Telefónica, S.A. (TEF) Earnings Call Transcript & Summary

Ladies and gentlemen, shareholders, good morning, everybody. First, I would like to thank you for your trust in Telefónica, which make clear with your attendance at the General Shareholders' Meeting through the channels for remote attendance. As was the case last year, these channels have been activated in view of the situation arising from COVID-19 health crisis in order to offer our shareholders all appropriate means for the exercise of your rights. Let's begin the meeting. I would like to inform all attendees that pursuant to the Company's Act, the Board of Directors has requested that Mr. José Miguel García Lombardía, Notary of the Association of Public Notaries of Madrid, be present to certify the minutes of this meeting. Mr. García Lombardía is present in this room. The secretary has the floor.

Good morning. Further, in compliance with the legal formalities to be observed, we hereby state for the record that in Madrid at 11 a.m. on April 23, 2021, at the offices of Telefónica S.A, located at Distrito Telefónica Ronda de la Communication si numero, auditorio del Edificio Central, there is a meeting on second call of the Presiding Committee of the Ordinary General Shareholders' Meeting of Telefónica Société Anonyme called by resolution of the Board of Directors dated 17th of March 2021 by means of the communication of other relevant information published on March 18, 2021, on the website of the Spanish National Stock Market Commission and on the company's website, www.telefonica.com and by means of announcements published on March 19, 2021, in the newspapers [indiscernible], in which all the matters submitted to the shareholders for approval at this meeting are listed. The Presiding Committee of the General Shareholders' Meeting is made up of Mr. Jose María Alvarez-Pallete Lopez, Chairman of the meeting in his capacity as Chairman of the Board of Directors; and myself, Mr. Pablo De Carvajal González, Secretary for the meeting, in my capacity as Secretary of the Board of Directors, both being currently in office and with our positions recorded with the Commercial Registry. Mr. Angel Vila Boix, Chief Operating Officer of the company, is also physically present at this General Shareholders' Meeting, while the other directors of the company attend via electronic means. As regards the quorum for this meeting and as stated in the announcement of the call to meeting and on the corporate website, www.telefonica.com, the process of registration for remote attendance at this meeting ended at 9 a.m. today, April 23, 2021, which, together with the result of the calculation of the distance votes cast and the proxies granted, allows us to determine that there is a sufficient quorum to validly hold the Ordinary General Shareholders' Meeting on second call, which can therefore begin. The final information on shareholder attendance at this General Shareholders' Meeting has been prepared by an entity external to Telefónica Société Anonyme, namely the well-known firm, Indra S.A., which has performed the review and analysis of the remote attendance, the distance votes and the proxies, which are also available to the shareholders wishing to review them and which has delivered to -- has been delivered to a final data with the following result: 2,739 shareholders present, holding [ 108,922,552 ] shares; 26,324 shareholders represented by proxy holding 3,300 -- 36,233 shares. In total, present or represented, 29,663 shareholders holding [ 100,389,558 ] shares, and of which, they represent [ 56, -- 8,973% ] of the share capital of the company, Telefónica, S.A. The share capital of the company amounts to EUR 5,526,431,062, represented by the same number of shares. There is thus a sufficient quorum for this ordinary share -- General Shareholders' Meeting to be validly held on second call and for the discussion of the matters included on the agenda.

In view of the information provided by the secretary, I hereby declare a valid quorum to exist for this Ordinary General Shareholders' Meeting on second call. The notary has the floor.

Thank you, Mr. President. Ladies and gentlemen, shareholders, in compliance with the provisions of commercial law, I hereby ask the attendees whether they have any reservations or protests with respect to the statements regarding the number of shareholders attending the meeting and the capital present and represented by proxy. If there are any, you can report them to me now using the remote attendance application. I hereby inform you that there have been no reservations or protests with respect to the statements made by the secretary regarding the number of shareholders attending the meeting and the capital present and represented by proxy.

There being no objections of any kind of the matter raised by the notary, I confirm that the General Shareholders' Meeting of Telefónica Société Anonyme is validly established on second call in order for the shareholders to discuss and decide all the matters included on the agenda. The Secretary has the floor again.

The resolutions proposed by the Board of Directors to all of you, ladies and gentlemen, shareholders, are those included in the documentation that has been available to you since the date of the call to the general meeting, both on the website and at the registered office of the company. The shareholders are reminded that the full text of the proposed resolutions submitted to a vote is available to them in the application for remote attendance at the meeting. Moreover, pursuant to applicable legal provisions, the shareholders at this General Shareholders' Meeting must be informed of the following matters. First, information must be provided regarding the amendment of the regulations of the Board of Directors of the company, which was approved by the Board of Directors at its meeting held on the 16th of December 2020 and recorded at the Madrid Commercial Registry on the 18th of January 2021. The main purpose of such amendment was to: one, adapt the regulations to the recommendations of the Code of Good Governance amended in June 2020; two, to adapt it to certain recommendations of the Good Governance Code not amended in June 2020 in which the company had already been complying with; and three, to incorporate some complementary aspects and technical clarifications. Among other questions, some aspects relating to the composition of the committees of the Board of Directors, the functions have been adjusted and new ones have been assigned to the Audit and Control Committee, the Appointments, Compensation, Corporate Governance Committee, the Sustainability Committee and Quality Committee and the specific regulation for the Strategy and Innovation Committee has been included in the regulations. The text resulting from the amendment is available to you on the company's corporate website. Second, we must inform you about the company's annual Corporate Governance Report for fiscal year 2020, which has been prepared in accordance with the regulations established by the Spanish National Stock Market Commission, and which has been included in the management reports that are attached to both the individual annual accounts of Telefónica and the accounts of its consolidated group, all of them for fiscal year 2020. In the aforementioned annual corporate governance report, which has been prepared for the second year running without following a standardized format, the company provides detailed information regarding various matters related to its corporate governance, including the following: the ownership structure of the company; the rules governing the conduct of the General Shareholders' Meeting; the management structure of the company; detailed information regarding related party transactions and intergroup transactions; the risk control and management systems that the company has established; the internal risk control and management systems regarding the financial information reporting process; and the level of compliance with corporate governance recommendations. This annual corporate governance report was registered with the Spanish National Stock Market Commission on February 25, 2021, and has been available since then on the website of the company. At this point, I give the floor to the Chairman in order for him to report on the company's corporate governance, and in particular, on the company's level of compliance with the recommendations of the good governance code.

As set out in the annual corporate governance report for fiscal year 2020, Telefónica complies with practically all of the recommendations of the Good Governance Code, with the following provisos. Firstly, I inform you that the Board of Directors of Telefónica is convinced that the limit on the maximum number of votes that a single shareholder may cast, 10% of the total share capital, as stated in Article 26 of the bylaws, is an effective tool to protect the interest of all minority shareholders. Moreover, with regard to the number of members of the Board of Directors, the complexity of the organizational structure of the Telefónica Group and the wide variety of sectors in which it carries out its activities justify the number of 17 members on its Board of Directors. Similarly, and in the same regard, Telefónica SA is one of the largest companies listed on the Spanish stock exchanges by market capitalization and has shareholders with large holdings in absolute value terms, which is the reason why, in terms of proprietary directors, Telefónica cannot adhere to strict proportionality criteria when determining the composition of its Board. Likewise, with respect to that, it should be pointed out that the Appointments, Compensation and Corporate Governance Committee is a single body. And to date, there has been no discussion of splitting it up in order to favor coordination and ensure that it continues to work efficiently. In addition, the Audit and Control Committees and the Appointments, Compensation, Corporate Governance Committee are chaired by independent directors as provided by law. In the other committees whose purview covers matters related to the company's business and management issues, it is being considered appropriate that they form part of the proprietary and other external directors in order for them to contribute their technical knowledge and specific experience. Moreover, and as can be seen in the company's public information, the directors and officers held very significant interest in the capital of Telefónica, S.A as of December 31, 2020, which shows their commitment to Telefónica and the alignment of their interest with those of the shareholders. Similarly, the policy of remuneration of the directors approved by the shareholders at the General Shareholders' Meeting held on June 8, 2018, includes the commitment of the executive directors to maintain a number of shares equal to 2 payments of annual gross fixed remuneration for so long as they have such status. In addition, in order to increase the Executive Director's level of commitment and also in compliance with recommendation 62 of the Good Governance Code, the new directors' remuneration policy submitted for approval at this AGM maintains the aforementioned commitment to hold the number of shares equivalent to 2 years' gross fixed remuneration. But it also establishes that until the number of shares subject to this commitment has been reached, the shares received under any variable remuneration element shall be subject to a minimum retention period of 3 years, as required by the aforementioned recommendation 62. Moreover, it should be highlighted that the Appointments, Compensation and Corporate Governance Committee has the power to propose to the Board of Directors the cancellation of payment of variable compensation if such payment has not been in line with performance criteria or if such compensation has been paid based on data that are subsequently proven to be incorrect. In this regard, it should be noted that the new directors' remuneration policy submitted to this AGM for approval establishes the standardization of the malus and clawback clauses, which will be applicable to any variable remuneration item promoting prudent risk management, in line with best practices in corporate governance and in the markets. Therefore, the company also continues to move forward along the path of adjusting its remuneration policy in line with the highest standards. However, with regard to severance pay, the terms and conditions in the contracts with the executive directors are the same as those in their previous contracts upon the terms described in the annual corporate governance report. Last, notices given of the annual report on remuneration of directors of Telefónica for fiscal year 2020, which was prepared and approved by the Board of the company at its meeting on February 24, 2021, in accordance with the proposal made by the Appointments, Compensation and Corporate Governance Committee, which it was also registered on February 25, 2021, with the National Securities Market Commission and has been available on the company's website from that date. Finally, you are hereby notified that the full written text of the report that the Chairman will now present at its is ordinary -- this Ordinary General Shareholders' Meeting will be published on the website and made available to the shareholders. When we started embarking on this new century, we saw a great future ahead of us. And in the next 15 years, something wonderful will happen. Tomorrow, voice will be made into light, light into image, and information and quality of life or standard of living, bringing cultures together and extending our own. There are 15 years to go, and we have to take advantage of them and create new development opportunities for our homes and companies in the next 15 years. Something wonderful will happen around telephones -- Telefónica. There are 15 years to go for the year 2000. Ladies and gentlemen, shareholders, a very good day to you all. In 1985, Telefónica described the future with the following words: the telephone of the future will dial a number just with the voice of the user and the homes of users will be equipped to broadcast images and data simultaneously. And it will be possible to not break up communication with others. We'll have tele-alarm systems to act. And in the company, there will be employees who work from home, and there will be the possibility of holding meetings without having to travel anywhere. Our customers will regularly do their purchases from their homes. Classrooms will be PCs in -- on each desk. And there will be video and computing programs for all classes. And in big hospitals, improvements will be through the overseeing of patients in their homes and the possibility of distance diagnosis. The use of telematic handsets and phones in vehicles will also be progressed. Telefónica 1985. Those networks that Telefónica knew about 35 years ago have been built before anybody else has done this. And voice has been transformed into light and image. But that change, it goes a lot further than that and a lot more quickly than we ever imagined then. Previously, I have said what the huge technological progresses we've made. It is changing everything. And the pandemic, instead of stopping that change, has actually accelerated that change. 2020 has been a year that we will never forget. It has made us live through one of the greatest crises we've ever seen as individuals and as a society. And it's left a vacuum of those who are no longer with us. But also, we've seen exempt reactions from ordinary people who have been great hearers. And we've had to take refuge in our homes and has created a great deal of tension that we never imagined. The pandemic has made us stop fearing digitalization. And we -- it changed our behavior at work, in our purchases and in education. And it has shown that there are not 2 lives, an analog and a digital life. There's a single life, and it is expressed with the resources we have to hand. The growth in volume of data that our networks transport is multiplied by 2 almost in a year. In Spain, electronic commerce has grown by 40%, streaming to and work by 75%, telework. Everything, people, homes and businesses have changed. Digitalization is irreversible and unstoppable. It has not just been a passing phenomenon. Quite the contrary, digitalization is accelerated as a response of the pandemic and is showing the way forward for the future of our societies. And to a certain extent, we can say that the crisis has allowed us to surpass this crisis. During confinement and lockdowns, digitalization advances much as we had done in 5 years. For every months of confinement and lockdown, we made progress of a year in terms of digitalization. The post-COVID world is a lot more digital. And it has been confirmed that the connectivity of our sector is vital and will be increasingly so. The future that Telefónica saw in 1985 is already with us. And it is now when the leadership of Telefónica and infrastructures and digital platforms is even more important. This leadership is not just by chance. It is the result of a meditated strategy over time. The decision to foster fiber is clear. But in 2008, it was a brave and risky decision. We saw the -- we had an intuition of what the changes would be, and we moved in that direction in a coherent fashion. We had a commitment, a vision. And there was no greater commitment than to invest in technological infrastructures in those societies where we operate. Our investments of more than EUR 95 billion has made us leaders in fiber. And here in Pan-Latin America, we had 135 million passed homes with fiber. We have achieved almost 100% coverage with 4G in our key markets, and we're already deploying 5G in an accelerated fashion. Over these months, it has become clear to us that what we are transporting through our networks are not fiber -- megas and gigas, it is the impulse of a society, the pulse of society. It's a digital world. Thanks to the telecommunications sector, we have a great responsibility, but also it's a great privilege for us because we're part of the solution to overcome the crisis and to open up new opportunities for the future. Telefónica has not been immune to this crisis. We have suffered, too. But we have shown ourselves to be very resilient. Our sector was very much affected. And we were one of the sectors that suffered with big impact, and the share price was no exception. We had a drop in economic activity, and this affected exchange rates. And we did suffer, but we reacted and we knew how to manage the situation. We did not give up. Quite the contrary, we doubled our efforts and we showed the best of ourselves. And we used our resources, expenses. We gave priority to the most profitable projects. And we improved our operating margin for the fifth year -- consecutive year and made EUR 5 billion in 2020, and EUR 25 billion accumulated in the last 5 years. And the big investments made in the last few years have allowed us to be resilient and to reduce our indebtment. In December 2020, our debt was at EUR 17 billion, under the level from 2016. And in addition, the inorganic initiatives announced will allow us to continue to reduce this in the next few months. Net debt will be, in a short time, at around EUR 26 billion, less than half than we had 5 years ago. And in an exceptionally difficult year such as 2020, this is the biggest test we have put ourselves to, we've increased our net profits by 40%, about EUR 1.6 million. In November 2019, I announced the 5 strategic initiatives that made up the action plan on which the management of the company should focus. Its main objective was to strengthen the group and to be more relevant in the life of our customers and stakeholders. When we designed the plan, we announced it. And we didn't know that a couple of months later, we would face up to such an exceptional situation. The pandemic surprised us with this new plan. We didn't park it, but we didn't even slow things down. Quite the contrary, we accelerated things. And I remind you that, to begin with, we decided to focus on our 4 key markets that represent 80% of our revenues. In all of these, we have seen better performance than that of our competitors. We have improved customer satisfaction, And we have done transforming projects. In Spain, in fiber, we've deployed 5G that has made us cover 80% of territory in just 4 months. And this shows the great leadership we have in the state-of-art networks, both in Europe and at -- on a global scale. In the U.K., our agreement with Levity Global is the biggest transaction in our history, will create a leader in connectivity in that country. In Brazil, we strengthened our leadership with the purchase of OI and -- assets with -- and Claro. And in Germany, we reached a fiber company with Allianz. And with the agreements with Deutsche Telekom, we've opened up new markets for growth in this European market. And the second initiative focused on our presence in Hispam. In just a year, we've reduced by 20% the capital employed in the region, focusing on the profitability, efficiency and the capture of the most value from our assets. And we've announced the sale of our project in Costa Rica. And we want to accelerate digitalization and efficiencies, while we create -- leave our options open. The fourth initiative of our plan brought Telefónica Infra forward. Sorry, our third strategic initiative is Telefónica Tech and is growing by 2 digits. And in just a few months, we've created 2 native digital companies dedicated towards cybersecurity, the cloud world, big data and Internet. The fourth initiative of our plan brought forward Telefónica Infra. And this new company is being able to maximize the deployment of our infrastructures. Together with the agreements with Allianz in Germany, CDPQ in Brazil and KKR in Brazil, this is the success story of towers. The sale for EUR 7 billion is -- or EUR 7.7 billion has become a benchmark in the world. And fifth place, 2020 showed the progress in the deployment of a new operating system, fostering radical digitalization of our operations. 80% of our processes are already digitized and 30% of our digital sales are taking place in digital channels. And all this is improving the customer of our 345 million customers. Our networks have been part of the solution up against this huge challenge we're up against. And it has allowed us to achieve in the most difficult years some record levels of satisfaction amongst our customers. We have also made progress in our sustainability goals, being pioneers in deploying the first green hybrid bond and sustainable hybrid bond. And we make -- we're moving forward to a more diverse company. We have on our Board 30% of excellent lady Board members and women in leadership positions. Our history is through of unique moments. In 2020, this has been a very special year. And when we've been needed, Telefónica has made available to society the best it has, its people and its networks. So ladies and gentlemen, shareholders, we are moving into a new era. The accumulation of technology in our societies has no precedent in the history of humanity. The computing power, storage of data is growing exponentially year-by-year, with Internet of Things, blockchain, cloud computing, deep learning, voice recognition, reading images, 3D printing and many other things are advancing hugely. And telecommunication networks that are state of the art, 4G and 5G multiply the capacity to transport that information and also the speed at which it's transported, and it reduces latency. That opens up a whole new world of opportunities. 5G is the door to a whole new world. It allows us to access the responsible world of technology. And we're going into the world of artificial intelligence. 5G will allow us to have 8K quality videos in watching sports, as if we were physically present in stadiums. Or it will allow with augmented reality for our children to study classical civilizations by walking along classical Rome in a virtual manner. And it eradicates the response time. There's no latency hardly. And in driverless cars, a millisecond is the difference between 20 or 40 meters in breaking. And it can be the difference in life and death. So the combination of fiber and 5G will mean a huge industrial revolution. The factories will become automated and be smart and can be configured. It will open up unprecedented possibilities. And there will be thousands of robots and mobile elements in a factory that will use artificial intelligence and the data of millions of sensors in real time. All of this is not fiction. It is already a reality in Telefónica. The company has developed the best -- the first private industrial network 5G in company, and with Navantia in Ferrol, too, and we're pioneers in 5G coverage in the best stadiums in the world. Our networks have changed and they will change even more. They're new, powerful, speedy networks with a great capacity and extremely smart. Technologies such as edge computing is making this the backbone of the technological transformation process, the real backbone of future societies. And based on these networks, based on the know-how and needs of our customers, we will enrich our value proposition. We want to offer them in a customized manner a new world of possibilities, with the aim of increasing the trust placed in Telefónica and to gain more relevance in our customers' lives. This is the first technological revolution that is found in our country. And it is a golden opportunity that Spain can lead this fourth industrial revolution, particularly when Europe has set down the digitalization being at the heart of this new revolution. Europe is offering us a historic opportunity to ensure that our country can face up to a fundamental transformation that will allow the digitalization of companies and public administrations. digitalization is a synonym of growth and quality jobs, sustainability and inclusion. Its potential will allow us to increase GDP by 2.5 percentage points per year up until 2025 and to increase productivity of SMEs between 15% and 20%. And digitalization is key to face up to the other big challenge that our societies face up to, to energy transition. Digital services will help our customers to pollute -- with 5 billion fewer tons of CO2, I'm very optimistic about the future because we have all what we need to be stronger and to work together with the support of Europe. Telefónica is working harder than ever to achieve this and has the attributes to be a big part of this transformation. The world has changed. Technology is here. Now is the time for values. Every day, we generate a huge volume of data. And we are using data radically different than we used to. We're not conscious of how much we're exposed because there are no transparent rules at the time -- for the time being. This -- we now have data, and data are part of our dignity. They cannot be expropriated without our explicit permission. We -- each one of us own our privacy. And we have the right to know who and for what our data are being used. We have the right to know what they're worth and decide sovereignly if they're used or not and who will benefit from their value. This is -- they're the new rules for this new world. So we need to define a new social contract that establishes the rules and rights in the digital space. In 2024, Telefónica will celebrate its 100th anniversary. But our company is still young with -- from voice to data, broadband. We're taking huge steps for the -- to cover the next 100 years with guarantees. At the beginning, I talked about the present as an important part in our history -- an important moment in our history. And from now until 2024, we'll say goodbye to our copper network. We will be the first company in closing -- completely closing the copper network to be only -- use only fiber. We have the 5G networks and say goodbye to 2G and 3G. We're virtualizing things that our networks think for themselves. We'll be -- put digitalization in the center of societies to create a more humane world, connecting the lives of people. Our legacy is everything and it still lies ahead of us. And so at the point of our 100th anniversary, we have this innate vocation to -- and we will update our logo type, our image. We're going to -- we have a new, more flexible image. And defining this new identity, we have gone back to one of the symbols that we used in the past. And it reflects where we came from. And we're organizing society through telecommunications. And it shows where we're moving towards, a more technological company. It reflects the DNA of the company of renovation and transformation. It reflects the soul of the company, the talent of the professionals who are working in our company. It reflects the importance of everything that we do, of our purpose. In short, there's no identity that reflects a new Telefónica prepared for the next 100 years, and this will identify us in this new project that we are embarking upon. There's time to let things happen. 35 years ago, Telefónica knew how to see the future, and we stayed ahead of it. So as we approach our 100-year anniversary, we're going to lead these new generations with our new company, and we'll continue to look towards the future. The winds are changing. And now we have our biggest sales to take -- to take care -- to use these new winds. The important thing is how we -- the route that we established, we have to know where we are going. Like 35 years ago, Telefónica knows where it is heading towards the future. Something fantastic -- fantastic things will happen through our networks. Networks that are unimaginable when that advertisement was first released. We're emerging from one of the greatest crises, with the satisfaction and pride that we have completed our mission and with a technological company that's ready to conquer the future. We have the memory of how to build this and the talent, the teams to better do this. So I'm extremely grateful to each and every one of the people that form Telefonica's team. Telefónica is huge because you make it huge and important every day. I'd like to remember the lives of our colleagues that were lost to the pandemic. The same networks, transmitting our gratitude to the transformation that they have made to Telefónica. Thank you very much.

With regards the process for voting on a proposed resolution submitted to the shareholders for approval at this general meeting, please note that in order for the public solicitations for proxy representation to be effective, those directors who might be affected by potential conflict of interest will cast their votes in accordance with the specific instructions given by the shareholders they represent. If the shareholder being represented has not given specific instructions or if the instructions given are ambiguous, then the director will not exercise the right to vote attaching to the shares represented thereby. And it will be for the secretary for the general meeting to exercise the right to vote attaching to such shares. In addition, as stated in the announcement of the call to the meeting and on the corporate website, shareholders or their representatives attending the general meeting remotely have been able to cast their votes on the proposals regarding items included on the agenda from the time that the Chairman declared the meeting to be validly established. In any event, the process of voting regarding all of the proposals submitted at the meeting will end after the summaries of such proposed resolutions have been read aloud. As regards to proposals included on the agenda, pursuant to the regulations for the General Shareholders' Meeting, it is not necessary to read a full or summarized version of the proposed resolutions if the text of such proposals has been provided to the shareholders at the beginning of the general meeting, as has been the case today. Given that such proposed resolutions are available and the application for remote attendance at the meeting, therefore, in the interest of providing greater agility to this event, I will limit myself to presenting to you the most important text of the proposed resolutions. The full text of these proposed resolutions, which the shareholders can access through the remote attendance application, will be included in the notarized minutes of the meeting. First, approval of the annual accounts and of the management report of both Telefónica, S.A. and its consolidated group of companies for fiscal year 2020. To approve -- so the approval of the annual accounts. To approve the individual annual accounts, balance sheet, income statement, statement of changes in shareholders' equity, cash flow, et cetera of Telefónica, S.A. and its companies corresponding to 2020, as formulated by the Board of the company in its meeting of the 24th of February 2021. 1.2, approval of the statement of nonfinancial information of the consolidated group of companies led by the -- approval of the management by the Board of Directors of Telefónica, S.A. corresponding to 2020, included in the consolidated management report of Telefónica, S.A. and of its group of companies for such fiscal year. 1.3. Approval of the management of the Board of Directors of Telefónica to approve the corporate management of the Board of Directors of Telefónica, S.A. during the fiscal year 2020. Second proposal, regarding Item 2 on the agenda, approval of the proposed allocation of the profit/losses of Telefónica, S.A. for fiscal year 2020. Compensating the -- for the loss of EUR 1.685 billion against voluntary reserves. Proposal regarding item 3 on the agenda, reelection of the statutory auditor for fiscal 2021. Pursuant to the proposal made by the Audit and Control Committee, the Board of Directors submits the following resolution for approval at the shareholders at the General Shareholders' Meeting. This is for 2021. This is the -- designed by PricewaterhouseCooper. Fourth, reelection of the Board members. 4.1, to reelect for -- Jose María Alvarez-Pallete as Director of the bylaws mandated for 4 years; 4.2, to reelect for the same 4-year period, Ms. Carmen García de Andrés as director for the -- as an independent; reelect for 4 years, Ignacio Moreno Martínez, as a member; to reelect for 4 years, Mr. Francisco José Riberas Mera as an independent. Fifth, reduction of the -- the cancellation of its own shares, excluding the right of creditors under Article 6. It's -- we're proposing to reduce the [ share capital ] by 82,896,466 shares (sic) [ EUR 82,896,000 ] by means of the cancellation of 82,896,466 own shares of the company currently held as treasury stock, representing approximately 1.5% of the company's current share capital. The reduction in share capital will not entail a return of contributions to the shareholders since the company itself is the owner of the shares which, where appropriate, will be canceled and will be made with a change to unrestricted reserves by means of the funding of reserve for canceled shares capital in an amount equal to the par value of the canceled shares under the Companies Act. Accordingly, as laid down in such section, the creditors of the company will not have the right to oppose the reduction mentioned in Section 334. It is hereby stated for the record, this reduction of capital will be executed within 1 year from the adoption of the agreement. Six, 2 proposals, scrip dividend. It is proposed for shareholder remuneration by means of scrip dividends are proposed. To that end, 2 share capital increases are proposed to be charged to reserves for the amounts to be determined according to the terms of the proposals, through the issuance of new common shares without issue premium of the same class and series as those currently outstanding and with provision for incomplete allocation in order to offer shareholders the option of receiving the remuneration corresponding to the second payment contemplated in the remuneration policy for the 2020 financial year and the first payment contemplated in the remuneration policy for the 2021 financial year by means of bonus shares. Seventh, proposal regarding item 7 of the agenda, amendment of the bylaws. A series of amendments to company's bylaws are proposed, grouped in 2 blocks, each of which is submitted to a vote as a separate item on the agenda due to the specific matter to which they refer. The purpose of the first block is to enable the possibility of holding the General Shareholders' Meeting exclusively by telematic means in the event that the law so permits and under the conditions set forth therein. The second block is intended to expressly regulate the possibility of granting proxy and casting the vote prior to the General Shareholders' Meeting by telephone. Both mechanisms that the company already implemented at the General Shareholders' Meeting held on June 12, 2020, to promote the participation of shareholders in the meeting and in response to the health crisis situation caused by COVID-19 and has also offered again on the occasion of the General Shareholders' Meeting. Proposal regarding Item 8 on the agenda, amendment of the regulations of the General Shareholders' Meeting. In line with the proposed amendments to the company's bylaws, a series of amendments to the regulations of the company General Shareholders' Meeting are also proposed, grouped in 2 blocks. Each of which is submitted to vote as a separate item on the agenda due to the specific matter to which they refer. The purpose of each block of amendments is the same as that set forth above for which of the blocks in which the amendment of the bylaws is divided. That is, on the one hand, to enable the possibility of holding the General Shareholders' Meeting exclusively by telematic means in the event that the law so permits and under the conditions set forth herein. And on the other hand, to expressly regulate the possibility of granting proxies and casting the vote prior to the General Shareholders' Meeting by telephone. Ninth, proposal regarding item 9 on the agenda, approval of the Telefónica, S.A. directors' remuneration policy. It is proposed to approve the remuneration policy for the directors of Telefónica, S.A., which will come into effect on the date of its approval by the General Shareholders' Meeting and will remain in force until December 31, 2023, and the full text, which has been available to the shareholders together with the rest of the documentation relating to this meeting since the date of its call. Proposal regarding item 10 on the agenda, approval of a long-term incentive plan consisting of the delivery of shares of Telefónica, S.A., allocated to senior executive officers of the Telefónica Group. It is proposed to approve a long-term incentive plan consisting of the delivery of Telefónica, S.A. shares as variable remuneration and based on the achievement of the established objectives aimed at Telefónica Group executives, including Telefónica, S.A. executive directors, who meets the requirements established for this purpose from time to time and who are invited to participate in the plan. The purpose of the plan is to encourage the commitment of the participants of the company and its strategic plan, linking their remuneration to the creation of value for Telefónica, S.A.'s shareholders and to the sustainable achievement of strategic objectives so that it is aligned with the best practices in remuneration matters, offering a competitive remuneration package that contributes to retaining the executives who occupy key positions in the group. The main features of this long-term incentive plan are as follows: the plan will have a total duration of 5 years and will be divided into 3 cycles of 3 years each, independent of each other. The first cycle will be considered to commence on January 1, 2021. Each participant will be assigned at the beginning of the corresponding cycle a maximum number of theoretical shares. The specific number of shares to be delivered will depend on the level of compliance with the objectives set for each cycle. The total maximum number of Telefónica, S.A. shares that in execution of the plan will be delivered to the participants at the end of each of the cycles will be the result of dividing the maximum amount allocated to that cycle by the weighted average price of Telefónica, S.A. shares on the 30 trading days prior to January 1 of the first year of the corresponding cycle. In any case, the total number of shares to be delivered in execution of the plan to all participants, including executive directors, at the end of each cycle may never exceed 0.45% of the share capital of Telefónica, S.A. at the beginning of the corresponding cycle. The specific number of Telefónica, S.A. shares, that within the established maximum, will be delivered to unitholders at the end of each cycle will be conditioned by and will be determined based on the fulfillment of economic financial objectives, the creation of value for the shareholder as well as objectives related to sustainability, the environment or good governance. The objectives will be approved by the Board of Directors at the beginning of each cycle of the plan at the proposal of the Appointments, Remunerations and Corporate Governance Committee within the framework established in the directors' remuneration policy. In the first cycle of the plan, the number of shares to be delivered will depend on, one, 50% compliance with the total shareholder return target of the Telefónica, S.A. share, measured in relation to that achieved by certain telecommunications companies; and two, 40% on the generation of free cash flow of the Telefónica Group compared to the value set in the budgets approved by the Board of Directors for each year; and three, 10% on the neutralization of CO2 emissions, in line with the target set to reach 0 net emissions in the year 2025. The Appointments, Remunerations and Corporate Governance Committee will monitor the objectives on an annual basis. And once each of the planned cycles has been completed, the degree of achievement will be determined. Likewise, the Board of Directors shall assess, following a report from the Appointments, Remunerations and Corporate Governance Committee, whether the total of -- or partial cancellation of the payment of the shares pending delivery and/or, two, the total or partial recovery of the shares delivered within 24 months after their delivery in the event of certain exceptional circumstances affecting the company's results or deriving from inappropriate conduct by the executive director. In order for each of the unitholders to be entitled to receive the corresponding shares, he or she must maintain an employment or commercial relationship with the Telefónica Group on the date of delivery of each cycle without prejudice to any exceptions that may be deemed appropriate and must have been linked to the group for at least one year. The delivery of the shares, which may be Telefónica S.A. treasury shares or newly issued shares, will take place at the end of each cycle. That is in 2024, 2025 and 2026. 100% of the shares to be delivered will be subject to a 2-year retention period, which will be extended to 3 years as long as the number of shares subject to the permanent shareholding commitment has not been reached. Proposal regarding item 11 on the agenda, delegation of powers to formalize, interpret, remedy and carry out the resolutions adopted by the shareholders at the General Shareholders' Meeting, to authorize under several basis the Executive Chairman of the Board of Directors, a Chief Operating Officer, a Secretary of the Board of Directors and a Deputy Secretary of the Board of Directors, such that without prejudice to any of other delegations included in the foregoing resolution on any existing powers of attorney to convert resolutions into public instruments. Proposal regarding item 12 on the agenda, consultative vote on the 2020 annual report on directors' remuneration to approve on a consultative basis the annual report on directors' remuneration for fiscal year 2020. It's -- the full text of such report has been made available to the shareholders, along with the other documentation relating to this General Shareholders' Meeting since the date of call to meeting. The reading of summaries of the proposed resolutions, having been completed as stated earlier in the announcement of the call to meeting, voting by those remote, and indeed, who have been able to cast their vote since the meeting was declared to be validly established, has now finished with respect to the proposed resolutions included on the agenda. In addition, as announced, the shareholders and their representatives who are exercising their rights have wanted to participate in this AGM, who have request information or clarifications on any point in the agenda and require any clarification on any information accessible to the public, that has been provided by the committees, the Securities Committee before, or who would like to submit proposals have been able to do so since this is registered on the remote platform through the forms that have been provided for this. Likewise, the remote representatives have been able to express their questions or proposals up until the time the President has validly constituted this AGM. Likewise, the shareholders or their representatives attending remotely have also been able to express their desire for their presentation to be recorded in the minutes of the meeting. I now proceed to read a summary of the issues raised by the shareholders, grouping them by subject in those cases where appropriate. And the Chairman will then provide the appropriate responses. In any event, pursuant to Section 182 of the Companies Act, requests for information or clarification made by remote attendees will be answered in writing within 7 days of the conclusion of this meeting. In this regard, I inform you that the shareholders, Mr. [ Enrique Chekastevan ], Mr. Serrano, Mr. [ Menspille ], Ms. [ Santiago-Carrillo ], Chairman of the Elderlies Association in Spain, representing Mr. Luis C. Fuentes, Mr. Domingo Jimenez, Mr. Norman Lopez Manzanares, Mr. [ Jose Maria Caretello ], Mr. [ Matias Martin Gebara ], representing [ [ Hilcan ], Mr. [ Jacinto Miguel Cerrero ] and Mr. [ Adrian Allegego ], and Mr. Castro, Ms. [ Honjesu Garcia ] and Mr. [ Buenaventura Buenda ] have declared that they would like to intervene through the methods and able to do so. The request for information that the above-mentioned shareholder had raised are mainly concerned with the following issues: the strategy followed in terms of inorganic transactions; the dividend policy and repurchase plan from the company; the performance of the share price; the new business units, Telefónica Tech and Telefónica Infra; the strategy in terms of sustainability. As I indicated earlier, I now pass the floor to the Chairman to give an aggregate response to the request for information that have been raised, all this without prejudice to the fact that all these will be answered in writing within 7 days of the termination of this General Shareholders' Meeting.

We'll now reply to those issues raised that are related to the agenda for the general meeting. And in the interest of greater clarity, I will, to the extent possible, group such replies together according to the matters to which they refer. In terms of the strategy followed by the company in terms of inorganic matters, 2020 has been a record year. And in the first few months of 2021, apart from putting a break on, the -- we have gone further -- first, faster. This is an historic operation, worth more than GBP 38 billion. It allows us to create to be a leader in connectivity in that market, with 48 million customers and GBP 11 billion in revenues and using the best infrastructures of the market to continue providing the best services. It will allow us to crystalize important synergies worth GBP 6 billion. This is 17% of the capitalization of Telefónica. And it creates value for shareholders, which is not reflected in the share value. This -- in Brazil, Telefónica is playing a very active role in the consolidation of the market. The offer, together with TIM and Claro, won the competition for the mobile services of Oi. Once that was completed, we have -- this reinforces our customer base of Vivo, which is a leader with more than 10 million additional customers and underscoring our leadership and synergies. In terms of the sale of Telxius towers for EUR 7.2 million -- EUR 7.2 billion, the multiple is a milestone in this sector. We have a capital gain between EUR 3.5 billion and debt reduction of EUR 4.6 billion. And this optimizes our financial flexibility. Also, Telefónica Infra has focus on developing opportunities for growth and value creation and laying down fiber in Germany. We reached an agreement with Allianz to create a wholesaler for fiber in rural areas in Germany, taking advantage of this being the biggest broadband market in Europe. Controlled by Allianz and Telefónica, it has the objective to reach more than 2 million homes, creating a 50,000-kilometer fiber network. This is -- and this is with a leading investor. In Brazil, with -- we've built a neutral independent fiber company outside of the city of São Paulo. And this company, FiBrasil, is participated with 30% by the Telefónica Group and has co-control. Vivo will provide 1 point -- cover 1.6 million homes, covering 5 million homes over the next 4 years. In this operation, remember that the valuation of the assets provided by Telefónica Brazil is 16.5x EBITDA in 2020. Additionally, in Latin America, we've announced the launch of InfraCo in Chile with KKR, a 60% share to take advantage of the value of the asset and build upon it. We also have agreements with ATC and ATP introducing -- with less investment. Also in Latin America, we're selling our operations in Costa Rica. So summing up, in inorganic, the operations are not only reinforce our positioning in key markets, but also reduce our financial debt in EUR 9 billion additional, reaching us -- reaching EUR 25 billion. This EUR 9 billion account for 25% of the financial debt at the end of 2020. For the future, we'll continue to work. And we have options for other assets, several strategic alternatives in underwater cable and Infra -- Telefónica Tech that are growing. And this will be a great source of the creation of value. We're working in Hispam, where we have alternatives to reduce our position in the region. Remember that in 2020, we've completed this operational segregation of Hispam. It's completely autonomous now. In terms of dividend policy, in February, we confirmed the remuneration for 2020. This was a flexible dividend, a voluntary of EUR 0.40 per share. A EUR 0.20 are paid -- were paid in December and EUR 0.20 will be paid in June. Now in establishing the remuneration for shareholders for 2021, we'll analyze all of the different scenarios. We'll look at the possibility of maintaining the current dividend of EUR 0.40 per share. We'll also look at the possible reduction. And we'll also think about possibly eliminating the dividend depending on the situation. We'll probably go with a EUR 0.30 dividend per share, is probably where we'll be going. This decision is consistent, and we think it adopts best to our objectives. It allows us to accelerate our transformation, to be able to continue investing in the growth areas, prioritizing our resources and capture organic opportunities, while at the same time, exploring inorganic options. It also allows us to participate in the spectrum auctions. Remember, this year, we have auctions in 3 of our 4 key markets: Spain, the U.K. and Brazil. It will also allow us to continue to reduce our indebtedness, which is important to maintain our solid rating and give us greater flexibility, although the expectations of the pandemic are positive, we still have uncertainties. Bearing all of this in mind, those EUR 0.30 per share will be an attractive remuneration for our shareholders and will allow us to continue to move forward in capturing future growth for the company. In terms of the scrip option, this helps us to maintain flexibility and gives us greater options. I'd like to remind you that with the experience -- recent experience of the scrip dividends, many of the shareholders are opting for this possibility. So they trust in the company. And I want to express our gratitude for those that are especially has trust in the company. We don't want to -- we'll prefer to talk about the dividend policy year-on-year in terms of we're proposing the cancellation of 1 point -- shares accounted for 1.5% of the social capital of the company. In the future, we can use this tactically to control remuneration under the scrip dividend -- the script model. In any case, we'll always maintain our credit rating. We're valuing all of this depending on our inorganic transactions and in terms of the evolution of the price share, a share price we're convinced that the market will end up recognizing the intrinsic value of the company. And we've been working tirelessly on this. We have the strategic plan that we believe in. And we're devoting all of our efforts to build the new Telefónica to really get the best of the value of our shares. The value of our assets is about EUR 1 billion -- worth about EUR 1 billion. Our strategic position in our geographical presence and our leadership position in many of our assets, the immense capacity to generate cash flow. The company has last year EUR 5 billion. But over the last 5 years, EUR 25 billion in cash flow. Our liquidity, the company has a financial situation which is very stable and enviable. Our discipline in debt reduction, we've reduced EUR 17 billion since June of 2018 and the relevance of our sector, as has been shown during these months of the pandemic. For all of these reasons, we're convinced that the potential of the company will be reflected in their share price, and we're using all of the levers to do this. Remember, that over the last 6 months, the share price has risen by 23%, breaking records in our sector. It's our absolute priority, for our strength to be reflected in the share price, and we are dedicating all our efforts to that. In terms of the new business units, Telefónica Tech and Telefónica Infra, in 2020, we created Telefónica Tech, integrating high potential cloud, cybersecurity, IoT and big data services. We've grouped these into 2 native digital companies that are independent and fully operational to provide services to B2B. This model also allows us to serve customers outside of our footprint. An example is the sale of cybersecurity services through our partner, Etisalat. And additionally, we're reinforcing our own capacities and alliances with Microsoft, Google and Amazon. We're trying to help companies in their digital transformation while we capture a growth in digital services market. And despite the impact of the pandemic, we've achieved growth in revenues of 14% year-on-year, which trebles that of the market. In other words, we're gaining market share in strong growth markets that are essential for the future of companies. And this is the year to accelerate this growth and to profit from these tech companies. This gives us options to value these units. And this unit has a great value that today is not yet recognized in the share price. In terms of Telefónica Infra, we created this unit to get the value of our assets. We have powerful partners and the ability to roll out infrastructure in the towers. Telxius has become a real success story. With its sales, it has generated huge capital gains. And we still have the option that the tower company has in the U.K., Telxius, continues. And within its portfolio to have the underwater cable that reinforces our operations with a network of 90,000 kilometers of cable. And as the Chairman remarked, Telefónica Infra is fostering alternatives for the rollout of fiber that will allow us to optimize the use of capital, while we accelerate growth. Also, we continue to maintain options to capture value through the data centers. Now in terms of strategy and sustainability, I should say that this strategy is based on 2 axes: in making the world more human, connecting the lives of people, and the principles of responsible business, covering not only the ethical code, but also its corporate responsibility in terms of its stakeholders and the general society. Our strategy is based on the recognition of the growing transition to a digital economy that is sustainable and committed with all of our stakeholders. The main lines of our sustainability strategy are based on 3 pillars. First, to generate a positive impact on progress, favoring economic and social development based on digitalization. Telefónica contributed with EUR 3.31 to the GDP of the main economies where it is working for each euro of margin produced in 2020. It has created employment, huge amounts of employment. And thanks to the operations in Telefónica, we generated a tax contribution of EUR 8.2 billion. The second pillar, to build our greener future through sustainability issues. We're aligned with the sustainability goals to fight the climate change. And to do that, we're using cutting-edge networks which are -- consume much less energy. And we're collaborating with our suppliers and -- to create this circular economy. We're committed to the objective of 1.5 degrees of the power sector. And we have the objective of emission neutrality for CO2 for the future years. And the third pillar is to lead with the example in all of our activities. Telefónica is committed with generating trust, incorporating sustainability factors in the variable remuneration of our directors and promoting the trust and sustainability in its supply chain and fostering development of well-being of our employees. Our main achievements in 2020 were the launch of our second green bond CO2 reduction by 61% compared to 2015 and maximum classification in the global ranking of the CDP climate change for the seventh consecutive year. And the second consecutive year, we're #1 in the digital rates ranking at world level. The most important challenges that we are facing are reaching the objective of 0 net emissions in our main operations, to continue to consume electricity -- 100% renewable energy in our main markets until we reach 100% at global level by 2030 and to continue moving forward of being a 0 waste company, using recycling, and of course, advancing and increasing our diversity in women directors. In terms of Mr. [ Santiago Carreras ] representing the elderly, to answer your question, first of all, thank you very much for your words. I would like to thank you very sincerely for -- and the other organizations you represent for the support that you give us every day. And thank you also for your solidarity during the pandemic and for how you have worked. Your work is an example and is pride for Telefónica. We're proud of you. Telefónica during the pandemic has provided the best it has, its people, its networks. But we feel reinforced for having complied or to -- since we're compliant with this part of the mission, but also we have the feeling that we're prepared for the future. Precisely what I wanted to say to you during my presentation, you that went ahead of us 35 years ago, without your vision, Telefónica would not be where it is today, leading the cutting-edge networks. Thanks to your vision and the work of many people and all of the people that are here now, we are in the position. So from the bottom of my heart, thank you very much for everything that you do, for the example that you set and for the company that you left for us. Please continue with your work. And we have our full commitment to collaborate with you so that we can continue to work together. Now the secretary now has the floor.

I'm pleased to inform you that with the votes resulting from the proxies and the distance votes received prior to this meeting and regardless of the votes in favor, against and abstentions in any case -- cast by the shareholders or their representatives attending this meeting in the manner indicated earlier, there is sufficient majority in each of the items on the agenda to approve all the proposed resolutions submitted by the Board of Directors to the shareholders at this meeting. So that each and every one of the items on the agenda is hereby approved. Without prejudice to the foregoing, the final voting data will be published on the company's corporate website. The notary will certify the minutes of this General Shareholders' Meeting, complying with all other customary legal requirements. Those shareholders wishing to read the minutes may in a few days request the Telefónica shareholder office that a photocopy of the notarized minutes of the meeting be delivered or sent to them. Thank you very much. Ladies and gentlemen, shareholders, the meeting is adjourned. [Statements in English on this transcript were spoken by an interpreter present on the live call.]