DGAP-News:Telefónica Deutschland Holding AG: Telefónica Deutschland maintained market momentum and generated significant synergies in 2015 and is now moving the focus from integration to transformation

DGAP-News: Telefónica Deutschland Holding AG / Key word(s): Final Results/Preliminary Results Telefónica Deutschland Holding AG: Telefónica Deutschland maintained market momentum and generated significant synergies in 2015 and is now moving the focus from integration to transformation 25.02.2016 / 07:29 The issuer is solely responsible for the content of this announcement.

MUNICH, 25 February 2016 Preliminary results for January to December 2015 Telefónica Deutschland maintained market momentum and generated significant synergies in 2015 and is now moving the focus from integration to transformation. - The successful capture of synergies and optimisation of commercial costs lead to OIBDA growth of +20.5% year-on-year for the full year (+34.1% in the fourth quarter) - As expected, MSR is broadly stable year-on-year at +0.1% (-1.0% in Q4) amidst a continued focus on customer base development and a strong performance of the partner business - The financial outlook for 2016 reflects our intention to continue to take a leading role within the framework of a rational German mobile market. In 2016 we will the shift in focus from integration to transformation, while already capturing >50% of our total operating cash flow savings target Fourth quarter 2015 operational & financial highlights - Net additions in mobile postpaid came in at 198 thousand (excluding an impact from a business customer base harmonisation at the E-Plus Group respective negative 202 thousand in reported terms), with a continued strong contribution from partner brands. Contract churn excluding the before mentioned one-time effect improved by 0.2 percentage points year-on-year to 1.7% and was stable quarter-on-quarter. - After a particular strong gross add performance over the summer period, mobile prepaid was affected by disconnections relating to seasonal effects and as such registered net disconnection of 24 thousand in the final quarter of 2015. - The LTE customer base further increased to almost 8 million (+12.6% quarter-on-quarter) at the end of 2015, reflecting successful data monetisation and increasing data usage for O₂ consumer postpaid customers which grew 10.0% quarter-on-quarter in the fourth quarter to 1.2GB per month. - Revenues reached EUR 2,059 million (+2.0% year-on-year) with the handset business delivering strong year-on-year growth of 17.9%. Fixed revenues continued to improve their year-on-year trend to -3.2% in the final quarter of 2015 on the back of good VDSL traction and the slowdown of the year-on-year decline of the retail DSL customer base and spot trading opportunities in carrier voice. - Mobile service revenues totalled EUR 1,378 million (-1.0% year-on-year) on the back of our ongoing focus on retention and the development of our customer base as well as continued growth of the partner business, which had a dilutive effect due to the revenue shift from retail to wholesale. - OIBDA excluding exceptional effects continued to benefit from the accelerated execution of synergies as well as significant commercial costs savings. As such it increased by 34.1% year-on-year to EUR 476 million, with more than 50% of the year-on-year OIBDA growth from integration savings. - CapEx declined 25.0% year-on-year to EUR 328 million as investments for growth and network integration were more than offset by synergies from building one single LTE network. By the end of 2015 the Company reached its targeted LTE coverage of 75%. - Consolidated net financial debt was EUR 1,225 million at the end of December 2015 and leverage further reduced to 0.7x, in line with the stated target of at or below 1.0x. Progress of integration and transformation activities Telefónica Deutschland continued to make significant progress in the final quarter of 2015 with regards to the execution of its integration and transformation initiatives. As such it is well positioned to enter the next phase which includes core integration projects such as the network integration, IT landscape transformation and brand migration. - By the end of December Telefónica Deutschland completed the execution of the 2015 leaver programme, thereby restructuring 800 full time equivalents (FTEs) out of a total target of 1,600 FTEs - an important milestone to build a lean and efficient organisation. - The company has also seen significant progress in terms of the optimisation of the retail shop footprint with 480 shops consolidated by the end of 2015. This includes the agreement to transfer 301 shops to Drillisch, a majority of which have already been transferred. - Telefónica Deutschland has also started the nationwide consolidation of the UMTS and GSM networks of O₂ and E-Plus and in parallel continues to expand its LTE network, to enable joint LTE access from mid-2016. The site consolidation process was initiated during the fourth quarter of 2015 and the agreement to transfer approx. 7,700 mobile sites to Deutsche Telekom will help to drive an efficient site dismantling process. - The in-city consolidation of company offices and the roll-out of a new workplace concept progressed further, with Munich, Düsseldorf and Hamburg the main centres of activity. By the end of 2015 Telefónica Deutschland has already met a third of its total office space reduction target of approximately 100 thousand sqm. - Telefónica Deutschland continued to optimise the management of external staff, including agency workers, outsourcing and consultants. Recent developments in Telefónica Deutschland's commercial offer and network The fourth quarter 2015 results confirm that Telefónica Deutschland continued to maintain market momentum in a rational but dynamic market. At the same time, independent surveys confirmed improvements in network quality and customer service. - After the successful realisation of 3G national roaming in 2015, Telefónica Deutschland started the integration of O₂ and E-Plus networks in January 2016 - Also in January the Company started the rollout of its new O₂ shop design with a focus on customer service and digitalisation. The new concept will be implemented step by step and started in Berlin, Frankfurt, Munich and Cologne. - As part of the integration process Telefónica Deutschland has started to unify its brand and tariff portfolio and will henceforth focus on the O₂ brand in the premium sector. Customers of BASE and E-Plus will be gradually be transferred to O₂ over the coming months. We thus simplify our offer in the premium segment and provide customers with consistent high-quality products and services under one brand. - Our brands have been recognised for good service quality: Blau and simyo ranked 2nd and 3rd in the German Fairness Award (Deutscher-Fairness-Preis). Newspaper DIE WELT crowned O₂ winner of service champions within its sector. Additionally, O₂ was awarded first place in the connect hotline test 2015 as the only provider with a "very good" rating. - Telefónica Deutschland also launched a new VDSL campaign at the end of December 2015, supporting our convergent positioning. In addition, in early February 2016 the company launched 'Blue One', bringing together various fixed/mobile product combinations under a single brand name to facilitate ease of access for customers. - Since the end of October 2015 Telefónica Deutschland has become the first network provider worldwide where customers have the choice to pay for Apple Music, iTunes, App Store and iBooks Store via their mobile phone bill. Now this service is also on offer for the Windows Store through Windows 10. Financial outlook 2016 Since the merger of Telefónica Deutschland and E-Plus in 2014, the company has become an established key player, thereby driving significant structural change in the German telecoms market. The market now has three established mobile network operators with similar market shares, setting the scene for a continuous rational market. Nevertheless, we have seen increased market dynamics in the non-premium segment of the market. As the largest MVNO partner in the German market, Telefónica Deutschland is well positioned to benefit from the growth in the wholesale segment, which we expect to persist in 2016. Against this competitive background Telefónica Deutschland will pursue a clear multibrand strategy, with a strong focus on the development of its premium brand o2. We will continue to take a leading role within the framework of a competitive marketplace. Across all brands Telefónica Deutschland will focus on the opportunity for monetising data growth. Germany still lags other European markets in terms of customer data usage, and we expect data growth to continue to accelerate in 2016 and to eventually drive an inflection point in the company's MSR and ARPU trajectory. In the near future this trajectory will still be negatively affected by the shift in new customer acquisition trends from retail to wholesale, as well as the legacy customer base mix. The company will continue to make significant efforts to develop its customer base through retention and upselling mechanisms. For 2016 we thus expect mobile service revenue to be slightly negative to broadly stable year-on-year. The outlook for MSR includes expected effects from the elimination of roaming charges in Europe by 2017 and the associated glidepath. Moreover, as in 2015 fixed-line revenues will continue to be negatively affected by the progressive decommissioning of the ULL broadband access infrastructure. Telefónica Deutschland also successfully executed a number of important integration initiatives in 2015, with a range of large projects to follow in 2016. These projects include the network integration, the transformation of the IT landscape and the migration of brands and customers to a joint platform. These projects have long lead-times and are cost-intensive, especially in the first half of 2016, while savings generated from them will be significant but mostly beneficial in future years. The efficient execution of these projects is of crucial importance for the transformation of Telefónica Deutschland to a digital powerhouse with a lean infrastructure model, enabling us to offer further compelling, differentiated products and services for customers across segments. In terms of synergy generation for 2016, Telefónica Deutschland will continue to benefit from the initiatives executed in 2015, especially in the first half of 2016. Additional in-year savings from employee restructuring and site decommissioning will come through mainly in the second half of the year. The MBA MVNO deal with Drillisch will continue to generate revenue synergies in 2016. In addition to the 35% of total expected operating cashflow synergies achieved in 2015, there will be no incremental Capex-related synergies in 2016 but further incremental Opex and revenue-related in-year benefits of ca. EUR 150 million mostly from the annualisation of 2015 measures. By year-end 2016 the cumulated savings level from synergies is expected reach >50% of the total expected operating cashflow (Opex - Capex) synergies of EUR 800 million after 5 years. This translates into an expected low to mid single-digit year-on-year OIBDA percentage growth (post Group Fees, pre exceptionals), primarily driven by synergies. In contrast, over half of the annual OIBDA growth in 2015 was driven by commercial & other cost savings principally relating to the reduction in new customer acquisition costs and handset subsidies from January 2015 in the context of our rational market strategy. In terms of capex development Telefónica Deutschland is pushing ahead in 2016 with the roll-out of the LTE network, focusing both on increasing coverage and adding capacity, with the target of reaching eye level with the competition in terms of customer network perception by year-end 2016. Capital expenditure is thus expected to grow in the low tens in year-on-year percentage terms in 2016, excluding any spectrum effects. From a balance sheet perspective, the company leverage target of at or below 1.0x net debt/OIBDA remains unchanged, as we continue to believe in a high level of financial flexibility while moving through the early years of the integration process. This leverage target will be continually reviewed. In terms of dividend policy, we view ourselves as a dividend-paying company with the intention to support a high payout ratio in relation to FCF, thus offering shareholders the potential for future dividend growth. We will consider expected future synergies when making dividend proposals. In 2015 the new Telefónica Deutschland successfully maintained its focus on three key strategic priorities: Maintaining market momentum, integrating quickly and transforming the company. Over the course of 2016 the company will shift focus from integration to transformation, all the while maintaining momentum in a rational but dynamic market environment. We will continue to build a company which will lead its peers both in terms of the way we approach our legacy business and in terms of our ability to drive innovation and the development of new business areas, most importantly Advanced Data Analytics and the Internet of Things. By continually improving our digital capabilities we strive to offer our customers the latest products, technology and services and thereby an element of choice in their daily lives, as the leading German digital 'onlife' telco.

Telefónica Deutschland's operating performance in 2015 At the end of December 2015 Telefónica Deutschland's access base stood at 48.4 million (+1.5% year-on-year) driven by a +2.2% year-on-year growth of the mobile base, which reached 43.1 million. In fixed-line, the year-on-year trend in the retail DSL business saw further improvement, while wholesale DSL continues to decline in line with expectations. The total fixed access base fell by 4.3% to 5.3 million. Net additions in mobile postpaid for 2015 were 709 thousand (198 thousand in Q4 2015), excluding the impact from the customer base harmonisation for business customers in the E-Plus Group in the fourth quarter (309 thousand and -202 thousand respectively in reported terms). Partner brands delivered a strong contribution in the form of 42% of gross additions (43% in the fourth quarter, in line with previous quarter). Lower year-on-year trading in the retail postpaid business reflects our strategic focus on retention over acquisition and the development of our customer base. At the end of December our mobile postpaid base reached 19.1 million accesses (+1.6% year-on-year), a broadly stable 44.3% share of total mobile customers. Prepaid registered 629 thousand net additions for the full year with a strong performance from partners and ended 2015 with 24.0 million accesses (+2.7% year-on-year). The fourth quarter saw 24 thousand net disconnections, mainly driven by seasonality after the strong activity seen in ethnic brands in the summer quarter. Postpaid churn in 2015 improved by 0.1 percentage points to 1.7% for the twelve months period excluding the one-time effect from customer base harmonisation. As a result of Telefónica Deutschland's continued focus on retention, the O₂ consumer brand reported an even lower churn of 1.4% for the same period. Smartphone penetration across all brands continued to rise and was up 5.5 percentage point year-on-year to 54.2% at the end of December (+1.4 percentage points quarter-on-quarter) driven by the continued high demand for data and smartphones in both the postpaid and the prepaid customer base. The LTE customer base continued to grow to 7.9 million (+12.6% quarter-on-quarter) by the end of December, reflecting the success of the LTE and data monetisation strategy, including the opening of the LTE network to the entire O₂ postpaid customer base. Mobile ARPU was EUR 10.5 (-3.2% year-on-year) in the fourth quarter and EUR 10.7 for the twelve months period (-2.2% year-on-year). Postpaid ARPU came to EUR 16.9 in the fourth quarter, a broadly stable 4.3% year-on-year decline as in the prior quarter, and EUR 17.2 for January to December 2015 (-4.2% year-on-year). The continued ARPU decline is both a reflection of the high share of wholesale gross adds and the legacy customer base mix. Prepaid ARPU continued to rise, reaching EUR 5.8 both in the fourth quarter of 2015 (+2.7% year-on-year) as well as for the full year (+4.7% year-on-year) on the back of growing data demand across the customer base. Retail fixed broadband trends further improved driven by the strong performance of VDSL, which registered 260 thousand net additions in 2015 (+55% year-on-year), thereof 73 thousand in the fourth quarter (+11.8% year-on-year). As a result, net disconnections for retail fixed BB fell to 5 thousand in the final quarter and 46 thousand for the full year 2015, less than half the equivalent figure for 2014. The total retail DSL customer base stood at 2.1 million at year-end. Fixed wholesale accesses continued their expected decline, registering 46 thousand net disconnections in the fourth quarter (141 thousand in 2015), as a result of the progressive decommissioning of the ULL (Unbundled local loop) broadband access infrastructure. Telefónica Deutschland's financial performance in 2015 Revenues came to EUR 7,888 million (+1.2% year-on-year) for the twelve months of 2015 and EUR 2,059 million in the fourth quarter (+2.0% year-on-year), with a strong contribution from handset sales. Mobile service revenues for 2015 were broadly stable year-on-year (+0.1%) at EUR 5,532 million, with the fourth quarter contributing EUR 1,378 million (-1.0% year-on-year) on the back of ongoing strong partner business performance. The company maintained its strategic focus on retention over acquisition and thus on the development of its own customer base. Mobile data revenues rose 0.2% year-on-year to EUR 2,840 million for the twelve months period (EUR 712 million or -1.5% year-on-year in the fourth quarter), driven by non-SMS data revenues which outweigh the further decline in SMS revenues. Non-SMS data revenues saw growth of 4.9% year-on-year, amounting to EUR 2,034 million in 2015 and EUR 517 million in the fourth quarter (+3.7% year-on-year). As such, the share of mobile data revenues in 2015 over total mobile service revenues remained broadly stable year-on-year at 51.3% while non-SMS data further grew its share of data revenues by 3.2 percentage points to 71.6%. Mobile data usage for LTE customers continued to show strong growth (+10% quarter-on-quarter to 1.2 Gb/month ) on the back of the adoption of LTE-enabled handsets and the growing usage of audio and video streaming applications. Adoption of tariff mix in the O₂ postpaid premium business saw another sequential improvement in the fourth quarter with approx. 40% of gross additions in O₂ Blue tariffs choosing a tariff with more than 1 Gb monthly allowance (approx. 37% in the previous quarter). The data automatic continued to prove successful amongst customers with the number of customers opted-in further increasing in the fourth quarter of 2015. Moreover, the rate of automatic extensions of monthly data allowances has increased to 77% of the opted-in customer base, from 54% in the third quarter. Handset revenues had a strong performance throughout 2015, reaching EUR 1,300 million for the full year (+16.3% year-on-year) and EUR 413 million in the fourth quarter (+17.9% year-on-year), thus reflecting the demand for LTE enabled devices and the Company's value based handset strategy. Fixed revenue trends continued to improve in the final months of the year with the rate of year-on-year decline moderating to -3.2% in the fourth quarter and -8.3% for the full year. Total fixed revenues came to EUR 266 million for the quarter and EUR 1,043 million for the full year respectively on the back of the growing traction in the retail DSL business. Consequently, its contribution to the year-on-year reduction also gradually improved from -4.8 percentage points in the second to -3.6 percentage points in the third and -3.1 percentage points in the fourth quarter. In addition, the fourth quarter of 2015 benefitted from taking spot trading opportunities in the carrier voice business. Other income amounted to EUR 265 million for 2015, including EUR 104 million resulting from the agreement with KPN on the final purchase price of E-Plus. Operating expenses including restructuring costs of EUR 73 million for the twelve months period and amounted to EUR 6,349 million in 2015, a reduction of 7.8% year-on-year. In the fourth quarter restructuring costs amounted to EUR 7 million. EUR 6,886 million of operating expenses in 2014 included restructuring costs of EUR 414 million. Excluding the before mentioned restructuring costs, operating expenses fell 3.0% year-on-year in 2015. - Supplies amounted to EUR 2,712 million in 2015 and EUR 747 million in the fourth quarter. In the October to December period 53% of supplies were hardware costs of sales and 41% connectivity-related cost of sales. - Personnel expenses including restructuring costs of EUR 4 million totalled EUR 655 million for January to December 2015 (EUR 155 million including before mentioned restructuring charges in the final quarter of the year) compared with EUR 1,051 million in the same period of 2014, of which around EUR 320 million were provisions with regards to the employee restructuring programme. Base salaries made up 76% of personnel expenses excluding restructuring costs. Other operating expenses amounted to EUR 2,982 million in the twelve months of 2015 (including restructuring expenses of EUR 69 million). In the fourth quarter operating expenses were EUR 733 million (62% commercial costs and 33% non-commercial costs), including restructuring charges of EUR 3 million and EUR 3 million expenses resulting from the agreement with KPN on the final purchase price of E-Plus. Operating Income before Depreciation and Amortisation (OIBDA) rose significantly in 2015 to EUR 1,804 million (EUR 570 million in the fourth quarter). OIBDA before exceptional effects16 and after group fees came in at EUR 1,760 million, an increase of 20.5% year-on-year in the twelve months period and of 34.1% in the final quarter of 2015. The substantial OIBDA growth reflects the early capture of integration synergies as well as a reduction in commercial costs driven by the company's commercial strategy. In-year savings from integration activities (OPEX & revenue) amounted to EUR 140 million and contributed >50% to the year-on-year OIBDA increase in the fourth quarter. The OIBDA margin was 22.9% for the full year 2015 and 22.3% before exceptional effects , the latter reflecting an improvement of 3.6 percentage points versus the same period of 2014. In the fourth quarter of 2015 the OIBDA margin before exceptional effects came to 23.1% (+5.5 percentage points year-on-year). Group fees amounted to EUR 54 million in the full-year 2015 and EUR 16 million in the fourth quarter. Depreciation & Amortisation amounted to EUR 2,067 million for 2015, compared to EUR 1,300 million reported in 2014. The strong increase over last year's reported numbers is mainly driven by the inclusion of the E-Plus Group as of 1 October 2014, especially the resulting amortisation of customers and licenses, as well as from the shortening of the remaining useful life of the consolidated networks. With respect to the spectrum assets acquired in the frequency auction in the second quarter (book value of EUR 1,198 million at the end of December 2015 including capitalised costs on borrowed capital), the renewed licenses in the 900 and 1800 MHz bands will begin to be amortised from January 2017, while the newly acquired spectrum in the 700 MHz band will be amortised after its final release by the authorities which is expected in 2017. Operating loss showed an improvement of EUR 358 million compared to FY 2014 and stood at EUR -263 million for the period January to December 2015 (EUR 49 million in the fourth quarter), as depreciation & amortisation charges still exceed OIBDA. The net financial result for the twelve months of 2015 was negative in the amount of EUR 48 million and EUR 12 million in the fourth quarter. This was mainly the result of various financing activities including the bonds issued in November 2013 and February 2014 as well as promissory note executed in March 2015, and interest expenses from finance lease obligations. The Company reported an income tax expense for January to December 2015 of EUR 72 million, mainly relating to changes in deferred taxes. The result for full year 2015 came to EUR -383 million (EUR -35 million for October to December). CapEx (excluding investments in spectrum) fell 11.1% year-on-year to EUR 1,032 million for the full year; in the final quarter investments were 25.0% lower year-on-year at EUR 328 million. The increase in the rate of reduction in the fourth quarter was mainly due to phasing and the realisation of CapEx synergies which outweighed network integration costs and investments in the LTE rollout. Operating cash flow (OIBDA minus CapEx) for the twelve months period of 2015 was EUR 670 million and EUR 140 million in the fourth quarter. Excluding exceptional effects , operating cash flow in 2015 more than doubled compared to prior year. Free Cash Flow (FCF) reached EUR 700 million in 2015, of which EUR 58 million were proceeds from the sale of yourfone GmbH in the first quarter. FCF includes restructuring effects but excludes the effect from the agreement with KPN on the final purchase price of E-Plus. Working capital movements of EUR 29 million were mainly driven by changes in the restructuring provision as well as regular working capital movements which include silent factoring transactions for O₂ myHandy receivables. These were partly offset by the upfront payment of EUR 150 million received in July 2015 from the MBA MVNO contract with Drillisch. Consolidated net financial debt stood at EUR 1,225 million at the end of December 2015, bringing the leverage ratio down to 0.7x. The increase versus prior year was mainly due to the payment for long-term investments in spectrum licenses (EUR 978 million out of a total consideration of EUR 1,198 million) in June 2015 and other financing activities. The Company also paid a EUR 714 million dividend for the financial year 2014 in May 2015. The before mentioned effects were partly offset by an up-front payment received from Drillisch in July 2015 with regards to the launch of the MBA MVNO contract (EUR 150 million), the effect from the payment by KPN (EUR 132 million) resulting from the agreement on the final purchase price for the E-Plus Group as well as by the Free Cashflow19 of EUR 700 million that was generated in the period. APPENDIX - DATA TABLES Please refer to the following link to access the download of the data tables. Thank you. https://www.telefonica.de/investor-relations-en/financial-publications/q4- 2015-fy-2015.html Further information Telefónica Deutschland Holding AG Investor Relations Georg-Brauchle-Ring 23-25 80992 München Veronika Bunk-Sanderson, Director Investor Relations Marion Polzer, Senior Manager Investor Relations Pia Hildebrand, Investor Relations Officer (t) +49 89 2442 1010 ir-deutschland@telefonica.com www.telefonica.de/investor-relations Disclaimer: This document contains statements that constitute forward-looking statements and expectations about Telefónica Deutschland Holding AG (in the following "the Company" or "Telefónica Deutschland") that reflect the current views and assumptions of Telefónica Deutschland's management with respect to future events, including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations which may refer, among others, 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. Forward-looking statements are based on current plans, estimates and projections. The forward-looking statements in this document can be identified, in some instances, by the use of words such as "expects", "anticipates", "intends", "believes", and similar language or the negative thereof or by forward-looking nature of discussions of strategy, plans or intentions. Such forward-looking statements, by their nature, are not guarantees of future performance and are subject to risks and uncertainties, most of which are difficult to predict and generally beyond Telefónica Deutschland's control and other important factors that could cause actual developments or results to materially differ from those expressed in or implied by the Company's forward-looking statements. These risks and uncertainties include those discussed or identified in fuller disclosure documents filed by Telefónica Deutschland with the relevant Securities Markets Regulators, and in particular, with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). The Company offers no assurance that its expectations or targets will be achieved. Analysts and investors, and any other person or entity that may need to take decisions, or prepare or release opinions about the shares / securities issued by the Company, are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date of this document. Past performance cannot be relied upon as a guide to future performance. Except as required by applicable law, Telefónica Deutschland undertakes no obligation to revise these forward-looking statements to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telefónica Deutschland's business or strategy or to reflect the occurrence of unanticipated events. The financial information and opinions contained in this document are unaudited and are subject to change without notice. This document contains summarised information or information that has not been audited. In this sense, this information is subject to, and must be read in conjunction with, all other publicly available information, including if it is necessary, any fuller disclosure document published by Telefónica Deutschland. None of the Company, its subsidiaries or affiliates or by any of its officers, directors, employees, advisors, representatives or agents shall be liable whatsoever for any loss however arising, directly or indirectly, from any use of this document its content or otherwise arising in connection with this document. This document or any of the information contained herein do not constitute, form part of or shall be construed as an offer or invitation to purchase, subscribe, sale or exchange, nor a request for an offer of purchase, subscription, sale or exchange of shares / securities of the Company, or any advice or recommendation with respect to such shares / securities. This document or a part of it shall not form the basis of or relied upon in connection with any contract or commitment whatsoever. These written materials are especially not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Canada, Australia, South Africa and Japan. 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 there from. 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.

25.02.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP 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 Internet: www.telefonica.de ISIN: DE000A1J5RX9 WKN: A1J5RX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart; Terminbörse EUREX TecDAX End of News DGAP News Service

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