EQS-Adhoc: Telefónica Deutschland intends to delist, delisting agreement signed, Telefónica Local Services plans delisting acquisition offer, expected change to dividend policy

Telefónica Deutschland Holding AG intends to delist, Delisting agreement with Telefónica Local Services GmbH signed, Telefónica Local Services GmbH plans delisting acquisition offer at EUR 2.35 per share, expected change in dividend policy

Munich, 7 March 2024. Telefónica Deutschland Holding AG (ISIN DE000A1J5RX9) (‘Telefónica Deutschland’ or ‘Company’) has today signed a delisting agreement with Telefónica Local Services GmbH (‘Bidder’), who owns slightly less than 8% of the shares in the Company and whose parent company Telefónica, S.A. holds including the shares of the Bidder more than 94% of the shares in the Company.

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.

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 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.

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.

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.