Telefónica S A : Otros Hechos De Importancia

**Updated with CIL and FMV Dividend Announcement

28-Jun-22	10:06 AM

To: New York Stock Exchange

20 Broad St. 8th Floor

New York, NY 10005

Please be advised of the following dividend information:

Approximate
Final	X

DR Program: TELEFONICA S.A.

CUSIP:	879382208
ISIN:	US8793822086
Ticker:	TEF
Country:	Spain
Ratio (ORD:ADR):	1 : 1
Type of Distribution:			Optional Cash/Stock
Ordinary Record Date:	02-Jun-22
ADR Record Date:	02-Jun-22

The Executive Commission of Telefonica S.A. has adopted on May 25, 2022, appropriate corporate resolutions related to a scrip dividend (approved by shareholders at the 2022 Annual Shareholders' which will be available to holders of Telefonica ADS. As a result, ADS holders will have the opportunity to decide whether they prefer to receive the scrip dividend in cash or newly issued ADSs.

Pursuant to the scrip dividend, shareholders will receive one free right for every share held on the Record Date. No rights will be issued or distributed to holders or beneficial owners of ADSs.

At the request of Telefonica, S.A, the Depositary has implemented a process that enables the ADS

holders to instruct the Depositary to act with respect to the rights corresponding to the shares underlying their ADSs according to one of the following options. Partial elections are not permitted.

Option 1 Stock:	Receive newly issued Telefonica, S.A., ADSs at the Conversion Ratio
	of 31 rights per new Telefonica ADS.
	Cash-in-Lieu rate will be announced upon sale of fractional shares.
	This option is not subject to the 19% Spanish withholding tax.
	Please refer to DTC Important Notice for the EDS option.
	THIS IS THE DEFAULT OPTION.
Stock Rate:	3.22580645%
Stock Dividend Fee per
Record Date share held
$:	0.025
Payment Date:	6/27/2022
Cash-in-Lieu Rate $:	5.03 **
Cash-in-Lieu Payment
date:	7/7/2022 **
Fair Market Value $:	5.27 **

Firmado Digitalmente por:

CHRISTIANN ANTONIO

HUDTWALCKER ZEGARRA

Fecha: 28/06/2022 02:12:43 p.m.

28-Jun-22	10:06 AM

Option 2 Cash

Proceeds: Receive the proceeds from the sale of rights to Telefonica, S.A., which will purchase the rights at the Fixed Price of Euro 0.148, effectively allowing the conversion of those rights into cash. The Depositary will convert the proceeds of the

sale into USD, with the result that the amount you receive will depend on the euro/dollar exchange rate. This option is subject to the 19% Spanish withholding tax.

Please refer to DTC Important Notice for the EDS option.

Fixed Price (EUR):	0.148
F/X Conversion Rate :	1.0478070
US Payment Date:	6/27/2022
Gross Rate $:	0.1550750
			Tax Relief
Tax Rate	Tax Amount $	Disbursement Fee $	Fee $	Local Market Fee $	Net $
0.00%	0.000000	0.025000	0.005000	0.000681	0.124394
10.00%	0.015508	0.025000	0.005000	0.000681	0.108886
15.00%	0.023261	0.025000	0.005000	0.000681	0.101133
19.00%	0.029464	0.025000	0.000000	0.000000	0.100611

Option 3 Cash

Proceeds: Cash proceeds from sale of all rights in Spanish open market (not subject to Spanish withholding tax - this option to be used ONLY for investors not resident in Spain for tax purposes). By electing this option, the ADR holder is certifying that she/he is not resident

in Spain for tax purposes. This option is not subject to the 19% Spanish withholding tax.

Please refer to DTC Important Notice for the EDS option.

Rights Sale Price (EUR):	0.14720000
F/X Conversion Rate :	1.0441000
US Payment Date:	6/27/2022
Gross Rate $:	0.1536910

Disbursement	Local Sale and
Fee $	Commission Fee $	Net $
0.0250000	0.0001080	0.1285830

Option 4 Cash

Proceeds: Cash proceeds from sale of all rights in Spanish open market less 19%

Spanish withholding tax (this option to be used ONLY for investors resident in Spain for tax purposes). By electing this option, the ADR holder is certifying that she/he is resident in Spain for tax purposes, and therefore is required to provide the Depositary with the requested information (including full name, full address (for Spanish tax purposes) and Spanish Fiscal Identification Number (NIF)). IF ADR HOLDER FAILS TO PROVIDE THE DEPOSITARY WITH THE REQUESTED INFORMATION, SHE/HE WILL BE DEEMED TO HAVE ELECTED OPTION #1.

Please refer to DTC Important Notice for the EDS option.

Rights Sale Price (EUR):	N/A
F/X Conversion Rate :	N/A
US Payment Date:	N/A
Gross Rate $:	N/A

Tax Rate	Tax Amount $ Disbursement Fee $	Net $
19.00%	0.000000	N/A	0.000000

Questions may be directed to Keith Balwan at [phone] Email: [e-mail]

Foreign Exchange Pricing Disclosure

Citibank, N.A. (the "Depositary") may execute depositary receipt foreign currency transactions ("Conversions") itself or through its affiliates or agents (the "Conversion Providers") and it may act as principal counterparty and not as agent, advisor, broker or fiduciary for such transactions. The Depositary has no obligation to obtain the most favorable exchange rate, makes no representation that the exchange rate is a favorable rate, and expressly disclaims liability for any direct or indirect losses associated with the exchange rate. The Depositary, or its Conversion Providers, may earn and retain revenue on executed Conversions based on, among other things, the difference between the exchange rate it assigns to the transaction and the exchange rate that it pays and receives for purchases and sales of currencies when buying or selling foreign currency for its own account (the "Spread"). When the Depositary or any entity, division, or business unit affiliated with the Depositary performs a Conversion related to a cash distribution, such Spread shall be no more than 20 (twenty) basis points for any Conversion. Notwithstanding the foregoing, in some instances (i) Conversions may be managed and executed by unaffiliated third-parties ("Unaffiliated Conversion Providers"), and, for such Conversions, the foreign exchange rate applied by the Unaffiliated Conversion Providers will be the exchange rate given to depositary receipt holders; and (ii) Conversions may be managed at the discretion of the issuer that sponsors the depositary receipt program (the "Issuer"), meaning that the Issuer may: (a) convert foreign currency independent of the Depositary and/or its Conversion Providers; and/or (b) provide cash distributions to the Depositary in US dollars at a conversion rate determined by the Issuer. More information regarding the Depositary's Conversion practices is available at: www.citi.com/dr.

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