Increase in the offer for Brasilcel

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

SIGNIFICANT EVENT

Further to the significant event released on June 2, 2010 with regard to the binding and unconditional offer submitted by Telefónica (the "Offer") for the acquisition, directly or through any of the companies within its Group, of 50% of the capital stock of the Dutch company BRASILCEL, N.V. (which is jointly owned by Telefónica and Portugal Telecom, SGPS, S.A. and is beneficial owner of shares representing, approximately, 60% of the capital stock of the Brazilian company Vivo Participações, S.A.), Telefónica hereby informs that, on the day of today, has submitted to Portugal Telecom, SGPS, S.A. an increase in the price of the Offer so that new price would amount to Euros 7,150 million (seven thousand one hundred and fifty million Euros).

It is hereby attached the text of the new offer that has been submitted to Portugal Telecom, SGPS, S.A.

http://www.rns-pdf.londonstockexchange.com/rns/4793O_-2010-6-29.pdf 

Madrid, June 29, 2010.