<div id="readability-page-1"><p>Telefonica <span>NYSE: TEF<span></span></span> convened its ordinary general shareholders’ meeting on second call with a quorum representing more than 65% of the company’s share capital, according to figures read into the record by the meeting’s secretary and later updated following the close of the speakers’ list.</p><h2>Quorum and meeting procedures</h2> <p>Provisional attendance figures cited at the start of the meeting indicated 27,390 shareholders attending in person or by proxy, holding 3,720,786,545 shares and representing 65.62% of the company’s share capital. The chair declared a valid quorum for the meeting on second call, and the notary asked whether any attendees had reservations or protests concerning the attendance statements; none were reported at that time. </p><p>Later, final attendance data presented after the speakers’ list closed showed 27,661 shareholders present or represented, holding 3,726,013,000 shares, representing 65.71% of the company’s share capital. </p><p>The secretary also reviewed the process for shareholder interventions and voting, including procedures for remote participation and instructions related to proxy voting where directors could face conflicts of interest. Shareholders attending in person were instructed to register votes against or abstentions at designated desks; otherwise, votes would be deemed in favor of the proposed resolutions.  </p><h2>Governance and remuneration disclosures</h2> <p>The secretary informed shareholders about the company’s annual corporate governance report for fiscal year 2025, filed with Spain’s securities regulator (CNMV) on Feb. 24, 2026, and made available on the company’s website. The secretary said Telefonica complies with “practically all” recommendations of Spain’s good governance code, while highlighting areas of partial compliance, including: </p><ul>   <li>A 10% cap on the maximum number of votes a single shareholder may cast under Article 26 of the bylaws, described as a tool to protect minority shareholders.</li>   <li>The existence of a single combined Appointments, Remunerations, and Good Governance Committee, with no current plans to split it.</li>   <li>Disclosure practices around executive contracts, including that the chief operating officer’s severance conditions remain those from a prior contract.</li> </ul> <p>The annual report on directors’ remuneration for fiscal year 2025 was described as approved by the board on Feb. 23, 2026 and filed the next day with the CNMV.  </p><h2>Agenda items and resolutions put to a vote</h2> <p>The meeting reviewed the principal proposed resolutions submitted by the board, including approval of 2025 annual accounts and reports, sustainability information, profit allocation, auditor appointments, board appointments, shareholder remuneration, and advisory and procedural items. Key items included: </p><ul>   <li>Approval of Telefonica’s individual and consolidated annual accounts and management reports for fiscal year 2025, as prepared by the board at its Feb. 23, 2026 meeting.</li>   <li>Approval of the group’s consolidated non-financial and sustainability information for fiscal year 2025, with the secretary noting that PricewaterhouseCoopers (PwC) audited the financial information and verified the non-financial information.</li>   <li>Allocation of Telefonica, S.A. profits of EUR 1,060 million to voluntary reserves.</li>   <li>Re-election of PricewaterhouseCoopers Auditores, S.L. as statutory auditor for fiscal year 2026 and appointment of the same firm for fiscal years 2027-2029, following a public tender process.</li>   <li>Director proposals including the re-election of María Luisa García Blanco and the ratification/appointment of Anna Martínez-Balañá, César Mascaró y Alonso, and Mónica Rey Amado, as well as the appointment of Jane Thompson, all described as independent directors.</li>   <li>A proposed cash dividend of EUR 0.15 per share charged to free reserves, with payment scheduled for June 18, 2026.</li>   <li>Approval of a directors’ remuneration policy to apply from approval through fiscal years 2027-2029.</li>   <li>An advisory (consultative) vote on the 2025 annual report on directors’ remuneration.</li> </ul>  <h2>Chairman outlines “Transform and Grow” strategy and 2025 performance</h2> <p>In remarks to shareholders, the chairman said the company had embarked about 15 months earlier on a “deep transformation” aimed at simplifying the organization, focusing on core markets, strengthening the balance sheet, and reducing exposure in Latin America. He described Telefonica’s strategic ambition as becoming “the best point of access” for citizens, companies, and institutions to digital technologies, with a goal of being among Europe’s best “tech-telcos” by 2030 and among the world’s best telcos by 2035. </p><p>The chairman said Telefonica was concentrating on four core markets—Spain, the United Kingdom, Germany, and Brazil—and stated the company had completed exits from Peru, Uruguay, Ecuador, Colombia, and Chile. He also cited the acquisition of Netomnia in the U.K. as aligned with the company’s approach to consolidation and network capabilities. </p><p>Discussing operations, he cited initiatives including an AI-capable cloud with low-latency processing and “17 edge nodes,” network resilience through automation, and the Titan Connect solution for secure and resilient connectivity in critical environments. He also referenced content success at Movistar Plus+ and cited several productions by name. </p><p>On financial performance, he said Telefonica met its 2025 financial commitments, with revenue growth and improved profitability. Among the figures he cited were adjusted EBIT growth of 2% (adjusted for exchange rates), free cash flow from continuing operations of EUR 2,069 million, and total access of 326 million, described as up 2% year over year. He also cited B2B growth of 7.1% and said IT revenue represented more than 48% of B2B revenue in 2025. He pointed to performance in Spain, Germany, and Brazil, including Vivo’s net profit growth of 11.2% in 2025 and 103 million mobile accesses, and said the company acquired 100% of FiBrasil’s fiber.  </p><h2>Shareholder questions on dividend, consolidation, infrastructure, and workforce</h2> <p>During the Q&amp;A, a shareholder asked about the rationale for reducing the dividend and sought management’s view of share price performance. The chairman responded that dividend policy is part of capital allocation, taking into account cash flow generation and the financial flexibility needed for the company’s new phase. He reiterated a commitment to a EUR 0.15 cash dividend per share for 2026 and said, in the medium term, value creation would be driven by growth, financial flexibility, and cash flow generation. On share price, he said it would reflect the company’s ability to generate revenues, EBIT, “quality EBITDA,” and convert EBITDA into cash flow, adding that investor trust would be reflected in the share price as results improve. </p><p>Another shareholder asked about European telecom consolidation. The chairman said Telefonica views Europe as fragmented with “38 big operators” compared with three in the United States, China, and India, arguing that scale is needed to invest, develop technology, and compete. He said Telefonica intends to “lead or co-lead” consolidation, starting within individual markets before moving to a European level, while adding he could not discuss specific conversations or potential moves. </p><p>In responses led by CEO Emilio Gayo, management addressed questions about a redundancy plan, describing it as enabling the company to bring in specialized talent, improve employability through re-skilling, and advance new work models. He said the outcome in Telefonica España had been positive, emphasizing a negotiated process supported by unions and noting most exits were voluntary. </p><p>Gayo also responded to concerns about cabling and infrastructure in Spain, stating the company renews 50,000 posts per year and plans to increase that to 100,000, and that 60% of copper had been decommissioned with completion expected in the next 12 months. He said European funds received had been used for “dual use,” including rural 5G connectivity and fiber improvements and digitalization of customers and public administrations. He also addressed questions about pensions by noting allegations are made to Social Security and that channels exist for former employees to submit queries. </p><p>At the conclusion of the meeting, the secretary reported that there was sufficient majority to approve all board-proposed resolutions on the agenda, with final voting data to be published on the company’s corporate website.</p><h2>About Telefonica <span>NYSE: TEF<span></span></span></h2><p>Telefónica, SA is a Spanish multinational telecommunications company headquartered in Madrid. Founded in 1924 as Compañía Telefónica Nacional de España, it has grown into one of the world's largest telecommunications groups. Telefónica provides a broad range of communications services to residential and business customers, including mobile and fixed-line telephony, broadband internet, and pay-TV. The company also develops and sells network infrastructure and related services to support connectivity at scale.  </p><p>Beyond traditional voice and data services, Telefónica has expanded into digital and IT services aimed at enterprise customers and public-sector clients.</p><h2>Featured Stories</h2><ul><li>Five stocks we like better than Telefonica</li></ul><p><em>This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.</em></p><h2>Should You Invest $1,000 in Telefonica Right Now?</h2><p>Before you consider Telefonica, you'll want to hear this.</p><p>MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. MarketBeat has identified the five stocks that top analysts are quietly whispering to their clients to buy now before the broader market catches on... and Telefonica wasn't on the list.</p><p>While Telefonica currently has a Strong Sell rating among analysts, top-rated analysts believe these five stocks are better buys.</p><p>View The Five Stocks Here</p>                  </div>

<p>Telefonica's AGM approved all board proposals, confirming a €0.15 dividend and outlining a transformation strategy. The meeting had over 65% of share capital represented, with key resolutions including the approval of 2025 annual accounts, profit allocation of €1,060 million to reserves, and re-election of auditors. The chairman emphasized a strategic focus on core markets and digital technology access, aiming to position Telefonica among Europe's top tech-telcos by 2030 and globally by 2035.</p>

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Telefonica AGM OKs All Board Proposals, Confirms €0.15 Dividend and Transformation Strategy