TDE.L Regulatory News (TDE)

Press release

Results of the regular General Meeting

Date: 7. 5. 2010

This year's regular General Meeting of the shareholders of Telefónica O2 Czech Republic, a.s. took place on May 7, 2010 in Prague. Shareholders holding some 81% of the company's shares took part; therefore, the General Meeting had a quorum.

The highest corporate body of Telefónica O2 Czech Republic approved the company's unconsolidated and consolidated financial statements for 2009 prepared in accordance to International Financial Reporting Standards (IFRS), recommended for approval by the company's Board of Directors. Both financial statements were audited by Ernst & Young, which expressed unqualified opinion to both financial statements. According to the financial statements for 2009, the company recorded a consolidated profit of CZK 11,666 million and an unconsolidated net profit of CZK 12,414 million.

The General Meeting approved the Board of Directors' proposal regarding profit distribution including the dividend payment. This proposal was based on a thorough analysis undertaken by the Board of Directors regarding the past performance of the company, the current balance sheet position, and the expected future performance including its investment and cash flow plans. At the same time, it is consistent with the company's investment strategy to focus on the investments into growth areas and is based on the Board's intention not to hold cash balances and distribute the surplus cash to shareholders. Dividend payment is made from the 2008 unconsolidated net profit in the amount of CZK 12,388,795 thousand and from the part of the unconsolidated retained profits from previous years in the amount of CZK 494,801 thousand, i.e. a total of CZK 12,883,596 thousand. This represents dividend of CZK 40 per share before tax. September 8, 2010 has been set as the record day for dividends; dividends will be paid on October 6, 2010. The company's Board of Directors expects that continuing strong positive cash flow in 2009 will allow the company to pay the dividend from accumulated cash. The dividend payment shall be administrated by Česká spořitelna, a.s.

At the meeting of the Supervisory Board held prior to the General Meeting, Mr. Anselmo Enriquez Linares resigned from the position of a Supervisory Board member. This vacancy was filled by Mrs. María Eva Castillo Sanz, an independent member of the Board of Directors of Telefónica, S.A., elected by the shareholders, who also became - based on the decision of the General meeting - a member of the Audit Committee following the General Meeting's decision to withdraw Ángel Vilá Boix from this body. The shareholders confirmed by election the following members of the Supervisory Board: Alfonso Alonso Durán, Ángel Vilá Boix, Luis Lada Díaz and Guillermo José Fernandéz Vidal, whose tenure expires in June.

The General Meeting approved conclusion of the agreement on performance of a member of the Supervisory Board between the company and all new Supervisory Board members as well as conclusion of the agreement on performance of a member of the Audit Committee between the company and Maria Eva Castillo Sanz, the new member of Audit Committee.

For more information, please contact:

MARTIN ŽABKA Spokesperson

Telefónica O2 Czech Republic, a.s.

public.relations.cz@o2.com

tel: 800 163 342 (800 1 media)

About Telefónica O2 Czech Republic

Telefónica O2 Czech Republic is a major integrated operator in the Czech Republic. It is now operating more than seven million lines, both fixed and mobile, making it one of the world's leading providers of fully converged services. The organization offers the most comprehensive portfolio of voice and data services in this country. It is paying special attention to the exploitation of the growth potential, particularly in the data and Internet sector. Telefónica O2 Czech Republic operates the largest fixed and mobile network including a 3rd generation network, CDMA (for data), and UMTS, enabling voice, data and video transmission. Telefónica O2 Czech Republic is also a notable provider of ICT services. 

About Telefónica Europe

Telefónica Europe is a business division of Telefónica comprising mobile, fixed, and DSL operations in the UK, Ireland, the Isle of Man, Germany, the Czech Republic, and Slovakia. With the exception of Isle of Man, all the operating businesses use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. Telefónica Europe is headquartered in Slough, UK, and has 49 million mobile and fixed customers.

About Telefónica Telefónica is one of the world's largest telecommunications operators by market capitalisation. Its activities are centred mainly on the fixed and mobile telephony businesses, while its broadband business is the key growth driver underpinning both. It operates in 25 countries and has a global customer base of 260 million. Telefónica's growth strategy is focused on the markets in which it has a strong foothold: Spain, Europe and Latin America. Telefónica is a 100% private sector company with its shares listed in Madrid and other stock exchanges and more than 1.5 million individual shareholders.