DGAP-Adhoc:Telefónica Deutschland Holding AG: Telefónica Deutschland completes IPO with full exercise of Greenshoe Option

Telefónica Deutschland Holding AG / Key word(s): IPO 02.11.2012 18:36 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.

Ad hoc announcement according to § 15 WpHG Telefónica Deutschland completes IPO with full exercise of Greenshoe Option Munich, November 2, 2012 - In connection with the initial public offering of Telefónica Deutschland Holding AG (ISIN: DE000A1J5RX9, German Securities Code: A1J5RX), J.P. Morgan Securities plc, acting as stabilization manager on behalf of the underwriters, fully exercised the Greenshoe Option on November 2, 2012. The Greenshoe Option comprised 33.75m ordinary no par value registered shares, which were made available to the underwriting banks for overallotments. As previously announced, including the full exercise of the Greenshoe Option, the total number of shares placed amounts to 258.75m with a total placement volume of EUR 1,449m and a free float of 23.17 per cent. Disclaimer: This publication is 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 ended on October 29, 2012. All securities offered based on the published securities prospectus 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 Munich, 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. 02.11.2012 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