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

I hereby inform all attendees that pursuant to the Spanish Companies Act, the Board of Directors has requested that the Notary of the illustrious association of public notaries of Madrid, Mr. José Miguel García Lombardía, be present to sign the minutes of this meeting. Mr. García Lombardía is sitting at one of the tables at the side of this room on your left. The secretary takes the floor.

Good morning. Complying with legal formalities, we hereby state for the record that on 8th of April 2022 at 11 a.m. in Madrid at the company's offices located at Ronda de la Comunicación s/n, Edificio Central, the Presiding Committee of the Annual Shareholders Meeting of Telefónica, S.A. meets at second call, which was called by the resolution dated 4th of March 2022 of the Board of Directors by means of the notification of a significant event published on the same day of the website of the National Securities Market Commission and the company's website, www.telefonica.com, and by notices published on the 5th of March 2022 in the newspaper [ El Paisa Expansión ], setting out all the matters submitted to the shareholders for approval at this meeting. The members of the Presiding Committee of the General Shareholders' Meeting are Mr. José María Álvarez-Pallete Lopez, Chairman of the meeting in his capacity as Chairman of the Board of Directors; and myself, Mr. Pablo de Carvajal González, secretary to the meeting in my capacity as secretary to the Board of Directors, both of whom continue in office and are recorded in the commercial registry; as well as the other directors. With regard to the quorum of attendance and, as indicated in the convening notice and on the corporate website, the remote attendance registration process for this meeting was closed at 10 a.m. today, 8th of April 2022. Likewise, the registration and counting of attendance cards of shareholders attending this meeting in person was provisionally closed a few moments ago, which, together with the results of the counting of remote votes cast and proxies granted, allows us to confirm the existence of a quorum sufficient for the valid constitution of the ordinary general share -- meeting of shareholders at second call. And therefore, the meeting can proceed. Notwithstanding the aforesaid, attendance cards and proxies will continue to be accepted until the deadline establishing regulations of the General Shareholders' Meeting, i.e. until the commencement of the shareholders' presentations, shareholders. The definite details -- or provisional details on online participation are 7,263 shareholders present holding 133,890,040 shares, 25,687 shareholders represented by proxy of 1,358,079,000 shares -- total shareholders present or represented, 32,950 shareholders holding 3,384,748,706 shares, which represent 58 -- 57% of the share capital of the company Telefónica, S.A. And the capital -- the share capital is EUR 5,779,448,000 (sic) [ 5,779,048,020 shares ] with an equal number of shares. And therefore, there is sufficient quorum for the valid constitution of the General Shareholders' Meeting to be validly established on second call of the discussing 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 Annual General Shareholders' Meeting on second call. The notary takes the floor.

Thank you, Chairman. Ladies and gentlemen, shareholders, in compliance with the provisions of commercial law, I hereby ask the shareholders present at the meeting, whether they have any reservations or objections with respect to the statements regarding the number of shareholders attending the meeting and the share capital present and represented by proxy. If they do, they can state them to me now. In addition, remote attendees can do so via remote attendance application. We'll just wait a couple of seconds just in case those who are remote have any reservations. There are no reservations.

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

The shareholders who are here physically and who wish to take the floor or ask for information or any clarification on the matters that are covered by the agenda on the information accessible to the public, which has been made available to the Securities Commission since the last AGM was held on the 23rd of April 2021 with regards to the audits on the reports, will be able to go to the shareholder attention table located on the side of the room in which the meeting takes place. At this desk, their identity and the number of shares represented or held by them will be verified. Subsequently, the Presiding Committee of the General Shareholders' Meeting will then establish the order in which they are to speak. Shareholders wishing to have their presentation recorded in the notarized minutes of the meeting are kindly requested to deliver the written text thereof to the notary's officials who are at their disposal at the shareholder service desk. Shareholders attending this general meeting electronically from the time of their registration on the remote attendance platform through the presentation form provided for this purpose have been able to formulate in writing and send their presentation question or proposal up to the moment when the Chairman declared this general meeting validly constituted. The resolutions submitted for your approval by the Board of Directors are those included in the documentation distributed to you at the entrance to the room where this meeting is held and which have been available to you since the date of the call of the meeting, both at the company's website and in its registered office. We remind shareholders attending online that they have at their disposal in the remote attendance application the full text of the proposed resolutions to be put to the vote. Furthermore, and in accordance with current law, this general meeting of shareholders must be informed of the following matters. Firstly, it is appropriate to report on the amendment of the regulations of the Board of Directors of the company which was passed by a resolution of the Board of Directors at its meeting held on the 29th and 30th of June 2021 and was registered in the Mercantile Registry of Madrid on the 29th of July 2021. The main purpose of this amendment was to adapt it to the new provisions introduced by Law 5/2021 of the 12th of April amending the revised text of the Capital Companies Act, Royal Legislative Decree of 2nd of July, and other financial regulations with regard to the promotion of long-term shareholder involvement in listed companies. Specifically and in relation to the aforementioned partial amendment of the Board of Directors regulations, the new provisions introduced by Law 5/2021 include the following: one, the amendment of the regime of related party transactions applicable to listed companies, establishing new rules for their approval and reinforcing their transparency; two, the provision of appointing legal persons as directors in listed companies; and three, the review of the requirements for a parent company's audit committee to perform the functions of the audit committee of its subsidiaries that are public interest entities. The text resulting from the amendment is available on the company's corporate website. Secondly, we must inform you about the company's Annual Corporate Governance Report for fiscal year 2021, which has been prepared in the form established by the National Securities Market Commission and which has been included in the management reports, which are incorporated both in the individual annual accounts of Telefónica and in the consolidated accounts of the consolidated group, both of which are in respect of fiscal year 2021. In the aforementioned Annual Corporate Governance Report prepared for the third consecutive year in free format, the company reports in detail on various issues in relation to its corporate governance, including, among others, the following: the ownership structure of the company, the operating system of the General Shareholders Meeting, the managing structure of the company, the detail of the related party transactions and the intergroup transactions, the risk control and management systems that the company has put in place, the internal risk control and management system regarding the preparation process of financial information and the follow-up level of recommendations on corporate governance. This annual report on corporate governance was registered on the 25th of February 2022 with the National Securities Market Commission and has been available on the company's website since that date. At this point, I will hand over to the Chairman for him to speak about the corporate governance of the company and, in particular, on the extent to which the company fulfills the recommendations of the Good Governance Code.

As set out in the Annual Corporate Governance Report for financial year 2021, Telefónica meets practically all of the recommendations in the code of good governance. In this regard, it should be noted that following the changes made to the composition of the Board of Directors and its committees on the 15th of December 2021, the company has increased the number of recommendations that are complied with, having, one, a Board of Directors composed of 15 members instead of 17; two, the percentage of women on the Board of Directors now being 33.3% instead of 29.4%; and three, considerably improving the percentage of independence of the Board of Directors from 52.9% to 60%. As a result, Telefónica complies with practically all the recommendations of the code of good governance with the following singular features. Firstly, 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 company's Articles of Association, offers effective protection for the interests of all minority shareholders. Furthermore, and in relation to the Board of Directors' committees, it should be pointed out that the Appointments, Remuneration and Corporate Governance Committee is a single committee. And to date, no consideration has been given to splitting this committee in order to facilitate coordination and make it more efficient. Moreover, the Audit and Control Committee and the Appointments, Remuneration and Good Governance Committee are chaired by independent directors and the rest -- in accordance with the law. In the rest of the committees, with competencies in matters related to the company's business and management aspects, it has been considered appropriate for proprietary directors and other external directors to form part of these committees in order to contribute their technical knowledge and specific experience. Moreover, with regard to matters in respect of remuneration, it must be stressed that the Appointments, Remuneration and Corporate Governance Committee has the power to propose to the Board of Directors the cancellation of variable remuneration if performance criteria have not been met or if they have been paid based on data which is subsequently found to be in exact, all of which is in accordance with the terms set out in the directors' remunerations policy. Finally, it should be noted that the company continues to move forward on the path of conforming with the best market practices in terms of remuneration. However, as regards compensation, the executive directors maintain the terms of their previous contracts, as detailed in the Annual Corporate Governance Report. Finally, it is appropriate to report on the annual report, on remuneration report of Telefónica's directors in respect of the 2021 financial year prepared and approved by the Board of the company itself at its meeting on the 23rd of February 2022 in accordance with the proposal made by the Appointments, Remunerations and Corporate Governance Committee which was also registered on the 25th of February 2022 with the National Securities Market Commission and which has been available since that date on the company's website. Finally, I would like to inform you that the full written text of the report, which the Chairman will present to this General Shareholders' Meeting, will be published on the website and made available to the shareholders. With regard to the process for voting on the proposed resolution submitted to the approval of this general meeting, it is clarified that for the effectiveness of the public requests for representation, those directors who may find themselves in a possible situation of conflict of interest shall exercise their vote in accordance with the precise instructions given by the represented shareholder. If the shareholder represented by the proxy has not given precise instructions or if the instructions given are ambiguous, then the Board member will not exercise the right to vote of the shares represented and it will be for the secretary to the General Shareholders' Meeting to cast the vote for such shares. Shareholders wishing to vote against, cast a blank vote or abstain or -- on any of the proposed resolutions on the agenda may state their intentions later to the notary or the officials at the side of the room where the meeting is conducted. Shareholders who do not expressly state their vote against, cast a blank ballot or their abstention to the notary shall be deemed to have voted in favor of the proposed resolutions included in the agenda. Furthermore, and as indicated in the call announcement and on the corporate website, Shareholders or their proxies attending this general meeting remotely are able to cast their vote on the proposals relating to the items on the agenda as soon as the Chairman has declared the meeting to be validly constituted. In this case, the voting process will end when the voting on the proposed resolutions has begun in the room where the meeting is held and after the summaries of the proposed resolutions have been read out. In accordance with the proposals included in the agenda according to the regulations of the General Shareholders' Meeting, it is not necessary to read the whole or summarized version of the proposed resolutions if the texts of such proposals have been provided to the shareholders at the beginning of the general meeting, as has been done in this case. And these proposed resolutions are also available in the remote attendance application for the general meeting. I will, therefore, limit myself, in the interest of facilitating the smooth running of this event, to giving you the most salient content of the proposals or resolutions. The full text of these proposed resolutions, which can be viewed on the screen in this room and which the shareholders attending online can access through the remote attendance and application, will be included in the notarized minutes of the meeting. Firstly, the approval of the annual accounts of the nonfinancial consolidated information. 1.1, the approval of the yearly accounts and management report for Telefónica S.A. and its consolidated group of society corresponding to financial year 2021. We propose approving the individual yearly accounts and the management reports in Telefónica and its consolidated group of companies corresponding to the financial year 2021 in accordance with how they've been formulated by the Board of Directors of the company in its meeting on the 23rd of February 2022. the consolidated group of companies corresponding to the financial year 2021. It is proposed that this be approved corresponding to the financial year 2021, including the consolidated management report of Telefónica S.A. and its group of companies corresponding to said financial year and specifically the information relating to the objectives for climate change and the decarbonization plan in this report. 1.3, approval of the management of the Board of Directors of Telefónica in 2021. The approval of management carried out by the Board of Directors of Telefónica S.A. during the financial year 2021. Secondly, the approval of the application of the result. It is proposed that the application of results corresponding to the financial year of 31st of December 2021 will take the profits obtained by Telefónica S.A. So the amount on the screen will be put to the following objectives, EUR 20,569,656.36 to legal reserves, EUR 185,126,907.20 to voluntary reserves. Thirdly, the reelection of the auditor of the accounts. And the proposal made by the Audit Committee and the Board of Directors is to choose as the auditor for Telefónica S.A. and its consolidated group of companies for the financial year 2022 the company PricewaterhouseCoopers Auditors (sic) [ PricewaterhouseCoopers Auditores ]. Fourth, reelection and ratification and appointment of the Board members. It is proposed that, 4.1, to reelect for a new period of 4 years Mr. José María Ábril Pérez as a proprietary director; 4.2, to reelect for 4 years Mr. Ángel Vilá Boix as the Executive Director; 4.3, to reelect for a new time frame of 4 years María Luisa García Blanco as an independent director; 4.4, to reelect for a new period of 4 years Mr. Francisco Javier de Paz Mancho as an external director; 4.5, to ratify the appointment by co-option of Ms. Maria Rotondo Urcola agreed -- in the Board of Directors on the 29th of September 2021 and to appoint her as director for the statutory period of 4 years as a category of Independent Director. Fifth, setting the number of directors at 15 in the Board of Directors to have 15 members of the Board of Directors. Sixth, the reduction of share capital through the amortization of own shares, giving new wording to Article 6 of the by-laws relating to share capital. It is proposed that the share capital be reduced in the company by EUR 139,275,057 by means of the amortization of 139,275,057 own shares currently in treasury stock that represents approximately 2.41% of the share capital of the company. This reduction in capital will be put against reserves, and they will be reserved for amortized capital for an amount of the nominal value. And it will be only possible to have them using the requirements that are used to reduce share capital in accordance with what is stipulated in the Companies Law (sic) [ Companies Act ]. So therefore, there will be no rack to -- opposition to this reduction. It is the company itself that owns the amortized shares. And the reduction will have to take place within a year from the time of this agreement. Seventh, remuneration of shareholders. 7.1, remuneration to shareholders through a scrip dividend. It is proposed that part of the remuneration to shareholders should be carried out via scrip dividend. It's an increase in share capital against reserves for an amount of the issuance of new ordinary shares for EUR 1 face value without an issue premium and with the provision -- with the purpose of offering shareholders the option of receiving through free shares their remuneration corresponding to the second payment in the remunerations policy for the financial year 2021. 7.2, remuneration for shareholders through the distribution of dividends against reserves of free disposal. It is proposed that a distribution of a cash dividend against the reserves be paid of EUR 0.15 for each of the shares with the right to participate in this distribution. The payment will be carried out in cash on the day of December of 2022 that is chosen by the Board of Directors by means of the companies participating in the management company of [ Registration, Compensation and Compensation ], S.A.U., IBERCLEAR. The company will inform on the exact date of payment. It is foreseen that the date will not be after the 16th of December. Eighth, the approval of an incentivated purchase of shares for employees of the Telefónica Group. It is proposed that a global plan be approved with a commitment of handing over to those who join the plan a certain number of additional shares of the company as long as certain requirements are complied with. The people who are part of the plan will be employees from Telefónica plus executives in Telefónica, S.A. who comply with the seniority or other requirements -- eligibility requirements put down by the Board to be able to join the plan. The plan will last a minimum of 18 months and a maximum of 4 years from its adoption. And it will have to be carried out in a maximum of 18 months from the date of this agreement. The plan will have a period for acquiring shares of 1 year, and one must hold the shares for a minimum of 1 year from the time of purchase. The participants will be able to buy Telefónica, S.A. shares at market value through an investment agreement where part of the remuneration will be decided on. And the specific report that will decide what the shares can be useful will be decided on by the Board for a total amount, and this can never go over EUR 1,800 per participant. This takes -- the participants will be able to obtain additional shares of Telefónica, S.A once the maintenance time frame is over, depending on the number of shares that have been acquired and as long as the shares are held for the time frame. To celebrate the anniversary of Telefónica on 19th of April 2024, in addition to other actions that have been described, each of the participants will be able to receive free of charge up to 100 shares of Telefónica, S.A. in the terms and conditions that are determined by the Board of Directors prior to the report of the Appointments, Remunerations and Good Governance Committee. The amount in this plan will be determined by the Board of Directors after the report of the Appointments and Remunerations Committee and cannot surpass EUR 1,000 -- a certain amount of money. The maximum number of shares to be handed to each employee will be 764 shares at face value. And in any case, the total free shares for the plan can never surpass 0.38% of the share capital of Telefónica, S.A. The shares to be handed over free to participants can be Telefónica, S.A. treasury stock or newly issued shares. Ninth, the delegation of powers to formalize and execute the agreements adopted by the AGM. It is proposed that this GSM should give the Executive President of the Board of Directors powers and to the Managing Director and the secretary and the Vice secretary to any of them be able to execute the resolutions. Tenth, the consulting (sic) [ consultative ] vote on the remuneration of directors. It is proposed to this GSM to approve the yearly report on the remuneration of Board members corresponding to the financial year 2021, and the text has been made available to the shareholders since the meeting was called. So having read the approvals, the Chairman will now take the floor.

Telefónica is having a birthday in 2021. Financial objectives, net profit more than EUR 8 billion, 5x more than in 2020. Sustainable growth in profits and OIBDA and solid cash flow generation, EUR 3.8 billion and while still investing in the networks of the future. Two major transactions: the sale of Telxius Towers to American Tower at record multiples; and merger, O2, Virgin Media in the U.K. It's the biggest operation in the history of the company. Telefónica is executing its strategic plan in 2021. We've strengthened our position in the four main markets where we are growing. In Brazil, we acquired the mobile assets of Oi, reinforcing our clear leadership in Latin America. We're managing our business in a disruptive way, and we are modulating our exposure. Telefónica Tech is a benchmark in growth and leadership, creating nearly EUR 1 billion and growing by 30%. It's one of the major structural pillars of the company with added value in Germany, Brazil and Colombia and Chile. Our new operational model is generating greater efficiency. In 2021, we're improving our balance sheet. We've reduced our debt by more than EUR 9 billion, and we doubled our treasury stock. We're reaching higher levels of satisfaction with almost 370 million customers, and we're at the head of ultrabroadband. Our ecological transition is clear. We're the biggest issuer of green bonds. And Telefónica is contributing to protecting the planet with 0 emissions by 2025. We've also reinforced our corporate governance with the presence of women up to 33%. Telefónica is always at the service of its shareholders. Our proposal for remuneration is attractive and sustainable with a dividend of EUR 0.30 per share in cash. And total profitability is 29.6% in the year. Our share has gone up by 19%, way above this sector and in the Ibex 35. Telefónica is a stronger company, a more efficient company, more agile and more solid. Telefónica has multiplied it's net profit by five. Telefónica has earned 5x more than last year. It now has its new project where it is focusing on innovation. Record profits for Telefónica. These are the headlines. This is Telefónica. This is your company. We're at your service. We continue complying with our promises. Ladies and gentlemen, shareholders, this is not just one more board meeting in the history of Telefónica. It can't be actually. These are extraordinary times, and this is the birth of a new era. In just 6 years, we've gone through the breaking of the European Union with Brexit, a world pandemic that altered the life -- everyone's life, and a conflict in Europe like we hadn't seen since the Second World War. And all of this is caused in one way or another by the fact that we are immersed in the biggest technological revolution of the history of humanity. Our lives have changed and the change is irreversible. Now the pandemic did not only surprise us, but it made us to confront the unimaginable. What we considered -- what we thought was going to be here forever, to have the freedom to move and work in our offices, to go to the cinema or the theater or to even just to go shopping, made us feel vulnerable. It made us see that we're not invincible. We took refuge in our homes, and we became more analogic. We became more dependent on technology. And this means digitization. Each week of confinement accelerated time by a year, so we get out of the pandemic in a different world. Our way of working, of having relationships, of purchasing, of getting news is different and it won't go back to the way it was before. Internet, the social networks, the platforms, the devices have changed the way that we relate to one another, the way that we get information. Who do we believe? Who is telling us the truth? Or what truth is it the one -- is the one we want to believe? We look at the television and the radio, and we're coming to much bigger changes. Now radio and television focus around people that wanted to inform us or influence us, and we build -- and we really need -- we have this right to have real information. Now there are algorithms who are determining what we see and what we know. And we're spending more time on these platforms to be more informed and to sell our products. But in exchange, we have an attack on truth, which is the cornerstone of our coexistence. We are closed into what we want to hear, into other points of view, the wealth of -- the richness of debate in a society, which is not and should not be uniform. We are becoming tribes, and the machines are doing this to us. Brexit and the pandemic showed us cracks in globalization, but the war in Ukraine has really brought it home. This has changed our consciousness in a whole different way. It's made us see that peace, territory -- integrity of a sovereign country with millions of innocent families has been attacked in Europe, just very close to our own homes. Wars and conflicts that we thought were far away are here at our doorstep. And we saw these different conflicts as being very far off, but now we're seeing these as very, very close and defending our ideas, our values, our lifestyle and take a stand in what we see as being unjust. Now the world of globalization has changed. our economies now are vulnerable to the prices of energy, and they're very vulnerable. But not just that, the logistic chain, production of food, fertilizers, semiconductors, noble gases, strange or these unusual minerals. Our world is very fragile and based on world trade, which -- we trade with companies that don't share our values, and these other parties don't have to use these dependencies to try to improve -- approach their way of seeing the world, a way of seeing the world that we don't agree with and that legitimately we rebel against. Now all of us, within us, we have the hope that all of these events are exceptional and that everything will go back to the way it was, the world where we are comfortable will come back. And this is a natural failing. We want to go back to what we understand, what we were able to control and where everything could be -- was foreseeable. But that's not the case. This world has left us and will not be back. We are now moving into unexplored territory with different rules where we have to coexist with unknown dangers where nothing is guaranteed. And we'll have the need as a society to defend the values that we believe in: freedom, solidarity, compassion, unity, ethics and the unquestionable idea that it's the people that should be at the center of everything. When the pandemic changed security, when we had to take refuse in our homes, it was the people that took a step forward and faced the problem and found solutions. They were the health care workers, the police the food chain workers, the telecommunications networks, the ones that gave us hope at that time. And there were times where we were waiting for months for the vaccines against this virus. Vaccinations that under normal conditions would have taken more than 10 years to develop were available in 10 months. The world could have been separated by technology, but it was the people that brought us together. Now when we are questioning the pillars of our coexistence and the algorithms want to take the control of what we think or what we believe, then people come to the forefront. And the campaigns of hatred that we see on the networks are followed by people who -- the algorithms can't understand the millions of people that went to their windows in the afternoon, or we have 4 million people who had to leave their country for a cruel war, the worst since the Second World War, and is tipping the system. These are the people, the individuals that are showing compassion and solidarity to take care of those refugees with the Brexit, pandemic, the war. It makes us doubt the welfare society and we feel overwhelmed. Then we have the determination of Europe that is taking a step forward and is committing to a recovery that does not leave anyone behind and invests in society and is looking to the future. When barbarity threatens freedom, it's the society that steps forward, that steps up. It's the people that decide what values we want to share and defend. It is a new world and the old world has ended. But we can move forward to something better. We're going through the biggest changes in the history and accumulation of technology that no other generation has witnessed up until now. We have to channel this to put it at the service of people that help us to solve problems that have not been solved up until now. Technology is not good or bad in and of itself. It depends on the purpose that we want to use it for. We have to be ambitious in searching for a better world. We're opening really a new revolution, the arrival of artificial intelligence. This has just begun, and it's not going to stop here. We see the combination of Internet, artificial intelligence and the Web3, which is moving towards the metaverse, internet in 2 dimensions and then 3 dimensions. It's a time for big changes, even bigger changes than the arrival of Internet at the end of the last century. The use that we make of the network will reach a different dimension. And new -- it means new challenges in terms of sovereignty, respect for the dignity and privacy of people, the identity of individuals and ensure social contract. It's a change of -- it's a major change in our lives. Technology is here now and it's going to continue to break barriers. How we use it will paint the future. Time of agreements and not blocks. It's a time of imagining the future that we want and building it together. Everything is going to change again, and all of this will happen in our networks. We are indispensable. Telefónica has the responsibility to participate. All of this new world goes through our networks, and we see it going through. We came -- we were born 97 years ago with transporting a voice, but things have changed. Then we went from voice to data, to digital services and then artificial intelligence, going towards the metaverse. We have a role to play because in the last 6 years, we've changed, and we prepared to -- for this change. With 370 million customers, 47 million more than 6 years ago, we are the biggest platform, bigger than Twitter or Netflix. All of these customers whose lives flow through Telefónica's networks, their data traffic through our networks has multiplied by 10. It shows the -- how robust our networks are and -- using these sustainable technologies. We have the capacity to process data of 11.5 petabytes, better than any supercomputer, and storage of 176 petabytes. That's like 26 centuries of high-definition content. With more than 3.9 million kilometers of fiber, we have fiber to go back and forth to the moon 5 times. So our ultrabroadband network is the biggest outside of China, and we continue to grow. We're pioneers in 5G and artificial intelligence and the new-generation networks and architectures like OpenRAN. Over the last 6 years, revenues from broadband and digital services were less than 50% and now account for 70%. We've invested almost EUR 48 billion and we've brought up corporate operations, including the biggest operation of our history. We've lowered the debt by EUR 23 billion, our treasury stock by a huge amount. And we've given our shareholders more than EUR 15 billion in dividends and the buyback of shares. And by 2025, 0 emissions, and we're a key piece in the decarbonization of the economy. We're looking towards inclusive digitization with our infrastructures and bringing those to every corner of the world and making them digital to not leave anyone behind. We reach corners of the world where no one else does. And the Telefónica Foundation in 2020 have benefited 25 million people over the world, and we have more than 60,000 volunteers. And we've reached 30% of women in management positions. We went from 11% to 33%, and this makes us better. This transformation is not done on its own. People are making this transformation, people that form part of this great company. Telefónica now is a different company than it was 6 years ago. It's a company that has prepared for a new world, a company that feels capable and legitimized to contribute to defining the rules for this new period. The last 6 years have made us participate in exceptional events. We've gone from the world that we knew and understood and has transported us to unexplored worlds. These last 6 years, we've lived with fear but also an uncertainty, but we've known how to react and to give -- take the best of ourselves and reinvent ourselves during that period. This change has just begun. And we -- still, exceptional events are coming as a society. We need to build something better, better than what we left behind with solid values on humanistic values. This sector is not just one more sector. It's a door to the future. Telefónica will continue changing and will continue being relevant. We're getting close to our 100-year anniversary with the best human team and the ambition of imagining the future. We want to make our world more human by connecting the lives of people. That is our proposal. And that is what we can contribute to this new world. Never before have been connected been so important. Thank you for your trust. And together with you, we'll bring your company into this new period. Thank you.

The final information on shareholder attendance on the General Shareholders' Meeting have prepared by an entity external to Telefónica, S.A., namely the prestigious firm of good standing, [ Indra, S.A. ], which has performed the review and analysis of the attendance cards of those attending this meeting in person, of those attending remotely and of the proxies, which are also available to those shareholders wishing to review them and which gives us the final data with the following final result: 7,280 shareholders present holding 133,896,277 shares, 25,716 shareholders represented by proxy holding 3,251,395,677 shares, and total provisional data of in-person shareholder attendance is 32,996 shareholders present holding 3,391,954 (sic) [ 3,385,291 ] shares of -- which represent 58% of the share capital of the company, Telefónica, S.A.

We now turn to the speeches of the shareholders who have requested it. I give the floor to the secretary, who I instruct to order and moderate the speeches.

Firstly, and as indicated in the notice convening this shareholders' meeting, the shareholders or their proxies who, in exercising their rights, have wished to take part in this meeting online and, where appropriate, first request information or clarifications regarding the items on the agenda, request clarifications regarding information accessible to the public that the company has provided to the National Securities Market Commission since the last general meeting was held or regarding the auditor's report or make proposals in the cases permitted by law, they've been able to do so from the time of their registration on the remote attendance platform through the presentations form provided for this purpose. Thus, remote attendees were able to formulate in writing and submit their presentation, question or proposal until the Chairman declared the general meeting validly constituted. Likewise, shareholders or their proxies attending remotely have been able to express their wish to have their presentation recorded in the minutes of the meeting. Secondly, and with regard to the shareholders who attend this meeting in person and have requested to speak, I would ask them to facilitate the smooth operation of the meeting and, out of respect for the rest of the shareholders present and taking into account the experience of previous years and the large number of those wishing to speak, to limit the duration of their presentations not exceeding 5 minutes in duration. To this end, after the aforementioned 5 minutes have elapsed, shareholders will be told to conclude their presentations. If they have not concluded after this notice is given, they will be informed that their turn is over, handing the floor to the next shareholder. I also remind you that this committee may limit the speeches when their subject matter is not included in the agenda, does not relate to the information accessible to the public provided by the company to the National Securities Market Commission since the holding of the last general meeting on 23rd of April 2021 nor, on the basis of the auditor's report, is sufficiently debated or hinders the progress of the shareholders' meeting. Any requested information or clarifications deemed admissible will be provided during the meeting, if possible, and an answer will be provided to the questions and issues raised, also to the extent possible. Any pertinent requests for information received from the shareholders that cannot be dealt with at the meeting itself will be answered in writing within 7 days of the end of this meeting.

Now we have the presentation period for those shareholders physically present at this general meeting. Ms. [ Teresa Micares Mijoia ] has the floor.

Good morning. We live in a new industrial revolution where digitization has accelerated in all fields of our society. Part of this process is pushed forward by the efforts of companies such as yours in innovating and creating innovation. Telefónica once again is a pioneer and has fostered innovation in 2021. What are its objectives? And what may its impact be?

Thank you very much for your question. Ms. [ Soledad Guadalupe Fernandez-Franco ] has the floor.

The main competitors -- who are the main competitors? Orange, an announcement was made to do a joint venture with MasMóvil, starting a consolidation process of the Spanish market. You have always supported this type of movements. Could you share with us the valuation of this announcement and explain what benefits and risks this entails?

Thank you very much for your question. Ms. [ Santiago Gonzalez Carrera ] has the floor.

Dear Chairman, directors, I speak on behalf of the elderly in Telefónica whose association with 20 years track record and 20,000 members from the company I am honored to represent. I'd like to congratulate you for the magnificent results obtained in the financial year 2021. If you will allow me, I'd like to dedicate my first few words to the memory of all those who have passed away or who have seen family or friends pass away because of this pandemic that has affected us so gravely to the whole of society. But also, I'd like to convey to you that you are not on your own. Telefónica has ensured that in times of crises, citizens have been able to continue to be communicated with our -- in communication with our loved ones through the services supported by the network calls, video calls, sending of videos, chat services, Internet meetings, et cetera. But also, there are other entertainment options in people's homes through television platforms, music, books, et cetera. On our behalf, as you well know, throughout this period of alarm and confinement that we are all suffering from, and perhaps more particularly those elderly amongst us, more than 500 volunteers from all parts of Spain are carrying out thousands and thousands of calls to those most vulnerable people because of their age, health or unwanted solitude or -- and in times of difficulties, we do this with hundreds and thousands of employees who are active through the Telefónica Foundation. I'd like to publicly thank them for everything that they are contributing to ensure that the difficult situation we're living through is less difficult to cope with for those who are old or those who have additional limitations. Our recognition goes towards the extraordinary work being carried out in accompanying these people and giving them care and solidarity and helping them solve the problems of those people who are on their own and who need this most. A year ago at around the same date, we were able to organize our sixth conference of the volunteers totally telematically, and we counted with your -- on your person, so we're very grateful for that and that of Marta Machicot, Carmen Morenés, Raquel Fernández and other executives in the group, the General Manager from the [indiscernible], Vice President of the state for elderly people also accompanied us, and the President of the people's confederation, Father [ Angel ], and other leading people on the world of volunteers in our country. As I was able to say to you personally, I'm very grateful for the backing and support we always feel from you. And we take on the commitment to continue to contribute through voluntary actions a little bit of human heat and collaboration towards those who most need this. We like to believe that we can contribute something to social responsibility that Telefónica has always shown in those places where it operates. In short, I'd like to remember the hundreds of volunteers that are carrying out an extraordinary work and that we feel particularly proud of, and we congratulate ourselves and them for this. I'd like to point out that on these occasions, we appreciate the affection that we receive from the company to which we are still linked. And we count on all of you to collaborate in humanitarian tasks, and you can count on us for our support to -- and with the Telefónica Foundation. We ex-employees have in our DNA the word solidarity. Just one last request. We would like your support to give greater visibility within the company to our actions. It is very important that new Telefónica generation employees can see the good work that our association is doing for the rest of society. Thank you for all your support and all the time you have shared with us, and we offer our availability to help you in everything that may be necessary. Greetings from us all.

Thanks very much once again. Then regarding the telematic shareholders, [ Martha Sonia-Garcia ] and [ Francisco Uerrente ] want to participate through their media. The request for information that the they requested have to do with the following, the cash dividend and the action plans for -- or the share plans for employees. So having concluded the interventions from the shareholders, we'll try to offer a response to all of those issues brought up that have to do with the agenda, and we will, as much as possible, provide answers by grouping them by topic. In terms of the question from [ Teresa Micares Mijoia ] about the hub, innovation is in Telefónica's DNA since 1924, and we can say that we've always tried to be at the vanguard of technology in our sector to be able to bring people together. As I said in my speech we're trying to use all this innovation with added value to bring people together. So our R&D activity, where we spend billions of euros, we've opened innovation through wider and open future. But today, we want to go further. Telefónica is doing many things, many, many things, on the border of innovation, and we want to open this to society to be able to understand something so abstract like technological revolution or digitization and, through that, to become -- to go even further and break frontiers. In October, we announced the -- our hub -- innovation hub to change our headquarters into this new metaverse and connect more people around this innovation. The objective is to make our facilities here with 140,000 square meters in an interconnected hub to build and -- the technology of the future and teach our people. And this area is developing technology around 5G, edge computing, the Internet of Things, cloud, cybersecurity, blockchain, graphic communications, drones, robots and many other areas, more and more initiatives as we analyze new matters in innovation. Last week, we inaugurated the new Universitas campus here in District. This is part of our innovation hub. It's located at the fourth floor of the -- one of our buildings. And we have 2,000 square meters with the best -- for the best and most advanced technology to develop all this activity for our customers. And within this -- that initiative of Universitas, we have the Power of Connections plant with more than 100 employees in the Telefónica Group, the first time that we have a program that every employee has access to. We're opening all these initiatives in our school, 42, and our operations center where we explain and teach on a daily basis all of our skills in cloud and cybersecurity. The future is going to revolve around many technologies that feed into one another, and it's our responsibility to make these technologies understandable. This the first technological revolution in our country where we're in a vanguard with 82% of Spain covered by optic fiber and an intelligent router in each customer's home. It's like the industrial revolution with 82% of the territory covered by railroads and a steam locomotive in every home. We have to make that -- a good thing is that we -- our country moves forward and all of the countries where Telefónica is present move forward. For the next question, I'm going to give the floor to Angel Vila.

In terms of the question by [ Soledad Franco ] about the consolidation of the Spanish market, I can say that for us, any consolidation between markets in a fragmented market like Spain is welcome because it allows for greater rationality and more investment in new generations. A better structured market will allow the more solid evolution of operations to provide services to customers and foster innovation to get competitive scale and efficiency and sustainability. In this context, we believe that we need to think about something -- where something is not quite right in the competition policy, especially in the define of relevant markets. Now the definition of a market should be considered the substitute services that arise in these digital services that compete aggressively in traditional markets, especially in an analysis of an -- if an operator has a dominating position or. That's the case of the OTT services, which need to be analyzed if they provide partial or total substitutes of telecoms -- traditional telecom services. For example, in Spain, according to the official data of the competition, now there is no more than 6 million television -- pay television customers. Since we have more than 3 million of those customers, we're considered a dominating operator. But the reality of the market is that there are more than 8 million additional customers that pay television through platforms, streaming platforms, OTT, over the top, so the total market is more than 15 million. In this market, we are not the dominant operator. In Spain, the operators have a return on capital employed which is very low, and they need to improve this through consolidation operations. Other acquisitions explain the appetite for the acquisition of infrastructures. And this improvement on return is fundamental to prepare the networks for the future growth of data that we're going to see in the future and that we're already seeing. And with the Web3 and the metaverse, so now is the time that the authorities need to reconsider their competition policy, especially in terms of the joint venture being negotiated by Orange and MasMóvil. This is news which we think is very positive for the sustainability of this sector. And there's good valuations for both of these assets, and it's a better implicit value of this sector compared to where we are in the market right now. Although the regulatory approval could take some time, up until 2023, we hope that between now and then, we'll have more rational competition because we believe that this joint venture will establish a sustainable position in the market. So from a regulatory point of view, it wouldn't make sense to consider Telefónica as a dominant operator in several different areas because in broadband, mobile and fixed customers in -- the joint venture will be bigger than Telefónica where Telefónica Spain will continue to be leader in profitability. And in terms of wholesale impact, we have a wholesale contract, long-term contract, with MasMóvil, and we foresee greater rationality in the wholesale market.

In terms of the question by the group of the elderly, first I would like to say -- tell you something we get for all of us here in [ Santiago ]. It's -- we're proud to have an association of the elderly like we have. Not only do you help and support us and are always there in all of our initiatives together with us and in the volunteer initiatives, but you allow us to -- you remind us who we are, who this company -- what this company is all about. And it gives us a history that we're very proud of, and you're the ones who have built that history. Now -- and as we get closer to our 100th anniversary in just 2 years' time, we're going to need you, we're going -- to help us to celebrate these 100 years of the company, whose history is full of special milestones. And always being at the vanguard, breaking limits has seemed impossible, so you've been responsible for many of those milestones. You've supported this company during the years of COVID, which was unexplored territory, how you were close to the people who needed you. You've been close to the company and to the foundation in how we've been able to help many of our colleagues affected by COVID. Some had to die. And that's something that, once again, that really is part of the commitment that you have with the company and which -- there's really no words to express my gratitude. Making this work more human is not something new. It's something that is in the DNA of the company. So your DNA. So thanks very much for being -- always being with us and the company and for what you stand for. Now in terms of the question about the dividend, the reasons that we're going back to a cash dividend after 2 years of scrip dividend. We believe that the reasons underlying the scrip dividend had to do with the uncertainty and the volatility that we were in with COVID, where we really didn't know how it was going to affect the business of the company. We really didn't know how it could affect investments, revenues of our company. Together with that, the fact that last year we had that spectrum auctions in our main markets since this company has also been very careful financially. And also, we had the objective of maintaining a level of investment with the credit agencies. We believe that at that point, it was best for the company to use this flexible dividend for shares or cash, the scrip dividend. Now in all of the tranches up until now, more than 2/3 of our shareholders have opted for shares. So they're betting on the future of the company and, therefore, preventing dilution. And part of that, doing the amortization of shares, the treasury stock -- shares, we've done that in a practical way. There's uncertainties we don't any longer. And then with the visibility that we have now about the sustainability of our cash flow generation, we believe that the EUR 0.30 per share dividend is well covered by cash flow generation that we expect. And therefore, we believe that now is the time to go back to an attractive remuneration based on our dividend. We still have the possibility of acquiring treasury stock, and that's guarantee in maintaining a level of investment in the credit agencies. But our criteria of prudence has dominated. Now the question about being able to use the share plans for ex-employees, I can say that we analyzed that issue. But unfortunately, there are limitations, legal and tax limitations, to be able to do that. Therefore, right now, we cannot extend that plan for ex-employees of Telefónica. In any case, we'll continue to analyze that topic to see if there is any possibility of doing that in the future, and we do request you to make an effort to help us to prepare. Thanks for our 100th anniversary of Telefónica. Now having concluded these interventions, we're going to now start the voting of the proposals for resolutions that have been put forward. So the secretary has the floor.

Having concluded the replies to the questions raised by the shareholders and in accordance with the above, the voting process for remote attendees who have been able to cast their vote since the declaration of the valid constitution of the general meeting in respect of the proposed resolutions included on the agenda has been completed. I am pleased, therefore, to inform you that with the votes resulting from the proxy cards and remote voting cards received prior to this meeting and apart from the votes against and abstentions, if any, caused by the shareholders attending this meeting in the manner indicated above, there is a sufficient majority in respect of each of the items on the agenda to approve all proposals for resolutions formulated by the Board of Directors submitted to this meeting. And therefore, each and every item on the agenda has been passed. Without prejudice to the foregoing, the definite voting data shall be published on the company's corporate website.

The notary will sign 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 at Telefónica's office of the shareholder that a photocopy of the notarized minutes of the General Shareholders' Meeting be delivered or sent to them. Thank you very much, shareholders, for your presence in person or through remote attendance channels at this general shareholder -- meeting of shareholders. And thank you especially for your understanding of the measures taken as a consequence of the health situation caused by COVID-19 as well as for the trust you place in the company. The meeting is adjourned. [Statements in English on this transcript were Spoken by an interpreter present on the live call.]