UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2023
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant's name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
+34 91-482 87 00
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7):
Telefónica, S.A.
TABLE OF CONTENTS
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1. |
Telefónica: AGM Calling and Agenda
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TELEFÓNICA, S.A. in compliance with the Securities Market
legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
The Board of Directors of TELEFÓNICA, S.A. at its meeting held
today, has resolved to call the Annual General Shareholders’
Meeting to be held in Madrid, at the offices of Telefónica, S.A.
located in Distrito Telefónica, Ronda de la Comunicación s/n,
Central Building Auditorium,
at 11:00 a.m. on March 31, 2023
on second call, in the event that the legally required quorum is
not reached and therefore the Meeting cannot be held on the first
call that is hereby called on March 30, 2023 at the same place and
time. This corporate event may also be attended remotely upon the
terms set forth in the calling.
To this end, the following documents are hereby enclosed to this
report:
-Full
text of the calling.
-Full
text of the proposals to be submitted for approval of the Annual
General Shareholders’ Meeting.
The calling, the proposals and the additional information related
to the Annual General Shareholders’ Meeting detailed in the
official calling, are available to shareholders on the Company’s
website,
www.telefonica.com.
Madrid, February 24, 2023.
TELEFÓNICA, S.A.
Ordinary General Shareholders’ Meeting
By resolution of the Board of Directors of TELEFÓNICA, S.A.
(hereinafter “Telefónica,
S.A.”
or the “Company”),
the shareholders are hereby called to the Ordinary General
Shareholders’ Meeting, to be held
in Madrid, at the offices of Telefónica, S.A. located in Distrito
Telefónica, Ronda de la Comunicación s/n, Central Building
Auditorium,
at 11:00 a.m. on March 31, 2023
on second call, in the event that the legally required quorum is
not reached and therefore the Meeting cannot be held on the first
call that is hereby scheduled for March 30, 2023 at the same place
and time. This corporate event may also be attended remotely upon
the terms set forth in this announcement.
To ensure the event is managed sustainably, shareholders and their
proxy representatives are advised to participate in the General
Meeting remotely (by granting their proxy or casting their vote
prior to the holding of the Meeting, or by attending the Meeting
remotely).
Likewise, it has been decided that the Company will not deliver
commemorative gifts to attendees the day of the General
Shareholders’ Meeting.
The matters to be discussed and voted upon at this Ordinary General
Shareholders’ Meeting are those contained in the
following
AGENDA
I.Individual
and Consolidated Annual Accounts, Consolidated Non-Financial
Information and Management of the Board of Directors of Telefónica,
S.A. during fiscal year 2022.
I.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 2022.
I.2. Approval of the Statement of
Non-Financial Information of the Consolidated Group of Companies
led by Telefónica, S.A. for fiscal year 2022 included in the
Consolidated Management Report of Telefónica, S.A. and of its Group
of Companies for such fiscal year.
I.3. Approval of the management of the Board
of Directors of Telefónica, S.A. during fiscal year
2022.
II.Approval
of the Proposed Allocation of the Profits/Losses of Telefónica,
S.A. for fiscal year 2022.
III.Re-election
of the Statutory Auditor for fiscal year 2023.
IV.Reduction
of share capital through the cancellation of own shares, excluding
the right of creditors to object, amending the text of Article 6º
of the By-Laws relating to share capital.
V.Shareholder
compensation. Distribution of dividends from unrestricted
reserves.
VI.Authorization
for the acquisition of own shares, directly or through Group
companies.
VII.Approval
of the Telefónica, S.A. Directors’ Remuneration
Policy.
VIII.Delegation
of powers to formalize, interpret, rectify and carry out the
resolutions adopted by the shareholders at the General
Shareholders’ Meeting.
IX.Consultative
vote on the 2022 Annual Report on Directors
Remuneration.
SUPPLEMENT TO THE CALL TO THE GENERAL SHAREHOLDERS’
MEETING
Shareholders representing at least three percent of the share
capital may request the publication of a supplement to this call to
the General Shareholders’ Meeting, including one or more items on
the Agenda, provided the request is accompanied by the rationale
therefor or, if appropriate, by a well-founded proposed resolution.
This right must be exercised by means of verifiable notice (which
will include the corresponding documents evidencing shareholder
status) that must be received at the Company’s registered office
(Gran Vía, número 28, Madrid, código postal 28013, to the attention
of the Secretary of the Board of Directors) within five days of the
publication of this announcement of call to meeting. In addition,
and as provided in Section 519 of the Companies Act
(Ley
de Sociedades de Capital),
shareholders representing at least three percent of the share
capital may, within five days following the publication of this
announcement of call to meeting, submit well-founded proposed
resolutions on matters that have already been included or that must
be included in the Agenda.
RIGHT TO RECEIVE INFORMATION
In connection with items I, II, IV, VII and IX of the Agenda, and
pursuant to applicable laws and regulations, it is stated for the
record that shareholders have the right to examine and obtain at
the Company’s registered office, or to request the Company to send
them, immediately and free of charge, a copy of the following
documents:
Individual and Consolidated Annual Accounts of Telefónica, S.A. and
the proposed allocation of profits/losses, all for fiscal year
2022.
Individual and Consolidated Management Reports of Telefónica, S.A.
for fiscal year 2022.
Statement of Non-Financial Information of the Consolidated Group of
Companies led by Telefónica, S.A. for fiscal year 2022, which forms
a part of the Consolidated Management Report of Telefónica, S.A.
and of its Group of Companies for such fiscal year.
Audit Reports on the Individual and Consolidated Annual Accounts of
Telefónica, S.A. for fiscal year 2022.
Report of the Board of Directors on the proposed reduction of share
capital through the cancellation of own shares referred to in item
IV of the Agenda, which includes the full text of the
proposal.
Report of the Nominating, Compensation and Corporate Governance
Committee in relation to the proposed approval of Telefónica,
S.A.’s Directors’ Remuneration Policy, and full text of the
Policy.
Annual Report on the Remuneration of Directors of Telefónica, S.A.,
which is submitted to a consultative vote under item IX of the
Agenda.
Shareholders who wish to obtain a copy of any or all of the
documents mentioned above are advised to send their request by
e-mail to
accionistas@telefonica.com.
Pursuant to Sections 197 and 520 of the Companies Act
(Ley
de Sociedades de Capital),
the shareholders may, until the fifth day prior to the date on
which the General Shareholders’ Meeting is scheduled to be held and
by completing the form posted on the Company’s corporate website
(www.telefonica.com)
for such purpose, or by postal correspondence sent to the Company’s
registered office (Gran Vía, número 28, Madrid, código postal
28013, to the attention of the Shareholder Office
(Oficina
del Accionista)),
or by sending an e-mail to
accionistas@telefonica.com,
request such information or clarifications as they deem necessary,
or ask such questions as they deem appropriate, regarding the
matters included on the Agenda or about the information available
to the public that has been provided by Telefónica, S.A. to the
Spanish National Securities Market Commission (Comisión
Nacional del Mercado de Valores)
since April 8, 2022, i.e., the date on which the last General
Shareholders’ Meeting was held, or regarding the Statutory
Auditor’s reports mentioned above.
Regardless of the right to receive information referred to above,
following the date of publication of the announcement of the call
to meeting, the following documents and information, among others,
will be available on the Company’s corporate website
(www.telefonica.com):
•This
announcement of the call to meeting.
•The
total number of shares and voting rights on the date of the call to
meeting.
•The
Individual Annual Accounts, the Management Report and the Statutory
Auditor’s Report for fiscal year 2022, as well as the Consolidated
Annual Accounts, the Management Report of the Group (which includes
the Statement of Non-Financial Information of the Group) and the
Statutory Auditor’s Report for such fiscal year.
•The
full text of the resolutions proposed regarding each of the items
on the Agenda, as well as in relation to item IV the corresponding
Report of the Board of Directors and, in relation to item VII, the
Report of the Nominating, Compensation and Corporate Governance
Committee, which includes the full text of the Policy.
•The
form of proxy-granting or distance voting card.
•The
Annual Report on the Remuneration of Directors of Telefónica, S.A.
for fiscal year 2022.
•The
Annual Corporate Governance Report for fiscal year
2022.
•The
current text of the By-Laws.
•The
current text of the Regulations for the General Shareholders’
Meeting.
•The
current text of the Regulations of the Board of
Directors.
•The
Auditor independence Report.
•The
Reports on the operation of the Audit and Control Committee and of
the Nominating, Compensation and Corporate Governance
Committee.
•The
Audit and Control Committee Report on related-party
transactions.
RIGHT TO ATTEND THE MEETING IN PERSON OR BY PROXY
The right to attend the General Shareholders’ Meeting hereby called
accrues to shareholders that hold at least 300 shares registered in
their name in the corresponding book-entry register five days in
advance of the date on which the Meeting is to be held and who
provide evidence thereof by means of the appropriate attendance
card or by producing a certificate issued by the Company or by any
of the depositaries participating in Sociedad de Gestión de los
Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U.
(IBERCLEAR), or by any other means allowed under applicable
law.
Any shareholder having the right to attend the General
Shareholders’ Meeting may be represented thereat by another person,
who need not be a shareholder. A proxy may be granted by using the
proxy-granting form printed on the attendance card or by any other
means allowed by law. The documents containing proxies for the
General Shareholders’ Meeting must set forth the instructions
regarding the direction of the vote. Unless expressly stated
otherwise by the shareholder granting the proxy, it shall be
understood that the proxy-holder is specifically instructed to vote
in favor of the proposed resolutions submitted by the Board of
Directors regarding the matters on the Agenda, and against the
resolution in question in relation to any matters that are not
included in the Agenda and are thus unknown on the date that the
proxy is granted but which may be submitted to a vote at the
General Shareholders' Meeting.
If the proxy-granting document does not set forth a specific person
to whom the shareholder grants the proxy, such proxy shall be
deemed granted in favor of the Chairman of the Board of Directors
of the Company or of such other person as may replace him as Chair
of the General Shareholders’ Meeting. In the event that the
appointed representative is involved in a conflict of interest upon
voting on any of the proposals, whether or not included in the
Agenda, that are submitted to the shareholders at the General
Shareholders’ Meeting, and the shareholder has not given specific
voting instructions, the proxy shall be deemed granted to the
Secretary for the General Shareholders’ Meeting.
Shareholders who do not hold the minimum number of shares required
to attend may grant a written proxy in respect thereof in favor of
another shareholder having the right to attend or come together
with other shareholders that are in the same situation, such that
they reach the required number of shares, and grant a written proxy
to one of such shareholders.
The Company will enable appropriate means to facilitate the access
to the venue of the General Meeting to attendees with reduced
mobility. There will also be a sign language interpreter to
facilitate the monitoring of the proceedings at the General Meeting
by persons with hearing impairment.
REMOTE ATTENDANCE AT THE GENERAL MEETING
Furthermore, pursuant to Articles 21 of the By-Laws and 18 of the
Regulations for the General Shareholders’ Meeting, the Board of
Directors has
resolved that the Meeting can also be attended using electronic
means that allow for a real-time connection with the venue where
the Meeting is being held (“Remote
Attendance”).
The shareholders of the Company that wish to attend remotely the
Meeting will have to access the “Participation
Platform”
(Plataforma
de Participación)
online app enabled in the “General Shareholders Meeting 2023 /
Participation Platform” (Junta
General 2023/Plataforma de Participación)
site available on the Company’s corporate website
(www.telefonica.com)
(the “Website”).
Remote Attendance through the Participation Platform will be
available from any device with access to the internet (including
mobile phones and tablets).
Remote Attendance at the Meeting shall be subject to the following
basic rules, and to the extent not expressly provided for, to the
provisions set forth on the Company’s corporate website, to the
provisions of law, to the By-Laws and to the Regulations for the
General Shareholders’ Meeting:
a)Prior
registration
Shareholders (or their proxy-holders) must have registered
previously into the Participation Platform to be able to attend to
the Meeting remotely. For that purpose, they must, between 0:00
hours on March 25, 2023 and midnight (24:00 hours) on March 29,
2023, provide evidence of their identity in the Participation
Platform for such purpose by means of: (i) an Electronic National
Identity Document, (ii) a recognized, valid and current electronic
user certificate, as provided in Law 6/2020, of November 11,
regulating certain aspects of electronic trust services, issued by
the Spanish Public Certification Body (CERES), a division of the
Spanish Royal Mint (Fábrica
Nacional de Moneda y Timbre),
or (iii) filling out the authentication form available on the
Participation Platform, which form requires identification with
their National Identity Document, Alien Registration Card
(Tarjeta
de Identidad de Extranjero)
or passport and, if appropriate, a statement of the number of
shares owned (including co-owned shares). In this latter case,
provided that there are no technical obstacles, the Company will
perform a real-time verification of the data provided by the
shareholder, comparing them to the information available thereto.
The Company reserves the right to request such additional means of
identification from shareholders as it deems necessary to verify
their status as shareholders and to guarantee the authenticity of
remote attendance at the General Shareholders’
Meeting.
b)Connection
and attendance
Pursuant to the provisions of the Regulations for the General
Shareholders’ Meeting, and in order to ensure proper management of
the remote attendance systems, shareholders (or their
proxy-holders) wishing to attend the Meeting and vote by remote
means of communication must access the “Remote Attendance” online
app included into the Participation Platform by identifying
themselves with their identification document number and the
password chosen during the prior registration process referred to
in section a) above and must connect between 8:00 a.m. and 10:00
a.m. on the day the meeting is held. No access by attendees will be
allowed outside of this time period.
If applicable, on March 30, 2023, after verifying the lack of a
sufficient quorum to hold the General Meeting, the Company shall
publish this circumstance on
the Website, confirming that the Meeting will ultimately be held on
second call. In this case, attendees who have accessed the “Remote
Attendance” online app included into the Participation Platform on
first call must access again on March 31, 2023, between 8:00 a.m.
and 10:00 a.m., as explained in the preceding
paragraph.
If the person attending remotely has been granted proxies, and
provided that they were received by the Company within the periods
established for such purpose, the “Remote Attendance” online app
included into the Participation Platform will present them to such
person for acceptance. For this purpose, as indicated in the
preceding sections, shareholders wishing to be represented at the
General Shareholders’ Meeting by another person who is going to
attend remotely must have previously informed the Company of such
proxy representation by electronic means (via the Website, by
telephone (900 111 004) or by e-mail to
accionistas@telefonica.com)
or by postal correspondence (by sending it to the attention of the
Shareholder Office (Distrito Telefónica, Ronda de la Comunicación
s/n, Edificio Central, planta 2, 28050 Madrid)).
The presiding committee of the General Shareholders’ Meeting, and
the Notary, if any, shall have direct access to the Participation
Platform, so that they are directly and immediately aware of
communications made by shareholders attending remotely and the
statements they make.
Shareholders (or their proxy-holders) who have accessed the “Remote
Attendance” online app included into the Participation Platform to
attend remotely and who wish to leave the General Shareholders’
Meeting by stating it for the record before the Notary may do so by
following the procedure provided for this purpose in the software
application. Once they have communicated their express desire to
leave the meeting, all of their subsequent actions will be deemed
to have not occurred.
For those persons who attend the Meeting remotely, the “Remote
Attendance” online app included into the Participation Platform
will be shut down at the end of the General Meeting or, if
applicable, if it is verified that there is not a sufficient quorum
to hold the meeting.
c)Presentations
Shareholders (or their proxy-holders) who, in the exercise of their
rights, intend to make presentations at the Meeting or, if
applicable, request information or clarifications regarding the
items on the Agenda, request clarifications regarding information
accessible to the public that has been provided by the Company to
the Spanish National Securities Market Commission since the holding
of the last General Shareholders’ Meeting or regarding the
statutory auditor’s report, or to make proposals in those cases
allowed by law, shall state their intention to do so at the time
they access the “Remote Attendance” online app included into the
Participation Platform as set forth in section b) above. After said
statement and until the Chair declares the valid establishment of
the Meeting, remote attendees may submit and send their
presentation, question or proposal in writing exclusively through
the presentation form made available for this purpose. A remote
attendee who wants their presentation to appear in the minutes of
the Meeting must so expressly state in the text of such
presentation.
If the General Meeting is held on second call, remote attendees who
have connected to the meeting on first call and who have submitted
presentations and proposed resolutions or requests for information
or clarifications must send them again, as stated above, on the day
that the meeting is held; otherwise they shall be deemed to have
not been submitted.
Pursuant to the provisions of Section 182 of the Companies Act,
requests for information or clarification submitted by remote
attendees may be answered verbally during the General Shareholders’
Meeting or in writing within seven days after the Meeting is
held.
d)Voting
Votes on the proposals regarding items included on the Agenda may
be cast as from the time that the Chair declares the valid
establishment of the Meeting, and provided that the attendee has
accessed the “Remote Attendance” online app included into the
Participation Platform in accordance with the procedure set forth
in b) above.
As to proposed resolutions on those matters that by law are not
required to appear on the Agenda, remote attendees may cast their
votes as from the time stated by the Chair, once the proposal has
been submitted and read aloud.
In any event, the process of remote voting regarding all of the
proposals submitted at the Meeting will end when the vote on the
proposed resolutions commences at the venue where the meeting is
held after the Secretary of the Meeting has read aloud the
summaries of the proposed resolutions.
The procedure set forth in the By-Laws and in the Regulations for
the General Shareholders’ Meeting shall apply to voting on proposed
resolutions.
e)Other
matters
Legal entities and non-residents of Spain must ask the Shareholder
Office (accionistas@telefonica.com)
to adjust, with appropriate guarantees, the mechanisms for
attending the Meeting through remote means of communication in real
time.
In cases of co-owners of a deposit of securities, the first of them
to register (whether physically or remotely) shall be deemed an
attendee, and therefore any subsequent access by the other
co-owners shall be rejected. In this regard, and for purposes of
Section 126 of the Companies Act, it is presumed that the co-owner
who first registers (physically or remotely) has been designated by
the other co-owners to exercise the shareholder
rights.
It is the sole responsibility of the shareholder (or their
proxy-holder) to maintain custody of the means of identification
required for accessing and using the remote attendance service. A
legal entity must give notice of any change in or revocation of the
powers held by its representative, and the Company therefore
declines any responsibility until such notice is
given.
PROXY-GRANTING AND VOTING BY REMOTE MEANS OF COMMUNICATION PRIOR TO
THE MEETING
Pursuant to Articles 20 and 25 of the By-Laws and 13 and 22 of the
Regulations for the General Shareholders’ Meeting and to the
resolution adopted by the Board of Directors as permitted by the
aforementioned provisions, the exercise of proxy representation and
voting rights prior to the General Meeting by remote means of
communication shall be governed by the following
provisions:
1.-
Proxy-granting or voting prior to the General Shareholders’ Meeting
by electronic means through the Participation
Platform.
Shareholders wishing to grant a proxy or to cast their vote by
electronic means prior to the holding of the General Shareholders’
Meeting must access the “Proxy-granting / voting prior to the GSM
by electronic means” online app included into the
“Participation Platform”
(Plataforma
de Participación)
enabled in the “General Shareholders Meeting 2023 / Participation
Platform” (Junta
General 2023/Plataforma de Participación)
site available on the Company’s corporate website
(www.telefonica.com)
and follow the instructions to grant a proxy or to exercise their
right to vote prior to the General Shareholders’ Meeting that are
specified therein.
To such end, shareholders must provide evidence of their identity
in the “Proxy-granting / voting prior to the GSM by electronic
means” online app included into the Participation Platform by means
of: (i) the Electronic National Identity Document, (ii) a
recognized, valid and current electronic user certificate, as
provided in Law 6/2020, of November 11, regulating certain aspects
of electronic trust services, issued by the Spanish Public
Certification Body (CERES), a division of the Spanish Royal
Mint
(Fábrica
Nacional de Moneda y Timbre),
or (iii) filling out the authentication form available on the
Participation Platform, which form requires identification with
their National Identity Document, Alien Registration Card
(Tarjeta
de Identidad de Extranjero)
or passport and a statement of the number of shares owned
(including co-owned shares). In this latter case, provided that
there are no technical obstacles, the Company will perform a
real-time verification of the data provided by the shareholder,
comparing them to the information available thereto. The Company
reserves the right to request such additional means of
identification from shareholders as it deems necessary to verify
their status as shareholders and to guarantee the authenticity of
the proxy-granting and the vote.
Furthermore, shareholders who are natural persons may also grant
their proxy or cast their vote prior to the holding of the General
Shareholders’ Meeting by calling the telephone number of the
Shareholder Office 900 111 004.
Shareholders who are natural persons and who choose to grant their
proxy or cast their vote by telephone must identify themselves by
stating the number of their National Identity Document, Alien
Registration Card or passport and the number of shares they own
(including co-owned shares), which the Company will verify in real
time if there are no technical obstacles, comparing the information
provided by the shareholders to the information available
thereto.
For all purposes, including with respect to the rules of priority
among proxies, distance voting prior to the General Meeting and
attendance, and the deadlines to grant a proxy or cast a distance
vote, proxies granted and votes cast by
telephone shall be deemed proxies and distance votes sent by
electronic means, pursuant to the provisions of Article 20.4 of the
By-Laws.
If deemed appropriate to mitigate the risk of identity theft, the
Company may send a written notice by postal correspondence to the
address appearing in the records of IBERCLEAR or of the Company
advising of the remote participation of those shareholders granting
their proxy or casting a distance vote using any of the
alternatives described above.
2.-
Proxy-granting or voting prior to the General Shareholders’ Meeting
by postal or electronic correspondence.
Shareholders wishing to grant a proxy or to cast their vote by
postal correspondence may complete and sign the proxy-granting or
distance voting card prepared by the Company and send it to the
attention of the Shareholder Office (Distrito Telefónica, Ronda de
la Comunicación s/n, Edificio Central, planta 2, 28050 Madrid). The
proxy-granting or distance voting card may also be sent to the
Company by e-mail to
accionistas@telefonica.com.
A shareholder may also grant a proxy or vote through cards issued
by depositaries. In this case, the shareholder must complete the
sections relating to proxy-granting or distance voting, if any, on
the card issued by the depositary, and send it by postal
correspondence to the Company, to the attention of the Shareholder
Office (Distrito Telefónica, Ronda de la Comunicación s/n, Edificio
Central, planta 2, 28050 Madrid). The proxy-granting or distance
voting card may also be sent to the Company by e-mail to
accionistas@telefonica.com.
Shareholders that are legal entities must send to the Company a
photocopy of a power of attorney with sufficient powers evidencing
the authority of the individual signing the proxy-granting or
distance voting card in the name of the legal entity.
If a proxy is granted to a person other than one of the members of
the Board of Directors, the proxy-holder who intends to attend the
meeting in person must deliver a copy of the proxy-granting card at
the entry doors on the day of the General Shareholders’
Meeting.
If the shareholder wishes to revoke the proxy granted, he/she
should contact the Company at the Shareholder Office (phone no.:
900 111 004 / e-mail:
accionistas@telefonica.com),
before 24:00 hours (midnight) on March 29, 2023.
Shareholders may obtain the Company’s proxy-granting or distance
voting card by downloading and printing it from the Website, by
retrieving it from the registered office of the Company, or by
requesting the Shareholder Office (phone no.: 900 111 004 /
e-mail:
accionistas@telefonica.com)
to send it without charge.
3.-
Provisions common to the exercise of proxy-granting or voting
rights by remote means of communication.
a)Deadline
for receipt by the Company and verification of shareholder
status.
In order to be valid, both the proxies granted and the votes cast
prior to the General Shareholders’ Meeting by remote means of
communication (whether by electronic means or by postal
correspondence) must be received by the Company before midnight on
March 29, 2023.
The proxy or distance vote shall only be deemed to be valid if the
status as shareholder is confirmed, through verification of the
fact that the ownership information and the number of shares
provided by each person granting a proxy or voting by remote means
of communication are the same as the data provided by IBERCLEAR. In
the event of a discrepancy between the number of shares reported by
the shareholder and the number set forth in the IBERCLEAR file, the
number of shares provided by IBERCLEAR shall prevail for purposes
of quorum and voting.
In the event of co-ownership of shares, the person granting the
proxy or casting the vote from a distance shall be deemed to have
been appointed to exercise the shareholder rights, if such person
is one of the co-owners.
b)Rules
of priority between proxy-granting and voting by remote means of
communication and attendance at the General Shareholders’
Meeting.
Attendance at the General Shareholders’ Meeting by a shareholder
who has previously granted a proxy or voted by remote means of
communication (whether by electronic means or by postal
correspondence) shall render null and void the proxy granted or the
vote cast.
In the event that a shareholder grants several proxies and/or casts
several votes (whether by electronic means or by postal
correspondence), the action (proxy-granting or voting) taken last
shall prevail. If the time when the shareholder granted the proxy
or cast the vote is uncertain, the vote (regardless of the means
used to cast it) shall prevail over the proxy-granting. If the
shareholder casts several votes in different directions, by
electronic or postal means, the vote cast last shall
prevail.
c)Other
matters.
Both proxies granted and votes cast by remote means of
communication shall be rendered null and void by the disposal of
the shares of which the Company becomes aware.
Suspension of electronic systems / Interconnection
failures
For both the grant of proxies and the casting of votes through
remote means of communication and remote attendance at the Meeting,
the Company reserves the right to modify, suspend, cancel or limit
the mechanisms for electronic voting or proxy-granting and/or
remote attendance whenever technical or security reasons make it
advisable or so require. If any of such instances occurs, it will
be announced on the Website. All of the foregoing is without
prejudice to the validity of the proxies already granted, the votes
already cast or to shareholders’ attendance and proxy
rights.
The Company shall not be liable for any damage that may be
sustained by shareholders as a result of failures, overloads,
downtime, failed connections or any other contingency of the same
or like nature beyond the Company’s control that
prevents the use of the mechanisms for electronic proxy-granting or
voting and/or remote attendance. Accordingly, such circumstances
shall not constitute an unlawful deprivation of shareholders’
rights. without prejudice to the adoption of the measures required
by each situation, including a temporary suspension or prolongation
of the Meeting if required to guarantee the full exercise of rights
by the shareholders or their proxy-holders.
ELECTRONIC SHAREHOLDERS’ FORUM
Pursuant to the provisions of Section 539.2 of the Companies Act,
on the occasion of the call to meeting and until the General
Shareholders’ Meeting is held, Telefónica, S.A. has enabled an
Electronic Shareholders’ Forum on the Company’s corporate website
(www.telefonica.com),
which shall be accessible, with appropriate safeguards, by both
individual shareholders and any shareholder associations they may
create (the “Forum”).
Proposed resolutions sought to be submitted as a supplement to the
agenda announced in the call to the General Shareholders’ Meeting
may be published in the Forum, together with requests for adherence
to such proposals, initiatives to reach the percentage sufficient
to exercise a minority right provided by law, and proxy offers or
solicitations.
The Forum is not a mechanism for online electronic conversation
between the shareholders of Telefónica, S.A. and the voluntary
associations they may create or a forum for electronic debate. The
Forum is also not a channel for communication between Telefónica,
S.A. and its shareholders and the associations they may create. The
Forum is provided for the sole purpose of facilitating
communications between Telefónica, S.A. shareholders and the
voluntary associations they may create, on the occasion of the call
to meeting and until the day the General Shareholders’ Meeting is
held.
Instructions for access to and use of the Forum may be found in the
“2023 General Shareholders’ Meeting/Electronic Shareholders’ Forum”
section on the Company’s corporate website (www.telefonica.com).
PARTICIPATION OF A NOTARY AT THE MEETING
The Board of Directors has resolved to request the participation of
a Notary Public to draw up the minutes of the General Shareholders’
Meeting, pursuant to Section 203 of the Companies Act, read
together with Sections 101 and 103 of the Regulations of the
Commercial Registry.
PERSONAL DATA PROTECTION
Data controller:
Telefónica, S.A. (with Tax ID (CIF)
A28015865 and a contact address for these purposes at Distrito
Telefónica, Ronda de la Comunicación s/n, Edificio Central, planta
2 - Oficina del Accionista, 28050 Madrid, or at
accionistas@telefonica.com)
is the controller of the personal data (among other, data regarding
identification, contact, electronic signature, login credentials,
shareholder or
proxy-holder status and, if applicable, image and/or voice and
connection IP address in the event of remote attendance) collected
or generated for purposes of the General Shareholders’ Meeting
pursuant to this announcement, either directly from the
shareholders and proxy-holders or from the entities with which they
have deposited their shares.
Purposes of processing and bases for legitimate
use:
such personal data shall be processed in accordance with the
General Data Protection Regulation and other applicable legal
provisions, and for the following purposes: (i) to manage the
exercise and control of shareholder rights (including verification
of the identity and status of the shareholder or proxy-holder,
management of registration for and access to the remote attendance
platform, and recording of the call in the case of exercise of
voting rights by telephone), (ii) to send information relating to
the shareholder’s investment, (iii) to manage the call to and
holding of the General Shareholders’ Meeting, and (iv) to allow for
transparency and the public dissemination of the General
Shareholders’ Meeting on the website of Telefónica, S.A., on the
main social media networks and/or on other internet platforms used
for this purpose by Telefónica, S.A., as well as by the accredited
media.
The processing of the personal data for the aforementioned purposes
(i), (ii) and (iii) is carried out based on performance of the
relationship between the shareholder and Telefónica, S.A. whereas
the processing for purpose (iv) is carried out on the basis of
Telefónica, S.A.’s legitimate interest in recording and
disseminating the General Shareholders’ Meeting in accordance with
the rules and principles of transparency that apply thereto. In
compliance with Organic Law 1/1982, of May 5, on protection of the
right to honor, personal and family privacy, and one’s own image,
by attending the General Shareholders’ Meeting (whether in person
or remotely), attendees authorize the taking of photographs, the
audiovisual recording of image and/or voice, as well as the
reproduction and/or publication and dissemination thereof upon the
terms set forth above. Attendees may exercise their right of
opposition regarding the processing of personal data arising from
the recording of their image at any time, using the means specified
in this clause. In this regard, Telefónica, S.A. advises that it
will make available a space within the General Shareholders’
Meeting that is free of any recording or image capture, and where
the data subjects in attendance who ask to not be recorded or have
their images captured will be located.
In addition to the foregoing, the personal data shall be processed
to comply with any legal obligations to which Telefónica, S.A. is
subject as data controller, the basis for legitimate use being
compliance with legal obligations (e.g., money-laundering
prevention regulations, statute of limitations on legal actions,
etc.).
Recipients of the personal data:
such personal data regarding identification of the attendees and,
in particular, their status as shareholders or proxy-holders, as
applicable, shall be provided to the Notary, solely in relation to
the preparation of the notarial minutes of the General
Shareholders’ Meeting. The data processed by Telefónica, S.A. may
also be provided to third parties in compliance with a legal
obligation or requirement, as would be the case of a transfer to
third parties duly entitled to exercise the right to receive
information contemplated by applicable legal provisions. Moreover,
attendees’ data might be accessible to the general public from any
territory, including from outside the European Union, to the extent
that the data subject makes a presentation or is recorded during
the General Shareholders’ Meeting.
In this latter case, Telefónica, S.A. will adopt the safeguards
required under applicable legal provisions on data protection to
guarantee a level of data protection equivalent to that in the
European Union.
Security of the processing and storage limitation
period:
such personal data shall be processed in accordance with the most
stringent and robust security measures and technical means in order
to avoid the loss or misuse thereof or unauthorized access thereto,
and shall be stored for the period of the relationship between the
shareholder and Telefónica, S.A., and for an additional 6 years
thereafter or such longer period as corresponds to the limitation
period for any applicable legal or contractual claims.
Exercise of data protection rights:
the data subject may exercise the rights of access, rectification,
objection, erasure, portability, restriction of processing, as well
as the right to withdraw consent given, as applicable, by providing
evidence of their identity in a letter or e-mail sent to the
address mentioned above. In addition, it is hereby advised that
Telefónica, S.A. has appointed a Data Protection Officer, who a
data subject may contact through the e-mail address
DPO_telefonicasa@telefonica.com
to make any claim or request relating to the protection of their
personal data for purposes of the General Shareholders’ Meeting.
Finally, the data subject is hereby advised of their right to file
a claim with the Spanish Data Protection Agency
(Agencia
Española de Protección de Datos)
(www.aepd.es)
if the data subject deems that the data protection rights thereof
have been violated.
Personal Data of third parties:
If the shareholder includes personal data of other individuals in
the documents sent, and if a third party attends the General
Meeting as a representative of the shareholder, the shareholder
must advise them of the details set forth in the preceding
paragraphs and comply with any other requirements that may apply
for the proper transfer of the personal data to Telefónica,
S.A.
Other aspects:
The shareholder shall be the only party liable for filling out the
forms requested thereof in connection with false, inaccurate,
incomplete or non-current data.
NOTE:
Shareholders are informed that, in the event that, between this
notice and the scheduled date for holding the Meeting, there are
extraordinary circumstances—beyond the Company's control—which make
impossible holding the General Meeting at the planned venue
referred to in this call notice, or at a different venue to the one
initially envisaged within the same municipal district, the General
Meeting would be held entirely remotely, this is, without the
physical attendance of the shareholders nor their proxies, in
accordance with the means, timeframes and procedures already
established in the “Remote Attendance at the General Meeting”
section of this call notice.
The Company, in this case, will inform shareholders, through the
Company's corporate website (www.telefonica.com)
as well as through any additional means of communication that the
Company deems necessary, as soon as it was reasonably possible, of
the existing extraordinary circumstances and the measures adopted
in relation to the holding of the General Meeting.
Shareholders are informed that the General Meeting will be streamed
on the Company’s corporate website (www.telefonica.com).
FOR ANY ADDITIONAL INFORMATION, SHAREHOLDERS MAY CONTACT
TELEFÓNICA’S SHAREHOLDER OFFICE BY CALLING TOLL-FREE AT 900 111
004, FROM 9:00 A.M. TO 7:00 P.M., MONDAY THROUGH FRIDAY OR BY
SENDING AN E-MAIL TO
accionistas@telefonica.com.
Madrid, February 24, 2023
Secretary of the Board of Directors
2023 General Shareholders’ Meeting
of Telefónica, S.A.
ORDINARY GENERAL SHAREHOLDERS’ MEETING
OF TELEFÓNICA S.A. - 2023 -
PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF
DIRECTORS
TO THE SHAREHOLDERS FOR DECISION AT THE GENERAL SHAREHOLDERS’
MEETING
March 30-31, 2023
Proposal regarding Item I on the Agenda: Individual and
Consolidated Annual Accounts, Consolidated Non-financial
Information and Management of the Board of Directors of Telefónica,
S.A. during fiscal year 2022.
I.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 2022.
To approve the Individual Annual Accounts (Balance Sheet, Income
Statement, Statement of Changes in Shareholders’ Equity, Cash Flow
Statement and Notes), the Consolidated Financial Statements
-Consolidated Annual Accounts- (Statement of Financial Condition,
Income Statement, Global Income Statement, Statement of Changes in
Shareholders’ Equity, Cash Flow Statement and Notes to the
Consolidated Financial Statements), and the Management Reports of
Telefónica, S.A. and its Consolidated Group of Companies for the
fiscal year ended on December 31, 2022, as finalized by the Board
of Directors at its meeting of February 22, 2023.
In the Individual Annual Accounts, the Balance Sheet as of December
31, 2022 discloses total assets, total liabilities and
shareholders’ equity in the amount of 68,742 million euros each,
and the Income Statement as of the end of the fiscal year shows a
loss of 880 million euros.
In the Consolidated Financial Statements (Consolidated Annual
Accounts), the Statement of Financial Condition as of December 31,
2022 discloses total assets, total liabilities, and shareholders’
equity in the amount of 109,642 million euros each, and the Income
Statement as of the end of the year shows a profit attributable to
the shareholders of the controlling Company in the amount of 2,011
million euros.
I.2 Approval of the Statement of
Non-Financial Information of the Consolidated Group of Companies
led by Telefónica, S.A. for fiscal year 2022 included in the
Consolidated Management Report of Telefónica, S.A. and of its Group
of Companies for such fiscal year.
To approve the Statement of Non-Financial Information of the
Consolidated Group of Companies led by Telefónica, S.A. for fiscal
year 2022 included in the Consolidated Management Report of
Telefónica, S.A. and of its Group of Companies for such fiscal
year, and, specifically, the information regarding climate change
and the decarbonization targets included in section 2.2 of such
report.
I.3 Approval of the management of the Board
of Directors of Telefónica, S.A. during fiscal year
2022.
To approve the corporate management of the Board of Directors of
Telefónica, S.A. during fiscal year 2022.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
2 of 10
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Proposal regarding Item II on the Agenda: Approval of the Proposed
Allocation of the Profits/Losses of Telefónica, S.A. for fiscal
year 2022.
To approve the following Proposed Allocation of the Profits/Losses
of Telefónica, S.A. for the fiscal year ended December 31,
2022:
To offset the negative result obtained by Telefónica, S.A. in the
year 2022, in the amount of 880,147,424.65 euros, to be charged to
Voluntary Reserves.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
3 of 10
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Proposal regarding Item III on the Agenda: Re-election of the
Statutory Auditor for fiscal year 2023.
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 General Shareholders’
Meeting:
To re-elect PricewaterhouseCoopers Auditores S.L, with registered
office at Madrid, Torre PwC, Paseo de la Castellana 259 B and Tax
Identification Code (C.I.F.) B-79031290 as Auditor of Telefónica,
S.A. and its Consolidated Group of Companies, for fiscal year
2023.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
4 of 10
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Proposal regarding Item IV on the Agenda: Reduction of share
capital through the cancellation of own shares, excluding the right
of creditors to object, amending the text of Article 6 of the
By-Laws relating to share capital.
A) To reduce the share capital of
Telefónica, S.A. (“Telefónica”
or the “Company”)
by the amount of 24,779,409 euros, by means of the cancellation of
24,779,409 own shares of the Company currently held as treasury
stock (representing approximately 0.43% of the Company's current
share capital).
The reduction in share capital will not entail a return of
contributions to the shareholders, since the Company itself is the
owner of the shares which, where appropriate, will be cancelled,
and will be made with a charge to unrestricted reserves, by means
of the funding of a reserve for cancelled share capital in an
amount equal to the par value of the cancelled shares (i.e., in the
amount of 24,779,409 euros), which may only be used in compliance
with the same requirements as those established for a reduction in
share capital, by application of the provisions of Section 335 c)
of the Companies Act (Ley
de Sociedades de Capital).
Accordingly, as laid down in such section, the creditors of the
Company will not have the right to oppose the reduction provided
for in Section 334 of the Companies Act in connection with the
approved reduction in share capital.
It is hereby stated for the record, in order to comply with the
provisions of Section 411.1 of the Companies Act, that the consent
of the bondholders’ syndicate for the outstanding issues of
debentures and bonds is not required, since the approved capital
reduction does not reduce the original ratio between the sum of
capital plus reserves and the amount of the debentures pending
repayment.
The capital reduction must be implemented within one year from the
adoption of this resolution.
B) To authorize the Board of Directors so
that, within a period of one year from the adoption of this
resolution, it may determine those circumstances that have not been
expressly established in this resolution or that are a result
thereof, and to adopt the resolutions, take the actions and execute
the public or private documents that may be necessary or
appropriate for the full execution of the approved reduction in
share capital, including, by way of example, publication of the
legally required notices, submission of the appropriate
applications and giving the appropriate notices to delist the
cancelled shares from the Stock Exchange. The delegation includes
the power to amend the text of Article 6 of the By-Laws relating to
share capital.
The Board of Directors is expressly authorized to in turn delegate
to the Executive Commission or the Executive Chairman of the Board
of Directors the powers referred to in this resolution, without
prejudice to the powers of attorney that may be granted to any
person for specific acts of execution.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
5 of 10
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Proposal regarding Item V on the Agenda: Shareholder compensation.
Distribution of dividends from unrestricted reserves.
To approve the distribution of dividends in cash with a charge to
unrestricted reserves, through the payment in 2023 of the fixed
amount of 0.30 euros, payable in two tranches, to each of the
existing shares of Telefónica, S.A. entitled to participate in such
distribution on the following payment dates.
-The
first payment of 0.15 euros per share in cash will be carried out
on June 15, 2023 through the entities participating in Sociedad de
Gestión de los Sistemas de Registro, Compensación y Liquidación de
Valores, S.A.U. (IBERCLEAR).
-The
second payment of 0.15 euros per share in cash will be paid on
December 14, 2023 through the entities participating in Sociedad de
Gestión de los Sistemas de Registro, Compensación y Liquidación de
Valores, S.A.U. (IBERCLEAR).
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
6 of 10
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Proposal regarding Item VI on the Agenda: Authorization for the
acquisition of own shares, directly or through Group
companies.
A) To authorize the derivative acquisition
by Telefónica, S.A. of its own fully paid-up shares — either
directly or through one of its subsidiaries — by purchase, exchange
or other legal title, in accordance with the provisions of Sections
144 et seq. of the Companies Act, at any time and as often as it
deems appropriate.
The minimum acquisition price or the minimum value of the
consideration shall correspond to the par value of own shares
acquired, and the maximum acquisition price or the maximum value of
the consideration shall be equal to the listing price of the own
shares acquired on an official secondary market at the time of
acquisition.
This authorization is granted for a period of 5 years from the date
of this Meeting and is expressly subject to the limitation that the
par value of the own shares directly or indirectly acquired
pursuant to this authorization, together with the value of the
shares already held by Telefónica, S.A. and all its subsidiaries,
may not at any time exceed the maximum amount permitted by law from
time to time, and that the restrictions on the acquisition of own
shares established by the regulatory authorities of the markets in
which Telefónica, S.A. shares are admitted to trading must be
complied with.
It is expressly noted that the authorization granted to acquire own
shares may be used, in whole or in part, to acquire shares of
Telefónica, S.A. that Telefónica, S.A. must deliver or transfer to
board members or employees of the Company or of companies in its
group, either directly or as a result of the exercise of the option
rights owned thereby, all within the framework of duly authorized
compensation systems linked to the listing price of the Company’s
shares.
B) To authorize the Board of Directors, on
the broadest terms, to exercise the authority covered by this
resolution and to carry out the other provisions contained herein,
which authority may be delegated by the Board of Directors to the
Executive Commission, the Executive Chairman of the Board of
Directors, the Chief Operating Officer or any other person
expressly authorized by the Board of Directors for such
purpose.
C) To rescind, to the extent not used, the
authorization granted under item V on the Agenda of the Ordinary
General Shareholders’ Meeting of the Company held on June 8,
2018.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
7 of 10
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Proposal regarding Item VII on the Agenda: Approval of the
Telefónica, S.A. Directors’ Remuneration Policy
To approve the Directors’ Remuneration Policy of Telefónica, S.A.,
the full text of which has been made available to the shareholders,
along with the other documentation relating to this General
Shareholders’ Meeting since the date of the call to
meeting.
The Directors’ Remuneration Policy will apply since the date of its
approval and throughout the three following fiscal years: 2024,
2025 and 2026.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
8 of 10
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Proposal regarding Item VIII on the Agenda: Delegation of powers to
formalize, interpret, rectify and carry out the resolutions adopted
by the shareholders at the General Shareholders’
Meeting.
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, without prejudice to any other delegations
included in the foregoing resolutions and any existing powers of
attorney to convert resolutions into public instruments, any of
them may formalize and implement the foregoing resolutions, with
the power for such purpose to execute the public or private
documents that may be necessary or appropriate (including documents
for purposes of interpretation, clarification, further development,
supplementation, correction of errors and curing of defects) for
the most correct performance thereof and for the registration
thereof, to the extent required, with the Commercial Registry or
any other public registry, as well as to deposit the accounts of
the Company and its Group.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
9 of 10
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Proposal regarding Item IX on the Agenda: Consultative vote on the
2022 Annual Report on Director Remuneration.
To approve, on a consultative basis, the Annual Report on Director
Remuneration for fiscal year 2022.
It is hereby stated for the record that the full text of such
Report has been made available to the shareholders, along with the
other documentation relating to this General Shareholders’ Meeting,
since the date of the call to meeting.
* * *
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ORDINARY GENERAL SHAREHOLDERS’ MEETING 2023
10 of 10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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Telefónica, S.A.
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Date: |
February 24, 2023 |
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By: |
/s/ Pablo de Carvajal González |
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Name: |
Pablo de Carvajal González |
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Title: |
Secretary to the Board of Directors
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Grafico Azioni Telefonica (NYSE:TEF)
Storico
Da Mag 2023 a Giu 2023
Grafico Azioni Telefonica (NYSE:TEF)
Storico
Da Giu 2022 a Giu 2023
