ADR PROGRAM

The basics

What is an American Depositary Receipt (ADR)?

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Also, ADR dividends are paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors, and to provide a corporate finance vehicle for non-U.S. companies.

What is the difference between an ADR and an ADS?

An American Depositary Receipt (ADR) is the actual physical certificate whereas an American Depositary Share (ADS) is the actual share. The term "ADR" is often used to mean both the certificates and the securities themselves.

What are the benefits of ADRs?

ADRs allow you to diversify your portfolio to hold foreign securities easily. In addition, ADRs trade, clear and settle in accordance with U.S. market regulations and permit prompt dividend payments in U.S. dollars and corporate action notification.

Who can hold ADRs?

ADRs can be held by retail investors and institutions.

 

Share dealing

Where do Telefonica’s ADRs trade?

ADRs representing stock in Telefonica, S.A., have been listed and traded on the New York Stock Exchange under the ticker symbol TEF since 1987. Since year 2000, Telefónica´s ADSs are also listed for trading on the Lima Stock Exchange in Lima, Perú.

As of December 31, 2016, Telefonica’s ADR outstanding, represented 2.62% of Telefonica’s total shares outstanding.

What is the ADR-to-Share Ratio of Telefónica´s ADRs?

Each Telefónica´s ADR represents one (1) ordinary share of Telefónica.

Effective on January 21, 2011, the ADR-to-Share ratio in Telefonica's ADRs was changed from 1 ADR to 3 Shares to 1 ADR to 1 Share.

Where can I find U.S. cost basis information related to this ratio change?

U.S. cost basis information related to this ratio change is available under "Company Corporate Actions" at www.citi.com/dr at the following link: https://wwss.citissb.com/adr/notices/previewPdf.aspx?caId=172

How can I buy and sell Telefonica ADRs?

You can buy and sell Telefonica ADRs through a U.S. broker, just as you would do with U.S. securities.

 

ADR ownership

Who administers Telefonica’s ADR program?

Telefonica’s ADR program is administered by Citibank, and ADR inquiries may be directed to the address below:

Citibank, N.A.
Shareholder Services
P.O. Box 43077
Providence, RI 02940-3077

Email: Citibank@shareholders-online.com
Fax.: 1-201-324-3284

You can also call toll-free at 1-877-CITI-ADR (248-4237). Shareholder Service Representatives are available Monday through Friday, 8:30am to 6:00pm (EST).

 

Annual General Meeting (AGM)

Do ADR holders receive the agenda for the AGM prior to the meeting?

Yes, ADR holders receive the agenda, proxy material and voting instructions (in English) prior to the AGM.

Are ADR holders entitled to vote at the AGM?

Yes, ADR holders are entitled to vote by proxy which is then exercised on their behalf by the depositary bank, Citibank. Votes of the ADR holders are included in the final tabulation.

 

Dividends

How are ADR dividends paid and taxed?

Dividends are paid in U.S. dollars. ADR holders should consult their tax advisors concerning the specific Spanish and U.S. federal, state and local tax consequences of the ownership and disposition of ADRs in light of their particular situation, as well as any consequences arising under the laws of any other taxing jurisdiction.

Where can I find recent dividend and corporate action information on Telefonica?

For recent dividend and corporate action information on Telefonica, the “DR Universe” section atwww.citi.com/dr. is an excellent resource. Click on the "Corporate Actions" or "Dividend Announcements" pages to search for information. Historical dividend information is available at the following link.

Can I have my dividends directly deposited into my bank account?

If you are a registered holder, you can contact Citi’s Shareholder Services for an Authorization Form to set up the direct deposit of dividends to your designated bank account on the U.S. payable date. You can also authorize direct deposit online at www.citi.com/dr in the Computershare Investor Centre at the following link.