Draft resolution to item 7 of AGM

Documents for shareholders

on item No. 7) of the agenda of the Regular General Meeting of

Telefónica O2 Czech Republic, a.s.,

which is to be held on April 28, 2011

Resolution on an amendment to Company's Articles of Association

Resolution No. 7

The General Meeting approves the amendment to the Company's Articles of Association. The Articles of Association shall be amended as follows:

(A) The letter and digit "O2" shall be expunged from the Company's name in the Introductory Provisions section.

(B) Art. 1 (1) shall be replaced by the following wording:

"1. The company name is: Telefónica Czech Republic, a.s."

(C) In Art. 3, numbering of Item 10 shall be changed to 11 and the text "Provision of low-volume financial services" shall be inserted as Item 10.

(D) In Art. 14 (4)(j), the text "or entering into the contract by a person controlled by the company" shall be expunged.

(E) In Art. 26b (1), the text "6" shall be expunged and replaced with the text "5".

(F) In Art. 37 (1), the phrase "www.cz.o2.com" shall be expunged and replaced with the phrase "www.telefonica.cz".

The amendment (F) to the Company's Articles of Association shall take effect on May 1, 2011.

Other amendments to the Company's Articles of Association shall take effect in compliance with legal regulations.