Telefónica Deutschland Holding AG intends to delist from stock exchange

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- - - UPDATE 19 April 2024 - - -

The Frankfurt Stock Exchange has informed Telefónica Deutschland Holding AG (‘Telefónica Deutschland’) on 15 April 2024, that the Company’s application for revocation of the admission of Telefónica Deutschland shares (ISIN: DE000A1J5RX9) to trading in the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) has been approved.

Delisting became effective as of the end of 18 April 2024. Since then Telefónica Deutschland shares can no longer be traded at the Frankfurt Stock Exchange and follow-up obligations from the listing no longer apply.

- - - END OF UPDATE - - -

Telecommunications provider signs delisting agreement with bidder Telefónica Local Services GmbH

Management Board and Supervisory Board see delisting as favourable with regards to strategic and financial considerations

Public delisting acquisition offer of 2.35 Euro per Telefónica Deutschland share.

Annual General Meeting will take place after the settlement of the delisting offer and no earlier than Mid-June 2024

Telefónica Group supports dividend proposal for financial year 2023, no intention to support further dividend distribution for financial years after 2023

Telefónica Deutschland Holding AG today signed a delisting agreement with Telefónica Local Services GmbH. Telefónica Local Services is a wholly-owned subsidiary of the telecommunications group Telefónica S.A. with headquarters in Madrid. In total, Telefónica S.A. directly and indirectly holds more than 94 percent of the shares in Telefónica Deutschland. Considering all circumstances, Telefónica Deutschland's Management Board and Supervisory Board have concluded that the signing of the delisting agreement and the delisting are 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. Against this background, Telefónica Deutschland has agreed to support the delisting acquisition offer subject to the review of the offer document and within the scope of its legal obligations. Without undue delay after publication of the offer document, the Management Board and the Supervisory Board will issue a reasoned statement pursuant to section 27 WpÜG on the delisting acquisition offer of Telefónica Local Services GmbH. Based on this delisting agreement, Telefónica Deutschland shall apply for revocation of the admission of Telefónica Deutschland shares to the regulated market (so-called delisting) after publication of a public delisting acquisition offer by Telefónica Local Services GmbH.

“The Telefónica Group's investment is a great commitment to Telefónica Deutschland. It is a vote of confidence in our business and, above all, our employees here in Germany. Due to the reduced share liquidity, a delisting is in the best interest of all stakeholders,” says Markus Haas, CEO of Telefónica Deutschland. “The remaining free float is low at less than six percent and the associated demand from private and institutional investors is reduced as well. We therefore want to delist our company from the stock exchange. This is a step that promises to further simplify the processes and structures in the Telefónica Group as a whole and to make the company even more flexible and long-term oriented.” In the delisting agreement, the Bidder has committed to launch a public delisting acquisition offer to Telefónica Deutschland shareholders in the form of a cash offer to acquire all shares of the Company not already directly held by the Bidder against the payment of a cash compensation of EUR 2.35 per Telefónica Deutschland share. The Delisting Agreement provides that the consideration offered to the holders of Telefónica Deutschland shares in the offer document shall be EUR 2.35 per Telefónica Deutschland share and ran from December 5, 2023 to January 17, 2024.

The Delisting Agreement provides that the consideration offered to the holders of Telefónica Deutschland shares in the offer document shall be EUR 2.35 per Telefónica Deutschland share and will comply with the statutory minimum price rules pursuant to § 39 para. 3 sentence 2 of the German Stock Exchange Act (“BörsG”) in conjunction with § 31 German Securities Acquisition and Takeover Act (“WpÜG”) and the applicable provisions of the WpÜG Offer Regulation. The Delisting will become effective after the expected decision of the Frankfurt Stock Exchange on the application for revocation of the admission of the Telefónica Deutschland shares. As soon as the revocation of the listing becomes effective, Telefónica Deutschland Holding AG's shares will no longer be admitted to trading on any domestic regulated market or a comparable market abroad and will no longer be traded. Against the background of the planned delisting, the originally envisaged date in May for the Company's Annual General Meeting will be postponed to a later date, yet to be announced. In any event, the AGM will take place after the settlement of the delisting offer and no earlier than Mid-June 2024. The Bidder and its parent company Telefónica, S.A. have informed the Company that, apart from the dividend for the financial year 2023, they currently do not intend to support the distribution of dividends for further financial years.

O₂ Telefónica is a leading full-service provider of telecommunications services for consumers and business customers. The portfolio of the core brand O₂ and various secondary and partner brands includes not only traditional telephony and Internet connections but also innovative digital services in the area of the Internet of Things and data analysis. In mobile communications, O₂ Telefónica serves more than 45 million mobile lines (incl. M2M - as of December 31, 2023). No other network operator connects more people in this country. The company's high-performance, award-winning mobile network reaches over 99 percent of the population. In the fixed network, O₂ Telefónica offers its customers the greatest technological diversity and geographical availability of any provider in Germany. Telefónica Deutschland Holding AG has been listed in on the Frankfurt Stock Exchange since. In fiscal year 2023, the company generated revenues of EUR 8.6 billion with around 7,500 employees. The company is majority-owned by the Madrid-based Spanish telecommunications group Telefónica S.A., one of the largest telecommunications groups in the world.