TDE.L Regulatory News (TDE)

28 Mar 2007 18:05

Telefonica SA28 March 2007 TELEFONICA S.A., as provided in article 82 of the Spanish Securities MarketAct (Ley del Mercado de Valores), hereby reports the following SIGNIFICANT EVENT The Board of Directors of TELEFONICA, S.A., at its meeting held today, hasunanimously resolved to call the Annual Shareholders' Meeting to be held inMadrid, at the Casa de Campo Exhibition Centre, Pabellon de Cristal, Avenida dePortugal, s/n at 12 pm on May 9th, 2007 on first call and, if the legallyrequired quorum is not reached and therefore the Meeting cannot be on firstcall, at 12 pm on May 10th, 2007 on second call at the same place. The Agenda of the Annual General Shareholders's Meeting, that has been approvedin the aforesaid Board's meeting, is the following: AGENDA I. Examination and approval, if appropriate, of the Individual AnnualAccounts, of the Consolidated Financial Statements (Consolidated AnnualAccounts) and of the Management Report of Telefonica, S.A. and its ConsolidatedGroup of Companies, as well as of the proposed allocation of profits/losses ofTelefonica, S.A. and of the management of its Board of Directors, all withrespect to the Fiscal Year 2006. II. Re-election, ratification, and appointment, if appropriate, ofDirectors. III. Authorization to acquire the Company's own shares, either directly orthrough Group Companies. IV. Delegation to the Board of Directors of the power to issuedebentures, bonds, notes and other fixed-income securities, be they simple,exchangeable and/or convertible, with an allocation in the last case of thepower to exclude the pre-emptive rights of shareholders and holders ofconvertible securities, the power to issue preferred shares, and the power toguarantee the issuances of subsidiaries. V. Reduction in share capital by means of the repurchase ofthe Company's own shares, with the exclusion of creditors' right to challengethe repurchase, and revising the text of the article of the By-Laws relating toshare capital. VI. Amendment of the By-Laws. VI.1 Amendments regarding the General Shareholders' Meeting: amendment ofArticle 14 (Powers of the shareholders acting at a General Shareholder'Meeting); Amendment of paragraphs 1 and 3 of Article 15 (Ordinary andExtraordinary Shareholders' Meeting); amendment of paragraph 1 of and additionof paragraph 4 to Article 16 (Call to the General Shareholders' Meeting);amendment of Article 18 (Shareholders' Right to Receive Information); amendmentof Article 19 (Chairmanship of the Meeting and Preparation of the AttendanceRoll); and amendment of paragraph 2 of Article 20 (Deliberations and Voting). VI.2 Amendments regarding proxy-granting and voting by means oflong-distance communication and remote attendance at the Meeting: amendment ofArticle 17 (Right to attend); insertion of a new Article 17 bis (Remoteattendance by electronic or data transmission means); and insertion of a newArticle 20 bis (Casting of votes from a distance prior to the Meeting). VI.3 Amendments regarding the Board of Directors: elimination of paragraph 4of Article 24 (Composition and Appointment of the Board of Directors); amendmentof paragraph 2 of Article 25 (Requirements for appointment as Director);amendment of Article 27 (Meetings, quorum and adoption of resolutions by theBoard); amendment of Article 30 (Powers of the Board of Directors); andamendment of Article 31 bis (Audit and Control Committee). VII. Amendment of the Regulations for the General Shareholders'Meeting. VII.1 Amendment of Article 5 (Powers of the shareholders at the GeneralShareholders' Meeting). VII.2 Amendments relating to the call to and preparation of the GeneralShareholders' Meeting: amendment of paragraph 2 of Article 7 (Power andobligation to call to meeting); insertion of a new sub-section 3 in Article 8(Publication and notice of the call to meeting); amendment of sub-section 2 ofArticle 9 (Information available to the shareholders from publication of thenotice of the call to meeting); amendment of sub-section 3 of Article 10 (Rightto receive information). VII.3 Amendments relating to proxy-granting and voting by means oflong-distance communication and remote attendance at the Meeting: amendment ofsub-section 1 and insertion of new sub-sections 5 through 7 of Article 13(Proxy-granting and representation); amendment of sub-section 6 of Article 15(Preparation of the Attendance Roll); insertion of a new Article 17 bis (Remoteattendance by electronic or data transmission means); and insertion of a newArticle 20 bis (Casting of votes from a distance prior to the Meeting). VII.4 Other amendments: amendment of Article 21 (Voting on the proposedresolutions) and amendment of Article 24 (Continuation). VIII. Delegation of powers to formalize, interpret, cure and carry out theresolutions adopted by the shareholders at the General Shareholders' Meeting. Madrid, March 28th, 2007 This information is provided by RNS The company news service from the London Stock Exchange