TMoviles- AGMproposals passed

Telefonica SA
10 May 2005


 SEQ CHAPTER /h /r 1 SEQ CHAPTER /h /r 1


                           NOTICE OF CORPORATE ACTION


In compliance with article 82 of Law 24/1988, July 29, of the Securities Market
Law and related provisions, and in order to make public a Notice of Corporate
Action, Telefonica, S.A. hereby informs that the General Ordinary Shareholders'
Meeting of its subsidiary Telefonica Moviles was held on first call on May 6th
with the assistance either personally or through representation of shareholders
owner of 4,028,364,183 shares representing 93.022% of the share capital.

The mentioned General Meeting approved all the resolutions that the Board of
Directors submitted to its consideration and approval. Please find below the
approved resolutions.


GENERAL ORDINARY SHAREHOLDERS MEETING -TELEFONICA MOVILES, S.A.

Resolutions Passed

I) Review and approval, if pertinent, of the Financial Statements and of the
Management Report of both 'Telefonica Moviles, S.A.' and its Consolidated Group
of Companies as well as of the Proposal for Allocation of the Results of '
Telefonica Moviles, S.A.' and of the management of its Board of Directors, all
pertaining to Fiscal Year 2004.
     
1)   Approve the Financial Statements (Balance Sheet, Profit-and-Loss Statement 
     and Notes to the Financial Statement) and the Management Reports of 
     'Telefonica Moviles, S.A.' and of its Consolidated Group of Companies, 
     pertaining to Fiscal Year 2004 (closed on December 31 of said year) drafted 
     by the Board of Directors in its meeting held on February 22nd, 2005, as 
     well as of the corporate management carried out by the Board of Directors 
     of 'Telefonica Moviles, S.A.' during said Fiscal Year.

     In the Individual Financial Statements, the Balance Sheet at December 31st, 
     2004 shows assets and liabilities for an amount of 15,905,217 thousand 
     euros each of them and the Profit and Loss Statements at the end of the 
     Fiscal year reflects a benefit of 854,379 thousand euros

     In the Consolidated Financial Statements, the Balance Sheet at 31st, 
     December 2004, shows assets and liabilities  for an amount of 23,570,914 
     thousand euros each of them and Profit and Loss Statements at the end of 
     the year reflects a benefit of 1,633,910 thousand euros
     
2)   Approve the following Proposal for Allocations of Results pertaining to
     Fiscal year 2004.

     To allot the profits earned by Telefonica Moviles, S.A. during fiscal year 
     2004, amounting to 854,378,556.54 euros to:
          
     •    835,796,322.93 euros, as a maximum, to payment of a dividend (amount
          to be distributed corresponding to a fix dividend of  0.193 euros/ 
          share for each of all the 4,330,550,896 shares in which the share 
          capital of the Company is divided)
          
     •    The remaining profits, (18,582,233.61 euros as a minimum) to a
          Voluntary Reserve.


II) Shareholder's remuneration: dividend payment against profits for the Fiscal
year 2004.

Approve the payment of a cash dividend, with a charge to profits for the Fiscal
year 2004, for a fix amount of 0.193 euros gross, to each of the Company's
current issued and outstanding shares, with a right to collect said dividend.

Payment will be made on June 15th, 2005, through the entities participating in
the securities and clearing institution 'Iberclear'.

Over the gross amounts to be paid, the retentions requested by application
legislation will be applied.


III)      Reelection, confirmation and appointment, if necessary,  of Directors.

Approve the reelection as members of the Board of Directors of Telefonica
Moviles S.A., of Mr. Javier Echenique Landiribar and Mr. Jose Maria
Alvarez-Pallete Lopez for a new term of 5 years in accordance with the
provisions of Article 17 of the Company Bylaws.


IV) Appointment of the Company's Auditor and of its Consolidated Group of
Corporations, pursuant to article 42 of Commercial Code and article 204 of the
Spanish Company Law

Appoint the firm 'Ernst & Young, S.L.,' for an initial period of three years, as
Accounts Auditor for the verification of the Financial Statements and Management
Reports of 'Telefonica Moviles, S.A.' and of its Consolidated Group of
Corporations, pertaining to Fiscal Years 2005, 2006 and 2007.


V) Authorization for the acquisition of its own shares, directly or through a
Company in the Group.

     
A)   Authorize, pursuant to Articles 75 and following of current Corporations 
     Act, the acquisition, at any time and as many times and deemed advisable, 
     by Telefonica Moviles, S.A.-either directly, or through any of the
     affiliated corporations of which it is the controlling corporation of its 
     own shares, through purchase-sale agreements or under any other legal 
     onerous form.

     The minimum price or consideration for acquisition shall be equivalent to 
     the par value of its own shares that are being acquired, and the maximum 
     price or consideration shall be equivalent to the quoted value of the own 
     shares acquired on an official secondary market at the time of acquisition

     Said authorization shall be granted for a period of 18 months reckoned as 
     of the date that the present Meeting is held, and it is expressly subject 
     to the restriction that the par value of the own shares acquired in the 
     exercise of this authorization, together with the par value of those 
     already possessed by 'Telefonica Moviles, S.A.' and any of the affiliated 
     corporations controlled by it, may not at any time exceed 5%of its capital 
     stock at the time of acquisition. Furthermore, the restrictions stipulated 
     for share buybacks by the regulatory authorities of the markets where 
     'Telefonica Moviles, S.A.' shares are traded must be observed.

     It is expressly stated for the record that the authorization granted to 
     acquire own shares may be used in full or in part for the acquisition of 
     shares of 'Telefonica Moviles, S.A.', which the latter must deliver or 
     transfer to directors or to employees of the company or of corporations 
     within the Group, directly or as a result of the exercise of stock options 
     by the latter, all within the framework of compensation systems benchmarked 
     to the quoted value of the Company's shares as approved in due form.
     
B)   Empower the Board of Directors in the widest terms to exercise the
     authorization that is the subject of this resolution and to carry out the 
     rest of the provisions contained herein, with said powers being delegable 
     by the Board of Directors upon the Delegated Committee, the Executive 
     Chairman of the Board of Directors or on any other person that the Board of 
     Directors expressly empowers for this purpose.
     
C)   Void, to the extent that it has not been executed, the resolution adopted 
     in this regard by the Ordinary General Shareholders Meeting of the
     corporation held on April 16st, 2004, regarding Item IV of the Agenda 
     thereof.


VI) Delegation of faculties  to formalize, interpret, correct and execute  the
resolutions adopted by the General Shareholders Meeting.

To severally and jointly empower the Executive Chairman of the Board of
Directors, the  Secretary-Director of the Board of Directors, and the
Vice-secretary non Director  of the Board of Directors, in order for any of them
to formalize and execute the preceding resolutions, being able for said purpose
to execute the public or private instruments that may be necessary or convenient
(including those for interpretation, clarification, rectification of errors or
curing of defects) for their most exact compliance and for the recording
thereof, insofar as mandatory, in the Mercantile  Registry or in any other
Public Registry.


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