Telefonica SA TDE Performance and Investment Plan

  Telefonica SA (TDE) - Performance and Investment Plan

RNS Number : 0371Q
Telefonica SA
31 October 2012

In accordance with  Article 47 of  Royal Decree 1362/2007  of October 19,  and 
Article 82 of  the Spanish  Stock Market Act,  (Ley del  Mercado de  Valores), 
TELEFÓNICA, S.A. hereby discloses the following


                              SIGNIFICANT EVENT

Pursuant to thelong-term incentive  plan of shares  of TELEFÓNICA, S.A.,  for 
Telefónica Group Directors  (including Executive Directors),  approved by  the 
Annual General Shareholders Meeting  on May 18, 2011,  - called Performance  & 
Investment Plan ("PIP")- the Board of Directors of TELEFÓNICA, S.A.  resolved 
at its meeting held  on October 31, 2012,  preceded by the relevant  favorable 
report of  the Nominating,  Compensation and  Corporate Governance  Committee, 
with regard to the Second  Cycle (2012-2015) of the  PIP, and in relation  to 
members of the Executive Committee (including Executive Directors), the amount
of theoretical  shares to  be assigned,  and the  maximum number  possible  of 
shares to  be  received in  the  event  of fulfillment  of  the  Co-investment 
requirement established on the  Plan and of maximum  achievement of the  Total 
Shareholder Return  - hereafter,  the "TSR"  (*) -  objective to  this  second 

It is stated that the calculation of the shares value has been determined with
a reduction of 30% on the one used on the previous year.

It is attached as Schedule I, the  detail of such information for each of  the 
Executive Directors  and  other members  of  the Executive  Committee  of  the 
Company, to whom had been assigned.

Madrid, October 31^st, 2012

(*) The specific  number of  Telefónica, S.A. shares  deliverable within  the 
maximum amount established to  each member at  the end of  each phase will  be 
contingent and based on the TSR of Telefónica, S.A. shares (from the reference
value) throughout  the duration  of each  phase compared  to the  TSRs of  the 
companies included in  the Dow Jones  Global Sector Titans  Telecommunications 
Index.For the purposes of  this Plan, these companies  make up the  comparison 
group ("Comparison Group").

The TSR is the indicator used to determine the Telefónica Group's medium-  and 
long-term value  generation,  measuring  the return  on  investment  for  each 
shareholder. For the purposes of this  Plan, the return on investment of  each 
phase is defined as  the sum of  the increase or  decrease in the  Telefónica, 
S.A. share  price  and  dividends  or other  similar  items  received  by  the 
shareholder during the phase in question.

                                  SCHEDULE I


  List of Directors and Executive Officers who are Beneficiaries of the PIP

                           (Second cycle 2012-2015)


                         Theoretical         %                         %
First name and surname                                 Number
                       shares assigned Share Capital             Share Capital
                                                     of Shares *
Mr. César Alierta              324,417      0.0001 %     506,901       0.0001%
Mr. José María                 188,131      0.0000 %     293,955       0.0001%
Álvarez-Pallete López
Ms. Eva Castillo Sanz             95,864  0.0000 %          149,787   0.0000 %
Mr. Santiago                     103,223  0.0000 %          161,287   0.0000 %
Fernández Valbuena
Mr. Julio Linares                 13,878  0.0000 %           21,685   0.0000 %
López (1)
Mr. Guillermo Ansaldo            103,223  0.0000 %          161,287   0.0000 %
Mr. Matthew Key                  103,223  0.0000 %          161,287   0.0000 %
Mr. Luis Abril Pérez              51,808  0.0000 %           80,951   0.0000 %
Mr. Ramiro Sánchez de             50,950  0.0000 %           79,609   0.0000 %
Lerín García-Ovies
Mr. Angel Vilá Boix              103,223  0.0000 %          161,287   0.0000 %
Mr. Eduardo Navarro               26,220  0.0000 %           46,969   0.0000 %

* Maximum  number of  shares to  receive  in case  of fulfillment  of  the 
co-investment requirement and of maximum achievement of the TSR objective.

(1)The  number  of  shares  assigned  to  Mr.  Linares  has  been  calculated 
proportionally according  to the  time that  he has  work as  Chief  Operating 
Officer - C-O.O.-(from  July 1,  2012 untill  September 17,  2012) during  the 
Second cycle of the PIP.

                     This information is provided by RNS
           The company news service from the London Stock Exchange


MSCLLFSTIRLLVIF -0- Nov/01/2012 07:00 GMT
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