Notice of AGM

Telefonica SA
28 February 2002



TELEFONICA, S.A., in accordance with that stated in article 82 of the Spanish
Stock Market Law hereby informs of the following:

In accordance with the decision undertaken yesterday by its Board of Directors
'Telefonica, S.A.' has resolved to call its Annual General Shareholders'
Meeting to be held in Madrid on April 12th, 2002, at second call.

The Agenda of the aforementioned shareholders' meeting will include,
principally, the following items:

• Approval of the Annual Accounts and of the Management Report both of
'Telefonica, S.A.' and of its Consolidated Group of Companies corresponding to
fiscal year 2001

• Reelection, ratification and, if applicable, appointment of Board members.

• Reelection of the accounts auditor for fiscal year 2002.

• Authorization for the acquisition of the Company's own shares.

• Increases in the share capital to be charged to unrestricted reserves.

• Issuance of fixed income securities, convertible or exchangeable for the
Company's shares, with an exclusion of the preferred subscription right.

• Capital increase by means of the issuance of new shares with an issue premium
and exclusion of preferred subscription right in order to cover a remuneration
system for the year 2002 referenced on the Company's quotation value, to be
delivered to the employees of the Endemol Group.

•  Application of the consolidated tax system.

The Standing Committee of the Board and the CEO of this same Board have been
empowered by the Board to, should this be so required in the best interest of
the Company, change both the date of the Annual General shareholders meeting and
the Agenda of this same Meeting, prior to the publication of the official
announcement regarding the holding of this Meeting, which will appear in the
Mercantile Register's Official Gazette and one of Madrid's leading daily
newspapers. 

                                                     Madrid, February 28th, 2002

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