RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIES

General Secretary and

Secretary to the Board of Directors

TELEFÓNICA, S.A.

TELEFÓNICA, S.A. (Telefónica) as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de Valores), hereby reports the following

SIGNIFICANT EVENT

Following the Significant Event registered on March 26, 2015, and once the relevant regulatory authorizations have been obtained, Telefónica announces that the Extraordinary General Shareholders Meeting of Telefónica Brasil, S.A. held yesterday 28 May, 2015, has approved the acquisition of Global Village Telecom, S.A. and its holding company GVT Participações, S.A., collectively ( "GVT"), to Vivendi, S.A., as well as the issuance of shares of Telefonica Brasil to Vivendi, S.A. as partial payment of the purchase price of the shares of GVT.

Consequently, the closing of this acquisition for an amount of 4,663 million euros (through payment in cash and debt assumption) has been formalized, as well as the delivery of 12% of the share capital of the new Telefonica Brasil resulting from the integration. Vivendi, S.A.  will exchange 4.5% of this interest for 8.3% of the ordinary shares of Telecom Italia in the coming weeks.

See Press release attached.

http://www.rns-pdf.londonstockexchange.com/rns/6019O_-2015-5-29.pdf 

Madrid, May 29, 2015