ff72d5b9-bc32-4fb9-8806-822bd0161ae2.pdf



RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIES

General Secretary and Secretary to the Board of Directors

TELEFÓNICA, S.A.



In accordance with Article 47 of Royal Decree 1362/2007 of October 19, and Article 82 of the Spanish Stock Market Act, (Ley del Mercado de Valores), TELEFÓNICA, S.A. hereby discloses the following


RELEVANT INFORMATION


In connection with the long-term incentive plan consisting in the granting of shares of Telefónica, S.A. - called Performance & Investment Plan ('PIP')- aimed at Telefonica Group Executives including Executive Directors of Telefónica, S.A., and approved by the Annual General Shareholders Meeting held on May 30, 2014, it is informed that the Board of Directors of Telefónica, S.A., following a relevant favorable report of the Nominating, Compensation and Corporate Governance Committee, has approved, with regard to the second cycle (2015- 2018) of the aforementioned Plan, the amount of theoretical shares to be assigned to the Executive Board Members and Directors of the Company that are detailed in the Schedule attached, and the maximum possible number of shares to be received by them, in the event of fulfillment of the Co-investment requirement and of maximum achievement of the Total Shareholder Return (TSR) established on the aforementioned Plan.


The number of theoretical shares assigned to this second cycle (2015-2018) is the same as the one assigned in the first cycle (2014-2017) at this time last year.


Madrid, October 28, 2015.


SPANISH NATIONAL SECURITIES MARKET COMMISSION - MADRID -



SCHEDULE I


List of Directors and Executives who are Beneficiaries of the Performance & Investment Plan (Second cycle / 2015-2018)





First name and surname Theoretical shares assigned

(without co-investment)

% Share Capital Maximum Number of Shares *


% Share Capital


Mr. César Alierta Izuel

324,000

0.006

506,250

0.010

Mr. José María Álvarez-Pallete López

192,000

0.003

300,000

0.006

Mr. Ángel Vilá Boix

120,000

0.002

187,500

0.003

Mr. Guillermo Ansaldo Lutz

104,000

0.002

162,500

0.003

Mr. Ramiro Sánchez de Lerín García-Ovies


60,000


0.001


93,750


0.001

Mr. Eduardo Navarro de Carvalho


60,000


0.001


93,750


0.001


* Maximum number of shares to receive in case of fulfillment of the co-investment requirement and of maximum achievement of the TSR objective.

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