DGAP-Adhoc:Telefónica Deutschland Holding AG: Telefónica Deutschland places 258.75m shares (including over-allotment) with investors at an issue price of EUR 5.60 per share

Telefónica Deutschland Holding AG / Key word(s): IPO 29.10.2012 20:29 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.

To be released outside the United States only. Not for distribution in Canada, Australia, South Africa or Japan. Telefónica Deutschland places 258.75m shares (including over-allotment) with investors at an issue price of EUR 5.60 per share Munich, October 29, 2012 - Telefónica Deutschland Holding AG, Telefónica S.A. and the syndicate banks have set the issue price for the shares offered at EUR 5.60 per share. In total, 258.75m shares have been placed with investors (including 33.75m over-alloted shares in connection with the greenshoe option). Upon full exercise of the greenshoe option, the placement volume would amount to EUR 1,449m and the free float would be 23.17 per cent. The first day of trading of the shares of Telefónica Deutschland Holding AG on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to be on October 30, 2012. The international securities identification number (ISIN) is DE000A1J5RX9, and the German securities code number (WKN) is A1J5RX. Telefónica Deutschland is the third largest integrated telecoms operator in Germany and served approximately 25 million customer accesses (as of June 30, 2012). The company offers German private and business customers postpaid and prepaid mobile products and innovative mobile data services based on GPRS, UMTS and LTE technologies. The integrated communications provider also offers DSL fixed telephony and broadband services. For the year ended December 31, 2011, the company generated revenues of EUR5 billion. Telefónica Deutschland and its wholly-owned operative subsidiary Telefónica Germany GmbH & Co. OHG are part of the Spanish telecommunication group Telefónica S.A. Disclaimer: These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption therefrom. The issuer or selling security holder has not and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any) ended on October 29, 2012. All securities offered based on the published securities prospectus (including any amendments thereto, if any) have been sold. The prospectus is available for download from the company's website www.telefonica.de in the IPO section and can also be obtained free of charge during office hours from Telefónica Deutschland Holding AG, Investor Relations, Georg-Brauchle-Ring 23-25, 80992 München and at the German offices of the Joint Global Coordinators J.P. Morgan and UBS. The securities may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law ('Ley 24/1988, de 28 de Julio del Mercado de Valores'), as amended and restated and Royal Decree 1310/2005 on admission of securities to trading, public offerings and prospectuses ('Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de Julio del Mercado de Valores, en material de admission a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos'), as amended and restated, and the decrees and regulations made thereunder. The securities may not be sold, offered or distribute to persons in Spain except: (i) in circumstances which do not constitute a public offering of securities in Spain within the meaning of Article 38 of Royal Decree 1310/2005; or (ii) subject to one of the exceptions of the prospectuses requirements envisaged in article 41 of Royal Decree 1310/2005. This document contains statements that constitute forward looking statements about the company, including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations, which refer to the intent, belief or current prospects of the customer base, estimates regarding, among others, future growth in the different business lines and the global business, market share, financial results and other aspects of the activity and situation relating to the Company. Such forward looking statements, by their nature, are not guarantees of future performance and involve risks and uncertainties, and other important factors that could cause actual developments or results to differ from those expressed in these forward looking statements. 29.10.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de

Language: English Company: Telefónica Deutschland Holding AG Georg-Brauchle-Ring 23-25 80992 München Germany Phone: +49 (0)89 24 42 0 Fax: E-mail: Internet: www.telefonica.de ISIN: DE000A1J5RX9 WKN: A1J5RX Listed: Regulierter Markt in Frankfurt (Prime Standard) Notierung vorgesehen / Designated to be listed End of Announcement DGAP News-Service