Stut­tgart/Ham­burg – Multinational law firm CMS has advised the management board of Telefónica Deutschland in connection with the delisting acquisition offer of Telefónica Local Services GmbH, a wholly-owned subsidiary of Telefónica, S.A. The public delisting acquisition offer was successfully completed on expiry of the acceptance period at midnight (CEST) on 18 April 2024. As of last Friday, Telefónica Deutschland is no longer listed on the Frankfurt Stock Exchange. The management board and supervisory board of Telefónica Deutschland had already responded to a partial acquisition offer of Telefónica Local Services GmbH in a joint opinion issued in December 2023, having been advised by both law firms. On 26 March 2024, another joint reasoned opinion was issued with respect to the bidder’s renewed offer in relation to the public delisting acquisition offer for all Telefónica Local Services GmbH shares in Telefónica Deutschland that were not directly held by the bidder, at a price of EUR 2.35 in cash. The management board and supervisory board recommended that the shareholders accept the offer. In total, Telefónica, S.A. directly and indirectly held approximately 94.35% of the shares in Telefónica Deutschland at the beginning of the offer period. The offer was aimed at acquiring the remaining 5.65% of the shares. It values Telefónica Deutschland at around EUR 7 billion and the outstanding stake at just under EUR 400 million. Dr Karsten Heider, a partner at law firm CMS and advisor to the management board of Telefónica Deutschland, commented: “It has once again been a great pleasure to advise Telefónica Deutschland on this interesting transaction, including conclusion of the delisting agreement and delisting procedure on the Frankfurt Stock Exchange.”CMS previously advised the management board of Telefónica Deutschland Holding AG in connection with all aspects of the offer made by Telefónica, S.A. to the shareholders of Telefónica Deutschland Holding AG in December 2023 for acquisition of its approximately 551 million shares by its wholly-owned subsidiary Telefónica Local Services GmbH. In particular, the team assisted Telefónica Deutschland around issuing the reasoned opinion on the offer required under the German Securities Acquisition and Takeover Act (WpÜG). The acquisition offer was accepted with regard to around 234 million shares within the acceptance period, which ended on 17 January 2024. CMS Germany Dr Karsten Heider, Co-Lead Partner Dr Henrik Drinkuth, Co-Lead Partner Dominik von Zehmen, Counsel Carola Kürten, Senior Associate, all Corporate/M&A Telefónica Deutschland Holding AG Legal Department Marcel Ritter, General Counsel & Compliance Officer Petra Mitzlaff, Head of Capital Markets LawThe supervisory board of Telefónica Deutschland Holding AG received legal advice from Pinsent Masons. Press Con­tact presse@cms-hs. com

Ham­burg/Stut­tgart – Spanish tele­com­mu­nic­a­tions group Telefónica S.A. intends to fully acquire its German subsidiary, which operates under the brand name O2. To do this, the parent company made an offer to the shareholders of listed company Telefónica Deutschland Holding AG to acquire their approximately 551 million shares, representing around 18.52% of the share capital. The offer was made on 5 December 2023 through its wholly-owned subsidiary Telefónica Local Services GmbH. The acceptance period for the offer ended on 17 January 2024. The offer price per share was EUR 2.35 in cash, making the acquisition offer worth around EUR 1.3 billion. The offer was accepted by a total of some 234 million shares within the acceptance period. When the time limit expired, Telefónica S.A. had a total direct or indirect holding of around 93.1% in Telefónica Deutschland Holding AG.A CMS team headed by Dr Henrik Drinkuth and Dr Karsten Heider advised the management board of Telefónica Deutschland Holding AG on all legal aspects of the acquisition offer. Telefónica Deutschland has relied on the expertise of CMS for many years, with a recent example being the advice provided on a fibre optic joint venture with Telefónica Infra and Allianz. CMS Germany Dr Henrik Drinkuth, Partner Dr Karsten Heider, Partner, both Lead Dominik von Zehmen, Counsel Carola Kürten, Senior Associate, all Corporate/M&APress Con­tact presse@cms-hs. com

The importance of ESG-compliant action for companies should not be underestimated. Many customers, investors, business partners and frequently also company management itself attach great importance to operating responsibly and ecologically. In our new "Update Corporate Law" podcast, Dr Daniel Otte and Carola Kürten talk about the increasing importance and diverse nature of E, S and G in a corporate context, as well as other relevant aspects. Topics covered include ESG reporting obligations, particularly the changes that the Corporate Sustainability Reporting Directive (CSRD) brings for companies. Have a listen.