luis Lada Díaz, born on 16 October 1949, domiciled at Urbanización Interland - Majadahonda, Avda. Mare Nostrum 22, Postcode 282 20 Madrid, the Kingdom of Spain, with effect as of 24 June 2010.

Resolution No. 9.5

The General Meeting elects a member of the company's Supervisory Board, Mr. Guillermo José Fernandéz Vidal, born on 19 March 1946, domiciled at Tres Cantos, Urbanización Soto de Viñuelas, c/Nuria 7, Postcode 287 61 Madrid, the Kingdom of Spain, with effect as of 24 June 2010.

Item 10)

Approval of agreements on performance of the office of the Company's Supervisory Board members

Resolution No. 10

The General Meeting approves conclusion of the agreement on the performance of the office of a member of the Supervisory Board between the Company and Ms. María Eva Castillo Sanz and Messrs. Alfonso Alonso Durán, Ángel Vilá Boix, Luis Lada Díaz and Guillermo José Fernandéz Vidal.

Item 11)

Recall of members of the Audit Committee

Resolution No. 11

The General Meeting recalls Mr. Ángel Vilá Boix from the office of the Audit Committee member.

Item 12)

Election of members of the Audit Committee

Resolution No. 12

The General Meeting elects Ms. María Eva Castillo Sanz, born on 23 November 1962, domicile at Calle Diego de León 60, Postcode 280 06 Madrid, the Kingdom of Spain, to the office of the Audit Committee member.

Item 13)

Approval of agreements on performance of the office of the Audit Committee members

Resolution No. 13

The General Meeting approves conclusion of the agreement on performance of the office of an Audit Committee member between the Company and Ms. María Eva Castillo Sanz.

Vladimír Brož, Company Vice-secretary