MUNICH, 13 December 2023

Management Board and Supervisory Board jointly recommend acceptance of the voluntary public acquisition offer

The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG ("Telefónica Deutschland") today issued their Joint Reasoned Statement on the voluntary public acquisition offer (“Offer”) by Telefónica Local Services GmbH (“Bidder”), of which Telefónica, S.A. is the sole shareholder, for all shares of Telefónica Deutschland not directly held by the Bidder ("Telefónica Deutschland Shares") against a cash consideration of EUR 2.35 per share (“Offer Price”).

After a careful review of the offer document published by the Bidder on 5 December 2023, the Management Board and the Supervisory Board of Telefónica Deutschland consider the Offer to be fair from a financial point of view. In assessing the fairness of the Offer from a financial point of view, the Management Board and Supervisory Board have also taken into consideration the fairness opinions of their respective financial advisors Citi and Goldman Sachs.

The Management Board and the Supervisory Board conducted the review separately and independently of each other. The Management Board and – based on the recommendation of its specially established Acquisition Offer Committee, which is composed exclusively of independent members – the Supervisory Board of Telefónica Deutschland support the Bidder’s Offer and recommend the shareholders to accept the Offer.

Irrespective of this recommendation, the Management Board and the Supervisory Board point out that all shareholders of Telefónica Deutschland must decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall circumstances as well as their personal situation and assessment of the possible future development of the value and the stock exchange price of the Telefónica Deutschland Shares.

The acceptance period for the Offer has commenced with the publication of the offer document on 5 December 2023, and is expected to expire on 17 January 2024, 24:00 hours CET. Alongside other customary terms and conditions, the Offer provides for the non-occurrence of a more precisely defined material deterioration in the market environment. The details of the Offer can be found in the Bidder's offer document, which is available on the following website: https://www.td-offer.com.

The Joint Reasoned Statement by the Management Board and the Supervisory Board of Telefónica Deutschland can be found on the Company’s website at https://www.telefonica.de/investor-relations-en.html in section ‘Legal information’  in German, or translated into English (the translation, however, is non-binding). Copies of the statement are also available at the offices of Telefónica Deutschland Holding AG, Georg-Brauchle-Ring 50, 80992 Munich, Germany. Notice of publication and availability free of charge is given in the German Federal Gazette.

Further information

Telefónica Deutschland Holding AG
Investor Relations
Georg-Brauchle-Ring 50

80992 München

Christian Kern, Director Investor Relations; (m) +49 179 9000 208

Marion Polzer, CIRO, Head of Investor Relations; (m) +49 176 7290 1221

Eugen Albrecht, CIRO, Senior Investor Relations Officer; (m) +49 176 3147 5260

(t) +49 89 2442 1010

[email protected]

www.telefonica.de/investor-relations