TEF - Pricing Mandatory

TELEFÓNICA, S.A., pursuant to the provisions of Article 82 of the Securities Market Act, hereby notifies the following

SIGNIFICANT EVENT

Further to Relevant Event published yesterday in relation to the issue by Telefónica, S.A. (the "Company"), through its wholly-owned subsidiary Telefónica Participaciones, S.A.U., of notes (the "Notes") mandatorily convertible into new and/or existing shares of the Company (the "Shares"), we hereby announce that, upon conclusion of the bookbuilding process carried out by the Joint Bookrunners, the final terms of the Notes have been established as set forth below:

1. The final amount of the issue is 1,500 million euros.

2. The Notes, which have been issued at par value, will mature on 25 September 2017, and will be mandatorily converted into new and/or existing shares of the Company.

3. The Notes will accrue a nominal fixed interest rate of 4.9% per annum, payable annually.

4. The minimum conversion price of the Notes will be equal to 11.9000 euros per share and the maximum conversion price will be equal to 14.5775 euros per share, resulting in a premium equal to 22.5% over the minimum conversion price.

In relation with the accelerated bookbuilding process of shares of the Company conducted by the Joint Bookrunners on behalf of the subscribers of the Notes to hedge their position, without the involvement of the Company, we inform that the number of shares placed pursuant to such offering is 44,111,746, representing 0.97% of the share capital of the Company, and that the offering has been done at a price of 11.9000 euros per share.

Madrid, 11 September 2014.

Disclaimer

THIS DOCUMENT IS NOT FOR GENERAL DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF BENEFIT OF, ANY US PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.