RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIES

 General  Secretary and

Secretary to the Board of Directors

TELEFÓNICA, S.A.

TELEFÓNICA S.A., pursuant to article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), hereby reports the following

SIGNIFICANT EVENT

TELEFÓNICA COMPLETES THE CAPITAL INCREASE WITH A DEMAND OF 3.7 TIMES

In relation to the Significant Event published on 26 March 2015, it is informed that, upon the expiration of the preemptive subscription period and additional shares allocation period provided for in the securities note regarding a share capital increase of Telefónica, S.A., registered in the Official Registries of the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) on 26 March 2015 (the "Securities Note"), 281,213,184 shares have been subscribed for, amounting to gross proceeds of 3,048,350,914.56 euros, as detailed below:

(i)            Preemptive Subscription Period: during the Preemptive Subscription Period, which ended on 12 April 2015, 278,829,780 shares of Telefónica, S.A., representing a 99.2% of the shares offered in the share capital increase, have been subscribed for, leaving 2,383,404 shares available for allocation during the following periods.

(ii)           Additional Shares Allocation Period: 771,422,480 additional shares of Telefónica, S.A. were requested. Given that the number of additional shares requested has exceeded the 2,383,404 shares available for allocation, the agent bank of the share capital increase has determined the allotment of such shares as provided for in the Securities Note. The number of additional shares allocated to each petitioner has represented, approximately, 0.309% of the additional shares requested.

The total number of shares subscribed during the preemptive subscription period plus the additional shares requested represents a demand of 3.7 times the shares offered in the share capital increase.

Consequently, given that all of the shares under the share capital increase have been fully subscribed for, there has been no Discretionary Shares Allocation period, and Telefónica, S.A. hereby declares that the share capital increase has been fully subscribed.

In addition, it is reported that, on the present day, Telefónica, S.A. has granted the public deed evidencing the share capital increase, and is processing its registration with the Commercial Registry of Madrid.

Madrid, 17 April 2015.

Disclaimer

This document may not be distributed, directly or indirectly, in any jurisdiction in which said distribution is contrary to the applicable laws.

This document may not be considered as a prospectus and is not an offer or a solicitation to buy, sell, subscribe or exchange the securities issued or to be issued by Telefónica, S.A. No such offer in relation to said securities shall be conducted in any jurisdiction in which said offer is illegal.

Those residents in jurisdictions other than Spain who have access to this document shall seek information regarding the legal restrictions that may be applicable, both relative to the distribution of this document and its content, and shall comply with them accordingly.

Telefónica, S.A. has filed a registration statement (including a prospectus), with the U.S. Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented from time to time, the "prospectus") in that registration statement and other documents Telefónica, S.A. has filed with the SEC for more complete information about Telefónica, S.A. and this offering. You may get these documents for free by visiting the SEC web site (www.sec.gov).

This document is not an offer for sale of securities in the Republic of Peru and the securities referred to herein may not be offered or sold in the Republic of Peru, unless such offer is authorized or falls under an exception of authorization pursuant the applicable law.