Telefónica Deutschland's Management Board and Supervisory Board jointly recommend acceptance of the public delisting acquisition offer

Management Board and Supervisory Board jointly recommend acceptance of the public delisting 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”).

Against this backdrop, the Management Board and the Supervisory Board of Telefónica Deutschland refer to the decision announced on 7 March 2024 that considering all circumstances, including limited free float remaining and declining stock liquidity, they have concluded that a delisting of Telefónica Deutschland’s shares is in the Company's best interest. This decision is particularly based on the Management Board’s and the Supervisory Board’s view that the listing has lost its relevance for the Company and, therefore, the delisting is favourable with regards to strategic and financial considerations.

After a careful review of the offer document published by the Bidder on 20 March 2024, the Management Board and the Supervisory Board of Telefónica Deutschland consider the Offer to be fair from a financial point of view. The Management Board and the Supervisory Board of Telefónica Deutschland refrained from obtaining additional fairness opinions. Since the publication of the joint reasoned statement on 13 December 2023 on the public acquisition offer by the Bidder from 5 December 2023 neither the capital market nor the interest rate environment nor the Company's business plan and strategy nor the financial performance of the Company have changed in such a way that such changes individually or collectively would lead to a different valuation of Telefónica Deutschland.

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 20 March 2024, and is expected to expire on 18 April 2024, 24:00 hours CEST. 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

(t) +49 89 2442 1010

ir-deutschland@telefonica.com

www.telefonica.de/investor-relations