Increase in offer for Brasilcel, N.V.

Telefónica, S.A. ("Telefónica"), as provided in article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores) and following instructions from the Spanish Securities Market Commission, hereby reports the following

SIGNIFICANT EVENT

Yesterday, on June 1st, Telefónica submitted to Portugal Telecom, SGPS, S.A. ("PT") a binding and unconditional offer for the acquisition by Telefónica (directly or through any of the companies within its Group) of 50% of the share capital of Brasilcel, N.V., company jointly owned by PT and Telefónica (50% each), and which holds about 60% of the share capital of the Brazilian company Vivo Participações, S.A.. The offer was launched in the terms and conditions provided for in the Offer document, attached hereto. 

Madrid, June 2, 2010