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

April 10, 2025

Bolsa de Madrid ES Communication Services Diversified Telecommunication Services shareholder_meeting 121 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

Ladies and gentlemen, shareholders, good morning to you all. First of all, I would like to thank you for your trust in Telefónica, which you make clear with your attendance at this general shareholders' meeting through your attendance in person at the premises designated for such purpose or through the channels for remote attendance. Let's begin the meeting. I would like to inform all attendees that pursuant to the company that 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. Garcia Lombardia is present in 1 of the tables located at the side of this room to your left. The Secretary has the floor.

Pablo De Carvajal González

executive
#2

Good morning. Further in compliance with the legal formalities to be observed, we hereby state for the record that in Madrid, it's 11:00 a.m. on April 10, 2025, at the offices of Telefónica as located at the Street Telefónica Ronda Dela Comunicación Sin Número Central Building Auditorium. There is a meeting on second call of the presiding committee of the Ordinary General Shareholders Meeting of Telefónica Sofia called by resolution of the Board of Directors, dated March 6, 2025, by means of the communication of other relevant information published on the same date on the website of the Spanish National Stock Market Commission and on the company's website and by means of announcements published on March 8, 2025 in the newspapers, El Paris and expansion in which all of 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. Marc Tomas Murtra Millar, 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, both being currently in office and with our positions recorded with the commercial registry and by other directors of the company that are attending in person. As regards to the quorum for this meeting and as stated in the announcement of the call to the meeting and on the corporate website, the process of registration for remote attendance at this meeting ended at 10:00 a.m. today, April 10, 2025. Furthermore, the process of registration and computation of attendance cards and proxies was temporarily closed a few minutes ago, 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. However, attendance cards and proxies will continue to be accepted until the deadline established in regulations of the general shareholders meeting, i.e. until the commencement of the shareholders' presentation period. The final attendance data, telematically is 17 shareholders present, holding 78,236 shares. 38 represented shareholders holding 32,900 -- sorry, 92,907 shares. And the provisional data for people in person 4,652 present shareholders holding 1,233,038,686 shares and 24,627 shares -- shareholders representing holding -- the shares on the attendance unrepresented and represented 29,000 -- 34,000 shareholders holding 3,636,270,038 shares, of which they represents 64.13% of the share capital of Telefónica S.A. This share capital is EUR 5,670,171,554 with the same number of shares. So there is quorate in this meeting for this GSM to be declared valid to include all the matters -- or to deal with all the matters 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.

José Miguel García Lombardía

attendee
#3

Thank you, Chairman. Ladies and gentlemen, shareholders, in compliance with the provisions of commercial law, I hereby ask the attendees, whether there are 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 shareholders attending remotely can report them now using the remote attendance platform.

Unknown Attendee

attendee
#4

There are no reservations.

José Miguel García Lombardía

attendee
#5

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

Pablo De Carvajal González

executive
#6

The shareholders who are attending in person and who wish to take the floor and receive any clarifications on matters in the agenda on the information accessible to the public. Since the celebration of the last GSM on the 12th of April 2024 on the auditor's report or to or on the proposals for resolutions that are legally appropriate, may address themselves to the shareholders' attention that's located on the corresponding sides of this room where this meeting is being held. At these desks, 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 notarize minutes of the meeting are kindly requested to deliver the written text thereof to the notaries offices located at the shareholder attendance desk. Shareholders attending this meeting remotely have been able to intervene from the time of their registration on the participation platform through the participation form enabled for such purpose. Thus, remote participants have been able to submit their participation, question or proposal in writing until the Chairman has declared the valid establishment of this meeting. On the other hand, 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 company's annual corporate governance report for fiscal year 2024, 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 2024. The aforementioned annual corporate governance report was registered with the Spanish National Stock Market Commission on February 27, 2025, and has been available since then on the website of the company. With regards to the company's level of compliance with the recommendations of the good governance code and pursuant to the Chairman's directions, I inform you that as set out in the annual corporate governance report for fiscal year 2024, Telefónica complies with practically all of the recommendations of the good governance code regarding the recommendations that Telefónica partially complies with, I would like to point out that firstly, 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. Secondly, with respect to the compliance of the recommendation related to the presence of female directors, although it is true that as of December 31, 2024, this recommendation was not complied with. As of March 6, 2025, the number of female directors has reached again 40% of the members of the Board of Directors as per the best international practices. Likewise and in relation to the committees of the Board of Directors, it should be pointed out that the appointments and remuneration committee is a single body. And to date, as there has been no discussion of splitting it up in order to favor coordination and ensure that it continues to work efficiently. Furthermore, the Audit and Control Committee and the Appointments and Remunerations Committee are chaired by independent directors are provided by law in the Sustainability and Regulation Committee, whose purview covers over other matters related to the company's business and management issues, it has been considered appropriate that proprietary and other external directors take part in it in order for them to continue their technical knowledge and specific experience. Finally, and with regard to the fiscal year 2024, the annual corporate report and the annual report on directors' remuneration provide full details on the terms and conditions of the latter executive directors, contracts in regard to severance pay and other matters as they were in their previous contracts prior to being appointed as Executive Directors. On the other hand and regarding the annual report on remuneration of directors of Telefónica for fiscal year 2024, I inform you that it was approved by the Board of the company at its meeting of February 26, 2025, in accordance with the proposal made by the appointments, remunerations and Good Governance Committee, which was registered on the 27th of February 2025 with the National Securities Market Commission and has been available on the company's website from that date onwards. Finally, you are hereby notified that the full written text of the report that the Chairman will now present at this ordinary general shareholders' meeting will be published on the website and made available to the shareholders. As regards to the process for voting on the proposed resolutions submitted to the shareholders for approval of this GSM, please note that in order for public solicitations for proxy representation to be effective, those directors who might be affected by a potential conflict of interest will cast their vote 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 of the General Meeting to exercise the right to vote attached or linked to such shares. Those shareholders attending this meeting in person who want to cast the vote against or abstain from voting with regards to any of the proposed resolutions included in the agenda may express this as it is attended by the notary and his offices on the side of the rooms, where the meeting is being held. Those shareholders who do not expressly declare their vote against or their abstention to the notary shall be considered as voting in favor of the proposed resolutions included in the agenda. In addition, as stated in the announcement of the call to the meeting and on the corporate website, shareholders or their representatives attending this GSM remotely have been asked -- have been able to cast their vote on the proposals regarding items included on the agenda from the time that the Chairman declares the meeting quorate. In this case, the process of voting will conclude once the voting for the submitted proposals begins in this -- these premise where the meeting is being held. And 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 GSM, it is not necessary to read a full or summarized version of the proposed resolutions. If the text of such proposals have been provided to the shareholders at the beginning of the GSM, as has been the case today, given that such proposed resolutions are available in the application for remote attenders 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 the proposed resolutions, which you can see displayed on the screen in this room and to which the shareholders were attending remotely can access through the remote attendance application will be included in the notarized minutes of the meeting. First, approval of individual and consolidated annual accounts, consolidated nonfinancial information and management of the Board of Directors. Under this item on the agenda, the following resolutions are submitted for approval by the general meeting. 1.1. Approval of the annual accounts and of the management report of both Telefónica S.A. and its consolidated group of companies for fiscal year 2024. It is required to approve the individual annual accounts -- the consolidated financial statements and the management report of Telefónica S.A. and its consolidated group of companies for the fiscal year ended on 31st of December 2024 as finalized by the Board of Directors at its meeting of the 26th of February 2025. 1.2. Approval of the statement of nonfinancial information and sustainability information of the consolidated group of companies it is requested to approve the statement of nonfinancial information and sustainability information of the consolidated group of companies led by Telefónica S.A., for fiscal year 2024 included in the consolidated management report of Telefónica S.A. and of its group of companies for such fiscal year. Both financial and nonfinancial information has been audited and verified by the statutory auditor, Pricewaterhousecoopers. 1.3. Approval of the management of the Board of Directors. Likewise, it is required to approve the corporate management of the Board of Directors of Telefónica S.A. during the fiscal year 2024. Second, approval of the proposed allocation of the profit and losses. Under the second item of the agenda, it is proposed to approve the following proposed allocation of the profits and losses of Telefónica S.A. for the fiscal year ended 31st of December 2024, allocating the profits obtained by Telefónica S.A., in the amount of EUR 563 million to voluntary reserves. Third, reelection of the statutory auditor for fiscal year 2025. Under the third item of the agenda and pursuant to the proposal made by the Audit and Control Committee, the Board of Directors submits the following resolution for approval of the shareholders at the GSM to reelect Pricewaterhousecoopers Auditors SL as statutory auditor of Telefónica S.A. and its consolidated group of companies for fiscal year 2025. Fourth, ratification and appointment of directors, if applicable. Under this fourth item of the agenda, it is proposed, 4.1, to ratify the appointment by cooption of Mr. Marc Thomas Murtra Millar as Director agreed at the time by the Board of Directors and to appoint him as Director for the bylaw-mandated term of 4 years with the category of Executive Director. 4.2. To ratify the appointment by cooption of Mr. Emilio Gayo Rodríguez as Director agreed the time by the Board of Directors and to appoint him as Director for the bylaw-mandated term of 4 years with the category of Executive Director. 4.3. To ratify the appointment by cooption of Mr. Carlos Ocaña Orbis Director agreed at the time by the Board of Directors and to appoint him as Director for the bylaw-mandated term of 4 years with the category of Proprietary Director. 4.4. To ratify the appointment by cooption, Mr. Olayan Alwetaid as Director agreed at the time by the Board of Directors and to appoint him as Director for the bylaw-mandated term of 4 years with the category of Proprietary Director. 4.5. To ratify the appointment by cooption of Ms. Ana María Sala Andrés as Director agreed at the time by the Board of Directors and to appoint her as director following a proposal from the appointments of remunerations and Corporate Governance Committee for the bylaw-mandated term of 4 years with the category of Independent Director. Fifth, shareholder remuneration, distribution of dividends charged to free reserves. Under this fifth item of the agenda, which is proposed to distribute a cash dividend charge the free reserves of EUR 0.30 per share. First payment of EUR 0.15 will be made on the 19th of June 2025, and the second payment for the same amount will take place on the 18th of December 2025. Sixth, delegation on the Board of Directors are power to increase share capital. Under this sixth item on the agenda, it is proposed for the General Shareholders Meeting to authorize the Board of Directors to pursuant to the provisions of Article 297.1.b of the Capital Companies Act to increase share capital on 1 or more occasions under any time within the period of 5 years as of the date of adoption of this resolution by the maximum nominal amount of EUR 2,835,080,777, equal to half the share capital of Telefónica, S.A. by the adoption of this resolution. Under this delegation, share capital increases will be carried out through the issuance and circulation of new shares with or without a premium whose equivalent value will consist on monetary contributions and it shall be within the authority of the Board of Directors to determine how much share increases shall be carried out, especially allowing for the possibility of incomplete subscription. With respect to capital increases executed under this delegation, it is proposed to delegate to the Board of Directors, the power to wholly or partially exclude preemptive subscription rights in accordance with the terms of Article 506 of the Capital Companies Act provided that the exclusion of such rights shall be limited to 20% of the capital -- the company's share capital as of the date of this resolution. The delegation for the increase of share capital granted by the company's General Shareholders' Meeting held on the 12th of June 2020, shall be rendered null and void to the extent that has not been utilized. Seventh, delegation of the Board of Directors to issue securities. Under the seventh item of the agenda, it is proposed that the GSM resolved to delegate to the Board of Directors in accordance with the general regime governing the issuance of bonds and pursuant to applicable regulations on the company's bylaws, the power to issue fixed income securities, debt instruments of the similar nature or hybrid financial instruments, which may be convertible and all exchangeable for shares and/or grant their holders a share in the company's profits and to guarantee their issuance in accordance with the terms and conditions set forth in the proposed resolution. Furthermore, it is proposed to authorize the Board of Directors to subsequently delegate to the executive committee the powers granted under this resolution. The delegation for the issuance of securities granted by the company's general shareholders' meeting held on June 12, 2020, shall be rendered null and void to the extent that it has not been utilized. Eight, delegation of power to formalize interpret, remedy and carry out the resolutions adopted at the General Shareholders Meeting. Under this eighth item of the agenda, it is proposed to authorize on a several basis the Executive Chairman of the Board of Directors, the Chief Operating Officer, the Secretary of the Board of Directors and the Deputy Secretary of the Board of Directors such that any of them may formalize and implement the foregoing resolutions. Ninth, consultative vote on the 2024 annual report on directors' remuneration. Under this ninth item of the agenda, which is proposed to approve on a consultative basis, the annual report on directors' remuneration for fiscal year 2024. Upon the reading of the proposed resolutions to be subsequently submitted for approval, the Chairman shall present his report to the General Shareholders' Meeting. [Presentation]

Marc Murtra Millar

executive
#7

Good morning, ladies and gentlemen, shareholders. Welcome to this ordinary General Shareholders' Meeting of Telefónica. Thank you for your attendance. Those that are here present in the room as well as those who are following us telematically. On the 18th of January, I became the Chairman, and I'd like to thank the Board for the unanimous mandate that I was given. It's a privilege to lead this new stage of Telefónica. I assume this responsibility with excitement, ambition, humility, strength and the pride of being the Chairman of this wonderful company. We are amidst big changes, and it is true. But there's nothing new for Telefónica. Remember that in 1924 when our company was formed. There was no electricity, running water or heating in most homes in Spain and Europe, had recently come out of a terrible war that affected 24 million people. A world with electricity was a world of long nights without refrigerators, ice, light, television or radio. Telefónica today is completely different. Almost none of the technological companies that dominated the world that when I finished my studies 30 years ago, those that use LOTUS 1, 2, 3 is as relevant as it was then today. When I began to study in the United States in 1997, I did everything by hand and sent in my information by post and I was thought that I had to prepare for a changing world. Telefónica did that and during that period of time, it was the operator that set trends. The technological evolution is the vehicle that has transported us over these 100 years and will once again transport our lives, our ways of studying, working and relating to one another. Why? This is my argument. We are on this continuous technological change, which is accelerating since Newton discovered -- did his work and published a [indiscernible] going back to 1667 and where differentials were studied by thousands of students. There are different compounds and the mathematical effects explain why these changes are much -- or even more extended today. If we do look of balance and look at a balance at 2024, I want to talk about the strength of the company, our customer base, which are now 390 million customers, a customer base that is loyal and satisfied with the service that Telefónica provides as reflected in our quality and loyalty indices. We're leaders in digital infrastructures. With the biggest fiber network in Europe and the biggest rollout of 5G in Brazil. We are also pioneers in shutting down copper in Europe, and we're continuing to progress in the development of the most advanced networks in a sustainable manner. In 2024, we complied with our commitments with the markets. We are growing in revenues, EBITDA, and we're -- and generating -- cash flow generation. Free cash flow in 2024 reached EUR 2.6 billion in 2024, as in the most recent years, the high fragmentation of the European market has not allowed for greater investment in technology and assets in Argentina, Chile and Peru was the -- was important. And in 2024, the company had a net -- negative net result due to the results in those countries. Now, this -- we are lowering our exposure to Latin America. In the first few months of 2025, we sold our Argentinian affiliate for $2.4 billion. And more recently, we've reached an agreement for the sale of our participation in Telefónica Colombia, subject to approvals in that country. In Peru, the company has put a limit on our financing of our Peruvian operators such that they had to restructure its assets and has gone through ordinary bankruptcy procedures. And for this 2025, our objective continues to be -- to grow in organic terms. In revenues, EBITDA and operational cash flow after leases. And with the free cash flow, that is stable. We've also announced a dividend of EUR 0.30 per share, and we'll continue working forward with -- moving forward with leverage. We are aware of our big challenges in Germany, the execution of the recovery plan in revenues and margins given the loss of the wholesale contract with one-on-one in an environment of growing competitive intensity in that country. In the U.K., they need to improve customer satisfaction as a key lever there and in Spain to sustain leadership in a very competitive market. Ladies and gentlemen, 25 years ago, the European telecom industry led their business and technological world. European technology changed radically the way we communicate, the way we work and the way we relate to one another. Many things have happened since then. Technologically, we are under serious change, that are influenced by titans, giants with a huge capacity for investment that are developing disruptive technologies like artificial intelligence -- generative artificial intelligence. These companies are American or Chinese. There's not 1 European country among those companies that lead the digital change. Our opinion is that the high fragmentation in the telecom sector in Europe, unique in the world and the excess regulation also unique in terms of its sensitivity has taken away the possibility for European telcos to have been technological giants able to compete with their American and Chinese peers. So this affecting the sovereignty of Europe. We can all see that we're in a new period now of relationship between the United States and Europe. It's clean to see the North Atlantic had never been so big, not even when the European reached America for the first time. This -- now we have the European will to be industrial, technological and autonomous. In this context, we think it is the time for the big telecom companies in Europe, to consolidate and grow to have a scale that allows for investment, innovation and to bring talent decisive European consolidation of the sector, should happen within countries. So that's not the case. There will not be economic rationality with an economic scale to roll out innovative networks and to bring in the best professionals from around the world. This will create the technological capacity sufficient to reinforce our strategic autonomy and increase our productivity and improve the lives of our citizens. To make this happen, companies must change and adapt in a proper way. The European Commission, the states and the different regulators should act to bring -- make the adjustments that allow for the necessary consolidation of this sector that -- so that technological companies can have the scale to invest in technology in a competitive fashion. If this does not happen, we think that the Europe position in the world will continue losing relevance and that Europe will not have the capacity to alternatively seek its future. In this context, I would like to say that Telefónica has a huge potential. We have fantastic customers, leadership capacity in the market. Trust relations with our suppliers. And we have a knowledge of -- great knowledge of the industry, and especially, we have great professionals in our company. However, it's very clear that to release all of our potential in this new Europe, we will need a significant change. That's my challenge. And that's exactly what I have the intention of doing. Our strategic environment is marked by 5 elements: one, Europe is going to change. Two, the customers are at the center of all of this. Number three, technology and operational excellence are key in our businesses. Four, we act with a disciplined industrial logic of telecommunications. Five, our objective is to create the value for our customers, for our people and for our shareholders. With that, our priorities are, first of all, to focus our efforts and knowledge. Our priority will be Europe, Europe and then Europe. We will maintain our position of leadership in Brazil as a core market, and we will focus on what we know how to do as an industrial operator. Therefore, we will consider consolidations inside the market that are economically profitable. We will -- there will not be European consolidation, and this will not be considered without a previous consolidation at intermarket level. Second, we will maintain financial discipline, very strong discipline to solidify the company. Thirdly, we will operate under technological excellence, and we will make efficiency and competitive advantage for ourselves. And to do all of this is people are essential. You, our shareholders, want us to tangibly improve our standing and we will do and to do this quickly. I understand that. And all of my colleagues on the Board will understand this as well. We're sure that we've set the correct priorities to achieve these goals and to do that, we will revitalize the management team. This will have an impact, and we have actionable plans in a way to execute those plans. It will take some time, and we'll keep you informed as we move forward on this. Under this constellation, we've initiated our strategic reflection. Over the next several months, we will be working on this reflection based on knowledge and a huge team that forms Telefónica, we will share the results of our strategic reflection with all of you in this second quarter of the year. It will be before the end of the year 2025. Our revision will be ambitious. It will take place with analysis and with strict professionalism. We've done everything and everything will be done respecting and maintaining the best practices of good governance, over the last several months, we have started an ordered renewal of the team that will lead the company and the Board to -- so that to meet the goals of the company and good governance. As a result of that, we have incorporated to the word 2 [Foreign Language]. We also have Emilio Gay as the CEO; and Ana María Sala A as an independent Board member. And so this year, we have the obligation then of, at least, 40% of women on the board. We've met that goal. Now, the composition of the Board that will result from after the approval by this shareholders' meeting will be constituted by 15 members with the majority of independent Board members that -- and then the -- this is approved by the Audit and Control and the Appointments Committee. Also, we will analyze all of the reports by all of the comments made on the -- our reports. And on behalf of the Board and myself, I would like to thank José María Álvarez-Pallete, Ángel Vilá and others from the former Board for their work and their availability to help for the reorganization of the Board. I also want to have a special remembrance for Javier Echenique for his work. He was independent Board Member and President of the Audit and Control Commission. He was a very loved and respected person in Telefónica, who we missed. Ladies and gentlemen, shareholders, my objective as the Chairman is to contribute decisively to the potential and the strength of Telefónica. I have the firm commitment to work push the company forward strategically and energetically so that it reaches its maximum potential for its shareholders, for the professionals at Telefónica and for Europe in general. I'd like to thank my team and all of the workers at Telefónica for the work that they have done. So at this stage, we are aware of the difficulties and challenges that we face. But, especially, we know the opportunities that we have ahead of us. Thank you very much.

Pablo De Carvajal González

executive
#8

The final information of shareholders' attendance at the general shareholders meeting has been prepared by an entity external to Telefónica Sofia, namely the well-known firm InterSystems SSA, which has performed the review and analysis of the in-person and remote attendance to this meeting, distance voting and proxies, which are also available to those shareholders wishing to review them and which gives us the final data with the following results. Final information on remote attendance by remote means, as previously stated, are 17 shareholders present, holding 78,236 shares, 38 shareholders represented by proxy holding 92,097 shares. The final information on in-person attendance are 4,698 shareholders present, holding 1,233,350,696 shares. 24,670 shareholders represented out of 2,403,631,573 shares. In total, 29,423 shareholders attend the meeting in personal by proxy holdings, 3,637,152,602 shares, representing 64.15% of the company's share capital. Now, we turn to the speeches of the shareholders who have represented this. I give the floor to the Secretary, whom I instruct to order and moderate the speeches. First, as stated in the announcement of the call to this general shareholders meeting those shareholders or their representatives who, in the exercise of their rights, have by remote means desire to make presentations at this meeting and if applicable, to request information or clarifications regarding the items on the agenda. To request clarifications regarding information accessible to the public that has been provided by the company to the Spanish National Stock Market Commission since the holdings of the last GSM or regarding the auditor's report or to make proposals in the cases allowed by law have been able to do so from the time they locked down to the remote attendance platform using the presentation form available for such purpose. Thus, remote attendees have been able to submit and send their presentation, question or proposal in writing until the moment when the Chairman declared this GSM vis-a-vis validly quored. 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. Secondly, and with regards to the shareholders that are attending in person and have requested to speak to facilitate the development of the meeting out of respect for the rest of the shareholders present at it and taking into account the experience of previous years and the high number of participants to limit the duration of the exposure of their speeches do not exceed 5 minutes in duration. To this end, after the third 5 minutes have elapsed, the intervention exceeds that duration, the shareholders will be informed that their turn has ended give way to the next shareholder. I also remind you that this presiding committee may limit the speeches when the 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 celebration of the last GSM on the 12th of April 2024 nor on the basis of the auditor's reports is sufficiently debated on 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 request 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. Next, with regard to the shareholders attending this meeting remotely. I would like to inform you that the following have expressed Mr. Francisco Lorente, representing the state confederation of associations and federations of retired employees of Telefónica, first of all. Mr. Enrique Galfo Moya, Mr. [indiscernible] representing diverse trade unions of Telefónica. Mr. [indiscernible], Mr. Brito Sanchez have declared their wish to speak via the means enabled for this purpose. The request for information that the shareholders have put forward have to do mainly about the following matters. Mr. [indiscernible] has to do with equality and remuneration and the fraudulent actions, labor relations and the role of Telefónica Tech in Latin America and the installation of cable. The shareholders now have the floor who are present in person at this GSM. Mr. Santiago Gonzalez Carrero has the floor from the Elderly Association.

Unknown Attendee

attendee
#9

Good morning. Thank you for giving me the floor, Chairman. Board members, I speak on behalf of the elderly in Telefónica. The association has been around for more than 30 years and close to 20,000 partners in this company. I am honored to preside. I want to express our congratulations for the results of 2024 and your recent appointment as Chairman and wish you great success in this new stage of Telefónica. Telefónica has always been responsible for offering public service to the societies where it operates. And in that work, it has differentiated itself from other companies. It has been generous and empathetic with social issues through its foundation and different projects like ProFuturo to help children in schools and offering different alternatives to them and they wouldn't have that if it weren't for Telefónica or the volunteer program in Telefónica that participates in different social programs. Our association participates in many projects. And this year, 202, with that's part of the work of the foundation here at Telefónica, who we work with hand in hand. And we think that we can be contributing by doing these 2, the social responsibility of Telefónica. Our almost 600 volunteers from all over Spain have been carrying out thousands of calls envisaged to our weakest colleagues given their health are going through different difficulties. And we have hundreds of active employees through the volunteer program of the foundation. We're also helping to develop the reconnected program to integrate the elderly, digitally with the company to create a map of accessibility to public places that helps people with reduced mobility throughout Spain. I want to thank you publicly, thank them, the volunteers, for everything that they're doing to help many of the elderly to make their lives as pleasant as possible. Our recognition for the great work being done in accompaniment, affection, solidarity and solving problems for those people who most need us. Telefónica people have solidarity in their DNA. So I thank you for the support that we have always felt from you and we continue to -- committed to work with the volunteers and to give energy and human warmth to the most vulnerable and the most needy amongst us. I also have special remembrance for the volunteers, and we're particularly proud of them, and we congratulate them for that great work. I want to say that even more so the closeness and affection that we feel from the company now that we continue to link with the company and we will continue to collaborate in this humanitarian and social collaboration work to develop the -- help develop the Telefónica foundation. We're working also in eHealth and the insurance brokers for different projects. I want to express also that we contribute actively to defending the interest of the elderly and those who will soon be elderly. We form part of the confederation of elderly organizations where we hold their vice presidency. So we're also in the elderly platform representing more than 5 million elderly people, and we have our good position in the state council as well. And we also work on the digital newspaper where we collaborate with the foundation on social projects, and we have a big window to give visibility to everything that we do. Just one final request. We would like your support to give the greatest possible visibility amongst the companies to the work that we do. It's very important that the new generations of Telefónica people continue with our association and benefit of the entire society, and we count on you. So thank you once again for the times that you shared with us in the 100-year anniversary and to help, we will be here to help wherever we can. Thank you very much.

Marc Murtra Millar

executive
#10

Thanks very much, Santiago. Now [Juan Antonio Ortiz Garcia ] has the floor. Juan Antonio Ortiz Garcia. You have the floor, sir. I'll go on to the next speaker. Raul Morentin Ramirez has the floor.

Unknown Attendee

attendee
#11

Good morning to everyone. I'm going to talk about fraud that the secretary knows very well this topic. This, in 2019, after 14 years of fighting Telefónica for the Terra ordeal, I reached an out-of-court settlement with the General Secretary with whom, I had different interviews. And at the end, we reached an out-of-court settlement. Now, in that agreement, in that settlement, where they wanted to only pay made, there were a series of abusive clauses. And what they were doing is covering up in undue appropriation and fraud. So I signed that agreement with the secretary and that agreement was shared with a group of people. And in addition to paying the auditors, lawyers and core officials. And one of the clauses in that contract, and that settlement prevented us to bring court cases or to bring forward our court case against Telefónica and Mr. Pablo Carvajal reminded me of that. And in 2022, I realized that Telefónica was compensated with EUR 790 million for delays from the Ministry of the Economy for not providing fiscal credits that won -- that Telefónica won in '20. This will go back to 2012, that case. Now today, fraud, with interest would be EUR 1.5 billion that Telefónica should pay to the minority shareholders of Terra, more than EUR 11 per share. Now based on ethics of the leaders of Telefónica, they filed a case against myself and my ex-wife for not complying with this contract. And Mr. Pedro Sanchez, since August of 2014, he knows the whole history of Terra, the fraud and so forth. And in the 27th of August, I met with the ex-minister, Valera Gomez, at Parliament, and he issued a letter telling the President of Telefónica to reach now, of course, settlement with my group. Of course, Mr. Alierta, ignored that and continued for the order by Valera Gomez was to end this case -- put an end to this case and committed to the institutions. And during the whole legal process, judges, prosecutors, the Securities Commission Ministry of the Economy and other public administrations, most -- in most cases, committed fraud. That has -- I have documented this. Now with this government, I've been calling for these credits that's EUR 4.5 per share. I've been calling for this. I've been claiming this for 20 years. They paid EUR 2.95 per share to the Terra shareholders. As for that asset, it was EUR 4.5 per share. The secretary knows this because he signed this with me. So on several occasions, I've requested the Ministry of Public Finance, Ms. Montero, the President, Pedro Sanchez, the prosecutor's office, the Securities Commissions and so forth have made all of these requests now with the government through the SEPI, which depends directly on the Ministry of Finance. They are benefiting from fraud and of unfair resolutions and knowingly, this has been knowingly by the administration. So now the Spanish government owns 10% of the company. They put a new Chairman in place, a new Board member. And, my personal issue, I think it's very, very serious. So I asked Pablo de Carvajal, and after my fight with the Finance Ministry, he referred back to the contract that I'm holding in my hand, the contracts signed by the General Secretary of Telefónica, Pablo de Carvajal. Today, it is EUR 1.5 billion. And of course, the risk, the auditor knows this very well, everyone is aware of this. They know perfectly well what is happening.

Pablo De Carvajal González

executive
#12

Please finish up. You have reached your 5-minute limit.

Unknown Attendee

attendee
#13

Thank you, Mr. Carvajal. So I have to say, and it's important since I'm running out of time that Mrs. Laura Abasolo, responsible for Latin America and Telefónica was the Financial Director of Terra. And now she's the Financial Director of Telefónica. So, this is fraud, fraud against all of the shareholders of Terra, whom I would like to apologize because after 14 years of fighting, I have left them, I have abandoned them. And they've only supported the people that are in the inner circle. I've talked to my lawyers, and I said that I've not abandoned anyone. I told them I didn't -- would not disappear, although new -- and now it's an issue of honor.

Pablo De Carvajal González

executive
#14

Mr. [indiscernible] Morin, you have one more minute. Please finish up.

Unknown Attendee

attendee
#15

So, Telefónica has a high risk here. It's facing a high risk. And I, as an investor of Telefónica, I would be concerned about this because from now forward, I will look for the support that I need. I did not want to use political connections to go against Pedro Sante or the minister or against anyone. But Telefónica has filed a case against me. So now I'm going to show everything. I'm going to reveal everything. To that end, there's a web page, [ www.inerradosponto.com ], and it's so serious what Telefónica has done that the department -- the compliance department and the person is here today issued an unfair resolution. This is quite typical, not bearing in mind.

Pablo De Carvajal González

executive
#16

Thank you very much, Mr. [indiscernible] has the floor.

Unknown Attendee

attendee
#17

Good morning, shareholders, Board members, Chairman. First, just remembrance for Mr. HNAK, who has died. Mr. Chairman, I wish you the best of luck in your management and you're at this new stage of running this company that I love and that you generate efficiency and value in all aspects. But, as you've come -- the way that you've come to be the Chairman, this has not been ethical for the public in general or for myself and I think that for many shareholders, although they don't have the weight of the big shareholders behind them. But I do wish you luck for the good of the customers of Telefónica and of Spain. And the way of coming into the Board has not been ethical. You're worker of -- I was a worker in Telefónica from 1967 to 1999 when I retired. I began as working in the network at a very low post. And I had -- I did all of the training. I went from ditch digging and was putting up the telephone wires way back then. I put on the copper wiring. They were covered with lead and later with plastic, these wires, these copper wires that we hung back in the day. And then I was in charge of splicing cable. And we had to make all kinds of hard work to deal with all of the conditions. We worked with all kinds of different cable. And these cables were protected from the rain and had special devices to that end. And since I know the business, although in optic fiber, I'm not so well versed. But in terms of the support for infrastructure, infrastructure that the cables use, these are not maintained on the buildings. There are homes that don't have installations. You can see loose cables, loose boxes. This is from the copper wires of Telefónica that was installed by the company owners. And then maybe 3 or 4 fibers or more using these same ducts of the copper from different operators have come in without requesting permission to use these installations. Telefónica would have to ask for permission from the owners, and they signed a card to repair any problems with that wiring now. This is not happening anymore. They don't even bother. And then if a customer has this copper wiring and then the copper wiring got replaced by optic fiber. And then maybe they changed the carrier. And then they had 4 different tubings that went down the front of the building to the different operators' boxes. So sooner or later, the town halls are going to start to work with the facades of buildings, and this is going to be a problem. And who's going to suffer from this? Well, Telefónica is going to suffer, unfortunately, from this problem. If things have been done better, this wouldn't be the case. But now you see posts that were put to support 1 or 2 wires. Now they're used for several different operators, and there are posts that are in -- and it's very risky to climb these posts because they do not comply with security and safety standards. Telefónica in their framework agreement, they just gave this gift to all of the other operators to use these for their wires. I hope that regulations change for the use of these posts because at the end of the day, there used to be safety covers on these. But now, we see, the regulations are not being followed.

Pablo De Carvajal González

executive
#18

Mr. Carpentera, please finish up.

Unknown Attendee

attendee
#19

So the framework agreement, it's here in the text. I'll send this to the notary. And I'll send a written document with all of the details because I want to express things that are very serious and that probably shouldn't be spoken here in public. So for the good of this company, Mr. Emilio Gayo, since 2004 has been responsible for these areas. And since 2018, he took charge of Telefónica Spain. So he's been for 6 years as the person responsible. Although he had the pandemic period and Telefónica Spain did not improve its results, maybe because of the excessive competition that exists because we have countries like the United States and China. And they have 3 or 4 operators at most. And here in Europe, we have a whole bunch. And at the end, without the support of companies like this one, they wouldn't have been able to grow. And these companies, as you said very correctly, the leader is the United States, but maybe it should have been Europe. Europe should have been the leader of technology. But, to do that, we have to ask the question of why that's not the case. The recovery plan, the training and resilience plan of the European Union for the European funds.

Pablo De Carvajal González

executive
#20

Mr. Carpentera, you have just one more minute.

Unknown Attendee

attendee
#21

In my town in Kayaka in the province of Leon, they've invested EUR 5,800 in installing fiberglass posts, which are worthless, absolutely worthless because those 2 posts are put up for a town with 400 inhabitants. So how can you spend European funds and waste money like that because there's a government directive? No, no. You have to do useful things.

Pablo De Carvajal González

executive
#22

Thank you very much, Mr. Carpentera.

Unknown Attendee

attendee
#23

I'll finish up right now. I'm finishing. And so I pose the question. Telefónica has rented a building, has a building -- rented out a building with the volume of work that I had, they rented a building in Leon to Indra. Now that building is in Sector 10 and the maintenance of that building is lacking. And what are -- you can see water streaming down the walls of that building. And I ask, why is that? Why are the tenants not caring for this place? And why is Telefónica abandoning it? And it continues -- that building continues to deteriorate.

Pablo De Carvajal González

executive
#24

Thank you very much, Mr. Carpentera. I hope to continue collaborating with you. Thank you. Mr. [indiscernible] has the floor.

Unknown Attendee

attendee
#25

Good morning, Mr. Chairman, Board members and shareholders. You're not going to like what I have to say. Mr. Chairman, you have introduced yourself after one of the attacks of a Democratic government against the independence of a listed company and its shareholders. Mr. Murtra, I'm asking you, aren't you tired of being the errand boy of the government of the Democratic leader in the history of our country. Mr. Murtra, I'm saying this very sincerely. And with all the respect, I would have liked you to reach this -- your position for your own merit and not for being a good friend of the President of the government. So I'm asking you, do you really believe that your training should be mortgaged to the President of the country as you are President of Indra? And I have taken part in this attack on Telefónica. Mr. Murtra. You were the first -- the liquidator of Mr. Eernandz in Indra Systems and who had a great reputation as one of the making one of the satellite companies of the government. And this was without HispAm. Now, you're the replacement of one of the best directors of this company, this 100-year-old company. And unfortunately, for us, the real shareholders of this company -- we don't have Mr. Jose MarÁlvzaete Lopez here presiding this meeting. So I have a very, very fond of who is here to celebrate the 100 years of our company -- of our company because you're just temporary representative of that 10% of the shares. So, Mr. Murtra, in a democratic society, the ways that once reach the public responsibility are very important. You've reached here sent by the leader of the government of Spain with the money of all the Spain, your colonies are listed companies in this country to serve. I don't know what goals, but I want to underscore something. I have no doubt of your capacity of a director and your professionalism. I prefer you here than any minister or the wife of the President, at least in that sense, we have been lucky, I guess. So you -- on the 20th of May, you have to appear in court in the case against Pegonia Gomez for the things that she has done at the University Compute in Madrid. And I know that not you're going to talk about that case, but I do want to ask you a question. Are you going to resign as the Director of Telefónica, if Ms. Begonia Gomez is declared guilty of the charges against her and the money that Indra has invested in her post at the university? I have some experience in politics as well. I'm going to give you some advice. Stay away from dangerous friendships. You have the -- you're giving your bread today, but you never know what's going to happen tomorrow. Lastly, to conclude in terms of the appointments here at this shareholders' meeting and the 1,050 shares that I have in the company are not very many. But I did want to point out that, first of all, I will vote against the appointments of Mark Thomas Murtra as the Chairman, Carlos Ocana Orbis as a Board member of the SEPI. I was confused there for a second. And [indiscernible] as representing the third group. In this third case, [indiscernible] Complicit with the government to replace Mr. [indiscernible] as I said before, the way -- your manners are very important and you participated in these bad manners. Mr. Emilio Gayo Rodriguez as the CEO. At least in this case, Mr. Murtra, you have appointed someone with a reputation in the company who has worked through the company.

Unknown Executive

executive
#26

Just a bit of advice, Mr. [indiscernible] don't get into politics. You at least know what's going on in the company, and I'll fight in favor of Ms. San Andres as a Board member, she's a person with a lot of experience in law. So I give you -- I wish you all success.

Unknown Attendee

attendee
#27

And final point, Mr. Murtra. I hope that in the next Board shareholders' meeting, I hope to be able to give you my trust because you have done well. I can't give you that trust today because of the way that you came into this company.

Pablo De Carvajal González

executive
#28

Thank you very much, Mr. [indiscernible]. Javier Alvarez [indiscernible] now has the floor. He's from [indiscernible] .

Unknown Attendee

attendee
#29

Hello. We came to this shareholders' meeting representing [indiscernible] and the small savers and shareholders and customers of Telefónica that have given us their vote concerned about the economic, social and ethical trend of Telefónica, a strategic company for our country. In 2024, Telefónica met its financial objectives and the revenues grew by 1.6%, reaching more than EUR 41 billion and efficiency has improved in terms of debt and liquidity. However, this supposed success has met with some concern for those that are shareholders or the most numerous shareholders and thousands of customers. Telefónica has given -- now where is the profitability for shareholders? That's our first question. Again, you go to accounting and adjustments and this is in key markets like Argentina, Chile and Peru, but the dividend for 2025 continues frozen at EUR 0.30 per share. As in previous years for small shareholders, this is a clear stagnation. And the new institutional shareholders continue gaining more relative weight in the company. So we want to also talk about the value of this share, which has gone down from EUR 10 in 2017 to -- has gone down to EUR 10. Now it's worth less than half of those EUR 10 back then. So where is all this capital? As an association of consumers, we cannot ignore the growing complaints for undue payments, services that are difficult to cancel and poor quality of a benchmark company like Telefónica. Are you earmarking real resources to improve user experience? Or are you just investing in visible infrastructures for the international market? Also, the control of the company between SEPI, Caixa and CTC with different interest -- economic interest, gives us serious doubt. Are you managing Telefónica as a strategic company of the country? Or is this a game of chess for you? What guarantees the consumers and small shareholders have that their interest will not take -- will not be forgotten. We have -- we see a risk for not being valued and if this is the new commercial crisis between the U.S. and the EU with tariffs that could affect telecom industry and Telefónica? What contingency plan does Telefónica have if these tensions have an impact on your global operations, especially in the technological divisions like Telefónica Tech or Telxius? We're concerned quite a bit about this as the company talks about the progress in 5G, digitization, energy, which we think are positive, but there's still a debt of more than EUR 27 billion. We continue to increase the number of customers without improving proportionally the quality of this service. And you have thousands of small shareholders just as spectators. Therefore, at Icade, we require 3 things -- we ask 3 things: a policy of care to shareholders, two, active defense of the interest of minority shareholders with real participation in strategic decisions that are important to the company. And thirdly, clear commitment for stability and sustainability of the company over and above accounting adjustments and struggles for control. In [indiscernible] Aicai, we want greater social and corporate responsibility. Telefónica should be a leading company, not just in technology, but also for its commitment to citizens, its workers, the environment and its minority shareholders, extremely important. Lastly, we are calling for greater transparency in the participation of small shareholders in strategic decisions and real change in customer care. Thank you very much.

Pablo De Carvajal González

executive
#30

Thank you very much, Mr. [indiscernible] Alvarez Santa Marta. Now, Maria [indiscernible] has the floor.

Unknown Attendee

attendee
#31

Good morning, Chairman. Board members, I want to ask you for the progress of the company in the rollout of technologies of new generation like 5G and optic fiber in the markets and ask you about your plan to shut down legacy technologies. Thank you.

Pablo De Carvajal González

executive
#32

Thank you. Now Jose Antonio [indiscernible] has the floor.

Unknown Attendee

attendee
#33

Mr. Murtra, it's clear that you're going to be a good Chairman, you're a good manager. You did that at Indra, and therefore, you were sent to Telefónica. What a tough situation. You're new in the company. But everything that you've managed terribly I'm sure that [indiscernible] has informed you about everything that didn't -- that hasn't gone well. Our -- the former CEO and Mr. [indiscernible], Telefónica was the first company of the IBEX 35 and the decades that happened after Jose Maria [indiscernible] took control that sent Telefónica S.A. outside of the IBEX 35 and lowered the dividend paid to shareholders. Mr.Murtra, you have taken the control, thanks to shareholders that have bought big packages of shares at a very low price, EUR 4 a share, but the majority of the shares are in the hands of minority shareholders that have a difficulty making investment. In my case, 70%, since we bought 70 shares. Now with your good management, only then can we capitalize Telefónica? Can it reach the place that it should be and reach the EUR 10 per share, but we cannot give you 9 or 10 years that your predecessor had, Mr. Jose Maria Alvarez [indiscernible] to destroy Telefónica. We can only give you 2 or 3 years to turn things around, turn these results around and this -- and turn around this capitalization. Mr. Marc Murtra, I'm going to give you 2 or 3 years. We cannot -- after '23, '24, the best years in the history of the IBEX 35 since 2009, they were for Telefónica S.A., the 2 most horrible years in its history with losses of EUR 892 million in '23 and EUR 49 million loss in '24. Mr. Chairman, you have to control the salaries of the Board and the high-level managers and strictly control the profitability of Telefónica S.A. at the close of the fiscal year. And if there are benefits are carried, and if there are losses just the opposite. It can't be that every year, there are losses and greater losses and all of the Board and the leading managers have higher fixed and variable salaries. This is called expenditure control. We have a debt of EUR 21 billion, which is 2.4x EBITDA. Do you think that's a concern and we need to reduce that? Or on the other hand, are we in the comfort zone and they continue to -- it can continue to rise? I'm against the payment of compensation of EUR 32 million to Mr. Jose Maria Alvarez Pete. This was after being able -- unable in 10 years of maintaining the benefits and dividends of Telefónica S.A. in the ratios when he received the company. His management, in my opinion, was terrible, but very terrible for all of the shareholders, lowering the capitalization of the company and the dividend of Telefónica S.A. Mr. Marc Murtra, as a shareholder, I can only offer you my trust and support and my good wishes that during your mandate, Telefónica will recover the shine that it had in the past, recover its capitalization and the dividends of Telefónica SA. Also, I'm going to ask you for the GSM in 2026, I guess for a cocktail at the end of the shareholders' meeting for all of the attendees.

Unknown Executive

executive
#34

Thank you, Mr. [indiscernible] has the floor.

Unknown Attendee

attendee
#35

Good morning. You're talking about consolidation at European level. In context to have greater autonomy with Telefónica leading this consolidation. I want to ask you 3 questions in this regard. What are the benefits that you see at European level in terms of scale? And what will that mean for the consolidation of big operators, what will that mean for us? Secondly, are you considering M&A in new markets? And the third question, given the high level of indebtedness, what repercussions will this consolidation have on the remuneration of shareholders?

Unknown Executive

executive
#36

Thank you, [indiscernible]. Now, [indiscernible] has the floor.

Unknown Attendee

attendee
#37

Mr. Chairman, Board members, we're seeing divestments in HispAm. Can you tell us if these sales will continue and the reduction of the exposure in this region will continue? And what time periods are we talking about? What countries do you think you can leave all of the countries where you are today? Is that a possibility?

Unknown Executive

executive
#38

Thank you. Now that we've finished the question-and-answer period. We'll now see a video after which the questions raised will be answered. [Presentation]

Unknown Executive

executive
#39

Once the shareholder presentations have concluded, we will endeavor to provide responses to those issues raised that are genuinely related to the agenda for the general meeting. And in the interest of greater clarity, we will, to the extent possible, group such replies together according to the matters to which they refer. With regards to the questions concerning the company's strategy, and with regards to the question asked by Mr. Santiago Gonzalez Carrero, I'd like to thank them for their continuous support from associations like theirs on a daily basis. And secondly, I'd like to congratulate them from the -- for their many projects, more than 200 projects as the social labor that Telefónica and its foundations carried out. And thanks to its social contributions of Telefónica, the efforts of their association has in its DNA the word of solidarity and gives Telefónica and its new generations great pride. The voluntary work contributes human [indiscernible] to people who most need it. Telefónica has a great social responsibility as corresponds to a global company, and we thank you for your commitment and your participation in the Global Volunteers Day for Telefónica and your wish to help people, particularly elderly people from Telefónica. And we reiterate our full commitment to continue giving our support to social collaboration projects inside and outside of Telefónica that makes us very proud. We want to make a more human world, connecting people has gained more relevance and the participation of your association, both in the volunteers project and also fostering digital competencies amongst elderly people so that they do not remain outside of the digital world and other initiatives shows that our journey is relevant. We, at Telefónica, want to contribute resources to maintain business cultural, educational, label and financial activities, and we will continue to do so. Likewise, we're very proud of the participation of the elderly group in those activities linked to the centenary. As for Mr. Francisco Blanes' question, we thank you for your words and participation at this GCM. And I'd like to refer to the pride that we feel belonging to associations like the one you represent because it's been important for the history of the company. As for your thoughts on what you call the -- your request to collaboration, I'd like to say we are sensitive to the situation you have referred to, but we must respect legal proceedings and their resolutions. And so we will continue with the work that you carry out as ambassadors of the company. As for the question from Mr. Enrique [indiscernible], the creation of value for the shareholder for me is a priority. I have the mandate from the Board to push the company forward, adapting it to the new era, and my commitment is total. Hand-in-hand with the Board and with the management team, we will do everything possible to take advantage of opportunities to have sound leadership. In the first few weeks, I focused on getting to know the teams to be able to take the best possible decisions for the business. We will analyze the markets well to have a sound ambitious project, taking on projects with an exceptional team that can execute the strategy. My idea is to make Telefónica more relevant so that it grows and is active in its consolidation role in Europe. Europe needs stronger telecommunication companies in this new scenario and Telefónica wants to be a relevant player. As for the distribution of dividends, we've confirmed the EUR 0.30 per share for 2025, reflecting our commitment with shareholders' remuneration. The strategic review we've carried out that we will present in the second half of the year, one of the key elements will be our financial strategy. It's early days to give you details, but it will be coherent and respectful with the history of Telefónica. As for questions from Mr. Javier Alvarez Santa Maria, in relation to the strategy for revalorization of the shares, the Telefónica's management will be for all shareholders and consumers. And this question has been replied to before. As for what has been invested in improving user experience, in Telefónica España, the main priority is quality and customer care. So in 2024, thanks to investment and efforts carried out, the NPS indicator that measures the recommendation of customers shows us leading the market, reaching 61% of customers who value us over out of 9 with a spread of 18 points better off than the competition. As for the contingency plan for the tariff crisis, in the case of Telefónica, we have a conservative balance sheet management, and this is to mitigate impacts. As for the debt, in 2024, we reduced the indebtedness up to a ratio of 2.58%, and this is leveraged for a strong generation of cash flow that's grown by 14% versus 2023. The debt reduction is a fundamental pillar in our financial policy, and we continue to be committed to recover our financial stability and to return to investment grade and to represent minority interest. This is part of Telefónica's strategy right from the start, and we have been pioneers in many respects, creating a sustainability committee, and we published the ethical principles on AI and the issuance of green bonds. So in Telefónica, we want to have a responsible strategy to help improve our competitiveness and to generate a positive impact in all -- amongst all stakeholders. As for your question from Mr. [indiscernible] Aruarezlia, as for my appointments, the Board of Telefónica after a favorable report from the Appointments, Remunerations and Good Governance Committee agreed on the appointment by co-option of me as President. And now it is the GSM of Telefónica as a supreme governing body of the company that includes all shareholders to exercise its right to participate and vote on this. Amongst other points, the shareholders can vote on appointing me Executive Director and all shareholders have the opportunity to express their point of view with regards to this appointment and other matters. In accordance with what is laid down by the Article 520 of the company's law, I inform you that your speech has nothing to do with those matters on the agenda, neither with any clarifications that can be requested about information that is accessible to the public that the company has provided the Spanish Securities Commission since the holding of the last GSM or with regards to the auditor's report, which are those questions that can be asked in this session. So therefore, I will not provide any further answers to your questions. As for the question from Mr. [indiscernible], as for the share price, this has been answered. And the debt reduction is a pillar in our financial policy, and we continue to be committed to recover our financial flexibility and maintain our credit rating. And the cash flow generation will be the main pillar in the reduction of our indebtedness. I'm grateful for your final words of support to the Board, the company and to me, in particular. As for the question from Mr. Jesus Rochas, as we pointed out beforehand, and we announced in November of 2019 in his span, no work has been done with the sorry, I meant to say we have worked with a hard approach in HispAm in looking into our opportunities and monetizing any investment opportunities as long as it created value for shareholders. So since November 2019, Telefónica has reduced the capital invested by 34%, and we announced the sale of Argentina and Telefónica Peru has put forward a request to go through bankruptcy proceedings and restructuring, but it requires the authorization from the competent authorities. We've reached final agreement with Millicom for Colombia, subject to the regulatory approvals and to agreements with La Nacion, the Ministry of Treasury and Public Credit of Colombia and agreements with public companies in Millen. We will continue to be very active. We will execute our strategy to reduce capital employed in these markets, and we will continue to implement an efficient use of infrastructures, and we'll explore strategic alternatives to create value for shareholders. As for the questions from Mr.[indiscernible] , thank you for your presentation with regards to the province of Lascalcala. We are seeing a fast change in the geostrategic situation in Europe, which forces us to take decisions to confirm Europe's independence -- strategic independence and this is something we need to achieve. And in this context, with technological disruption that we are immersed in a telecommunications sector that is sound is essential to have technological sovereignty in Europe. But only with a greater scale, will we achieve more in Europe because the big fragmentation in Europe and the excess regulation and insufficient returns in Europe has meant that Europe is lagging behind technologically speaking. There is only 0.5 million mobile customers being added in the States 5 and in China. So there's less fragmentation in other countries. So the European Commission put forward the competitiveness compass, a call to action with specific measures and to ensure that Europe does not lag behind other global powers. This document to give to make the European market competitive has been highlighted in the DRG and other reports. And Europe has to act and allow for consolidation to have a sound sector with big companies that is necessary to be able to invest in R&D to enhance productivity and to improve people's lives. Mergers and acquisitions in new countries. There's a consolidation that has clear advantages when we talk about corporate transactions in local markets to have scale and a greater investment capacity brings more customers that is an advantage. Telefónica manages its portfolio and strengthens its presence in main markets, and it uses financial and operating criteria to achieve this and to update our portfolio. We will analyze opportunities without losing focus on the organic growth of our markets. As for changes in the allocation of capital and remuneration of shareholders, we maintain financial discipline in the allocation of capital in all markets. Our strategic review that we will present in the second half of the year will look at the financial strategy, including capital allocation. It's still early days, but we will look at the strategic opportunities and assess them based on the creation of value and our strategic objective. And with regards to questions to do with the performance of the business, I'll give the floor to the CEO, Mr. Emilio Gayo, to be able to respond to these questions.

Emilio Rodríguez

executive
#40

To reply to Mr. [indiscernible] , piracy is a structural problem in the market of content with an impact on revenues. And Movistar+ as an operator of rights protects its content under the law of copyright, intellectual property and Telefónica as an operator has simply complied with the ruling, which means that fraudulent IP addresses have to be eliminated. This illicit activity is ratified by legal proceedings that cannot be appealed. In response to Ms. [indiscernible], in relation to the 5G strategy, 5G coverage that allows speeds -- average speeds that doubles that of 4G in downloads is close to 91% in Spain, 97% in Germany, 75% in the United Kingdom and 71% in Brazil. The 5G coverage in our main markets is 74%, surpassing the objective of the 70% established for 2026. 5G stand-alone is already available, commercially speaking, for B2B in our key markets. In 2024, we've made progress in deployments in Brazil, Germany and Spain, and the 5G coverage is 5G stand-alone. In the future deployments, this will be pragmatic, aligned with the maturity of technology, availability of spectrum and availability to be able to compete. With regards to the fiber strategy at closing in 2024, we have 181 real estate ultra-high broadband that means growth of 5% yearly, and we invest in FTTH, which is the only access prepared for the future. And we've closed the investment cycle in FTTH in Spain and successive evolution to offer 10 gigabits and 50 symmetric gigabits, which will require marginal investments in the future. In addition, we are optimizing in time and cost, the deployment of FTTH through FTTH vehicles like FiberCos. In 2024, 44% of the deployment of fiber has been fiberCos. And in relation to the switching off of legacy, we're successfully managing the technological cycles. We switch off legacy and we reduced costs and investments in this way. In the mobile network, we switched off 3G in Germany and 2G in Uruguay. In fixed lines, we switched off copper in Spain, where we've been pioneers. And we continue to switch off legacy equipment to increase our efficiency. In response to Mr. [indiscernible], as for the divestments in HispAm, as announced in 2019, in HispAm, we've worked in the last few years with a dual approach to strengthen our activities and to divest to create value for shareholders. So, Telefónica has reduced its capital employed by 44%. Recently, we've announced progress in the sale of Argentina and the request of Telefónica and Peru to have bankruptcy proceedings for restructuring and a Millicom agreement for Telefónica Colombia. We will continue to work along these same lines, implementing an efficient use of infrastructures and exploring strategic alternatives to create value for shareholders. In relation to Telefónica Tech, Telefónica Tech was created strategically to strengthen our global position as leading supply of IT, cloud, cybersecurity, IoT and big data for companies. In the last 3 years, Telefónica Tech has tripled the volume in revenues and maintain a big commercial push forward and create the most corporate revenues. This saw employees come from different companies in the group who went through the legislation in force or voluntary processes. So in Telefónica España, this was based on voluntary selection process and accompanied full guarantees for workers. As for the redundancy plan in 2024 and changes in the labor law in Spain, the labor negotiations in the collective bargaining agreement in Telefónica España Telefónica Solanes España has complied with the current law, and these processes have been ratified by labor inspector. The information relating to economic aspects to do with employees in Telefónica shared with the representatives of workers through the body competent for this. Salary reviews has also complied with what has been agreed on in the collective bargaining agreements. And as for other matters related to your presentation, these have nothing to do with matters on the agenda. As to Mr. [indiscernible] questions, we've reviewed what you mentioned, and we can confirm we have a proposal for the cable for Telefónica. The technical team will get in touch with you over the next few days. In accordance with the general telecommunications law that enables the deployment of aerial infrastructures, we in Telefónica use aerial installations only in those cases where it's not feasible to do any other type of installation. Likewise, Telefónica always requests the necessary licenses and certifies compliance with the standards established with a supervisory model where we take into account the functionality of the deployment, the finishings and security. In short, the deployment carried out by Telefónica is covered by the legal framework in place. Thank you very much. I now give the floor to the President of the Appointments, Remunerations and Good Governance Committee, Mr. Peter Loscher, so that he can respond to the questions asked about the Board of Directors meeting.

Peter H. Loscher

executive
#41

I'd like to respond to Mr. Carpentera, Mr. [indiscernible] Sanchez and Artemis Suarez about their question on how a change of President could have taken place in so little time. Do we think the means that this was done by -- to replace Mr. [indiscernible] Alvalaete as suitable? The Board of Directors of Telefónica determined the procedure that it considered the best way to defend the interest of the company and its shareholders in line with the decision of the previous President and in the most orderly fashion possible. Seeing the new shareholder structure of the company and taking into account that some of its relevant shareholders had expressed that it would be a good idea to bring about a change of the prior President, it convened an extraordinary Board meeting with a view to adopting the best decision in accordance to the company's interest and to guarantee stability of the management team as soon as possible, taking into account that the news had leaked out to all the media. Prior to this, on the same day, a meeting of the Appointments, Remunerations and Good Governance Committee took place with a view to assessing the profile of Mr. Murtra as the candidate proposed, giving a favorable opinion on this. The appointment of Mr. Murtra was approved with a favorable report of the Appointments, Remunerations and Good Governance Committee by unanimity by the Board of Directors. Likewise, the Board of Directors unanimously expressed its gratitude to Mr. [indiscernible] for his work and performance of the more than 25 years he spent in the Telefónica Group. Thank you very much.

Unknown Executive

executive
#42

The associate of the Board of Directors, Mr. Pablo de Carvajal González has the floor and who will answer any other questions from the shareholders.

Pablo De Carvajal González

executive
#43

With regards to what Mr. [indiscernible] Asked, I'd like to remind you that you were provided with all the information that you have a right to receive legally from the company. As for the rest of your presentation, as it always is -- touches upon the verge of [indiscernible], what Mr. Morentina said, you know is not true. In any case, Telefónica will continue to defend its rights during the arbitration, and we are the claimants. Once the round of questions and presentations by the shareholders concluded, we will submit for approval by the General Shareholders' Meeting the proposed resolutions on the items on the agenda submitted by the Board of Directors. The [indiscernible] has the floor. Once the questions raised by the shareholders have been addressed and in accordance with what was previously indicated, the voting process is hereby concluded for the remote attendees who were able to cast their votes from the moment the valid constitution of the meeting was declared with respect to the proposed resolutions included in the agenda. Consequently, I am 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 [indiscernible] if any, cast by the shareholders or their representatives attending this meeting in the manner indicated earlier, there is a 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. With regards to Item 4, it is hereby stated that upon the conclusion of this general meeting, the directors shall proceed to accept their appointments by any means admissible under law. 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.

Unknown Executive

executive
#44

Thank you very much, ladies and gentlemen, shareholders. The meeting is adjourned.

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