Shareholders accredited all board proposals on the AGM, together with the 2025 accounts, auditor and director appointments, allocation of EUR 1,060m to voluntary reserves, and a money dividend of €0.15 per share payable June 18, 2026.
The chairman outlined the “Remodel and Develop” technique to simplify the group, deal with 4 core markets (Spain, UK, Germany, Brazil), exit non-core Latin American markets, and pursue scale-driven European consolidation with the purpose of turning into a number one “tech-telco” by 2030 and a prime international telco by 2035.
Telefonica stated it met its 2025 monetary commitments with adjusted EBIT up ~2%, free money movement from persevering with operations of €2,069m, B2B income development of seven.1%, and cited strategic strikes just like the Netomnia acquisition and buying FiBrasil’s fiber to bolster community capabilities.
Telefonica (NYSE:TEF) convened its peculiar basic shareholders’ assembly on second name with a quorum representing greater than 65% of the corporate’s share capital, in line with figures learn into the report by the assembly’s secretary and later up to date following the shut of the audio system’ listing.
Provisional attendance figures cited initially of the assembly indicated 27,390 shareholders attending in particular person or by proxy, holding 3,720,786,545 shares and representing 65.62% of the corporate’s share capital. The chair declared a sound quorum for the assembly on second name, and the notary requested whether or not any attendees had reservations or protests regarding the attendance statements; none have been reported at the moment.
Later, closing attendance information introduced after the audio system’ listing closed confirmed 27,661 shareholders current or represented, holding 3,726,013,000 shares, representing 65.71% of the corporate’s share capital.
The secretary additionally reviewed the method for shareholder interventions and voting, together with procedures for distant participation and directions associated to proxy voting the place administrators might face conflicts of curiosity. Shareholders attending in particular person have been instructed to register votes towards or abstentions at designated desks; in any other case, votes could be deemed in favor of the proposed resolutions.
The secretary knowledgeable shareholders in regards to the firm’s annual company governance report for fiscal yr 2025, filed with Spain’s securities regulator (CNMV) on Feb. 24, 2026, and made accessible on the corporate’s web site. The secretary stated Telefonica complies with “virtually all” suggestions of Spain’s good governance code, whereas highlighting areas of partial compliance, together with:
A ten% cap on the utmost variety of votes a single shareholder could forged beneath Article 26 of the bylaws, described as a device to guard minority shareholders.
The existence of a single mixed Appointments, Remunerations, and Good Governance Committee, with no present plans to separate it.
Disclosure practices round government contracts, together with that the chief working officer’s severance circumstances stay these from a previous contract.
The annual report on administrators’ remuneration for fiscal yr 2025 was described as accredited by the board on Feb. 23, 2026 and filed the following day with the CNMV.
The assembly reviewed the principal proposed resolutions submitted by the board, together with approval of 2025 annual accounts and experiences, sustainability data, revenue allocation, auditor appointments, board appointments, shareholder remuneration, and advisory and procedural gadgets. Key gadgets included:
Approval of Telefonica’s particular person and consolidated annual accounts and administration experiences for fiscal yr 2025, as ready by the board at its Feb. 23, 2026 assembly.
Approval of the group’s consolidated non-financial and sustainability data for fiscal yr 2025, with the secretary noting that PricewaterhouseCoopers (PwC) audited the monetary data and verified the non-financial data.
Allocation of Telefonica, S.A. income of EUR 1,060 million to voluntary reserves.
Re-election of PricewaterhouseCoopers Auditores, S.L. as statutory auditor for fiscal yr 2026 and appointment of the identical agency for fiscal years 2027-2029, following a public tender course of.
Director proposals together with the re-election of María Luisa García Blanco and the ratification/appointment of Anna Martínez-Balañá, César Mascaró y Alonso, and Mónica Rey Amado, in addition to the appointment of Jane Thompson, all described as impartial administrators.
A proposed money dividend of EUR 0.15 per share charged to free reserves, with cost scheduled for June 18, 2026.
Approval of a administrators’ remuneration coverage to use from approval by way of fiscal years 2027-2029.
An advisory (consultative) vote on the 2025 annual report on administrators’ remuneration.
In remarks to shareholders, the chairman stated the corporate had embarked about 15 months earlier on a “deep transformation” geared toward simplifying the group, specializing in core markets, strengthening the steadiness sheet, and decreasing publicity in Latin America. He described Telefonica’s strategic ambition as turning into “the very best level of entry” for residents, firms, and establishments to digital applied sciences, with a objective of being amongst Europe’s finest “tech-telcos” by 2030 and among the many world’s finest telcos by 2035.
The chairman stated Telefonica was concentrating on 4 core markets—Spain, the UK, Germany, and Brazil—and acknowledged the corporate had accomplished exits from Peru, Uruguay, Ecuador, Colombia, and Chile. He additionally cited the acquisition of Netomnia within the U.Okay. as aligned with the corporate’s strategy to consolidation and community capabilities.
Discussing operations, he cited initiatives together with an AI-capable cloud with low-latency processing and “17 edge nodes,” community resilience by way of automation, and the Titan Join answer for safe and resilient connectivity in vital environments. He additionally referenced content material success at Movistar Plus+ and cited a number of productions by identify.
On monetary efficiency, he stated Telefonica met its 2025 monetary commitments, with income development and improved profitability. Among the many figures he cited have been adjusted EBIT development of two% (adjusted for change charges), free money movement from persevering with operations of EUR 2,069 million, and complete entry of 326 million, described as up 2% yr over yr. He additionally cited B2B development of seven.1% and stated IT income represented greater than 48% of B2B income in 2025. He pointed to efficiency in Spain, Germany, and Brazil, together with Vivo’s internet revenue development of 11.2% in 2025 and 103 million cell accesses, and stated the corporate acquired 100% of FiBrasil’s fiber.
Throughout the Q&A, a shareholder requested in regards to the rationale for decreasing the dividend and sought administration’s view of share worth efficiency. The chairman responded that dividend coverage is a part of capital allocation, making an allowance for money movement era and the monetary flexibility wanted for the corporate’s new section. He reiterated a dedication to a EUR 0.15 money dividend per share for 2026 and stated, within the medium time period, worth creation could be pushed by development, monetary flexibility, and money movement era. On share worth, he stated it might mirror the corporate’s capacity to generate revenues, EBIT, “high quality EBITDA,” and convert EBITDA into money movement, including that investor belief could be mirrored within the share worth as outcomes enhance.
One other shareholder requested about European telecom consolidation. The chairman stated Telefonica views Europe as fragmented with “38 huge operators” in contrast with three in america, China, and India, arguing that scale is required to speculate, develop know-how, and compete. He stated Telefonica intends to “lead or co-lead” consolidation, beginning inside particular person markets earlier than shifting to a European degree, whereas including he couldn’t talk about particular conversations or potential strikes.
In responses led by CEO Emilio Gayo, administration addressed questions on a redundancy plan, describing it as enabling the corporate to usher in specialised expertise, enhance employability by way of re-skilling, and advance new work fashions. He stated the end result in Telefonica España had been constructive, emphasizing a negotiated course of supported by unions and noting most exits have been voluntary.
Gayo additionally responded to issues about cabling and infrastructure in Spain, stating the corporate renews 50,000 posts per yr and plans to extend that to 100,000, and that 60% of copper had been decommissioned with completion anticipated within the subsequent 12 months. He stated European funds obtained had been used for “twin use,” together with rural 5G connectivity and fiber enhancements and digitalization of consumers and public administrations. He additionally addressed questions on pensions by noting allegations are made to Social Safety and that channels exist for former staff to submit queries.
On the conclusion of the assembly, the secretary reported that there was enough majority to approve all board-proposed resolutions on the agenda, with closing voting information to be revealed on the corporate’s company web site.
Telefónica, SA is a Spanish multinational telecommunications firm headquartered in Madrid. Based in 1924 as Compañía Telefónica Nacional de España, it has grown into one of many world’s largest telecommunications teams. Telefónica supplies a broad vary of communications providers to residential and enterprise clients, together with cell and fixed-line telephony, broadband web, and pay-TV. The corporate additionally develops and sells community infrastructure and associated providers to assist connectivity at scale.
Past conventional voice and information providers, Telefónica has expanded into digital and IT providers geared toward enterprise clients and public-sector purchasers.
