The Board of Directors of Telefónica, S.A. and its Committees, at its meeting held on December 18, 2019, have unanimously adopted the following resolutions, in relation to Telef nica, S.A.'s Board of Directors and its Committees: To take note of the voluntary resignation presented to the position of Director of Telefónica, S.A. by Mr. Wang Xiaochu, appreciating the services rendered to the Company during his tenure; to take note of the voluntary resignation presented to the position of Director of Telefónica, S.A. by Mr. Luiz Fernando Furl n, appreciating the services rendered to the Company during his tenure. Likewise, and in order to fill the abovementioned vacancies, to appoint by co-optation Ms. Claudia Sender ramírez and Ms. verónica Pascual Bo, as Independent Directors of telefónica, S.A. upon proposal of the Nominating, Compensation and Corporate Governance Committee. The Independent Director Mr. Jos Javier Echenique Landir bar will hold one of the tree vice- chairmanships of the Board of Directors. With the abstention of the Executive Directors and upon proposal of the Nominating, Compensation and Corporate Governance Committee, to appoint Mr. Jos Javier Echenique Landir bar as Lead Independent Director, in replacement of the Director Mr. Francisco Javier de Paz Mancho (who changes into the category to Other External"). To appoint the Independent Director Mr. Peter löscher as Member and Chairman of the Audit and Control Committee, (his appointment as Chairman will be effective as of 19 February 2020, following the formulation of the 2019 annual information, remaining Mr. Echenique as Chairman of that Committee until that date). To appoint the Independent Director Mr. Jos Javier Echenique Landir bar as Chairman of the Nominating, Compensation and Corporate Governance Committee, in replacement of Mr. Francisco Javier de Paz Mancho, who remains as Member of this Committee. To appoint the Independent Director Ms. maría Luisa Garc a Blanco as Member of the Nominating, Compensation and Corporate Governance Committee, in replacement of Mr. Luiz Fernando Furl n. To appoint the Other External Director Mr. Francisco Javier de Paz Mancho as Member and Chairman of the Sustainability and Quality Committee, in replacement of Mr. Peter löscher, who ceases to be a Member and Chairman of this Committee. To appoint the Independent Director Ms. Claudia Sender ramírez as Member of the Sustainability and Quality Committee, in replacement of Ms. maría Luisa Garc a Blanco. To appoint the Independent Director Ms. verónica Pascual boé as Member of the Strategy and Innovation Committee.