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

EQS-News: Telefónica Deutschland Holding AG / Key word(s): Offer/Statement
Telefónica Deutschland's Management Board and Supervisory Board jointly
recommend acceptance of the public delisting acquisition offer

26.03.2024 / 17:32 CET/CEST
The issuer is solely responsible for the content of this announcement.

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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


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26.03.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Archive at www.eqs-news.com

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   Language:       English
   Company:        Telefónica Deutschland Holding AG
                   Georg-Brauchle-Ring 50
                   80992 München
                   Germany
   Phone:          +49 (0)89 24 42 0
   Internet:       www.telefonica.de
   ISIN:           DE000A1J5RX9
   WKN:            A1J5RX
   Listed:         Regulated Market in Frankfurt (Prime Standard);
                   Regulated Unofficial Market in Berlin, Dusseldorf,
                   Hamburg, Munich, Stuttgart, Tradegate Exchange
   EQS News ID:    1867449

End of News EQS News Service
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1867449 26.03.2024 CET/CEST