SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TELEFÓNICA, S.A.

(Name of Issuer)

Ordinary Shares, nominal value 1.00 euro per share

(Title of Class of Securities)

879382208*

(CUSIP Number)

CRITERIA CAIXA, S.A.U.

Avenida Diagonal, 621

08028, Barcelona, Spain

Attn: Adolfo Feijóo Rey

General Counsel

Tel: +34 93 409 21 21

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

* The CUSIP number is for the American Depositary Shares, each representing one Ordinary Share. No CUSIP number exists for the underlying Ordinary Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D

CUSIP No. 879382208*

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CRITERIA CAIXA, S.A.U.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Spain

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH	7	SOLE VOTING POWER 287,925,060 Ordinary Shares (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 287,925,060 Ordinary Shares (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 287,925,060 Ordinary Shares (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%** (See Item 5)
14	TYPE OF REPORTING PERSON CO

* The CUSIP number is for the American Depositary Shares, each representing one Ordinary Share. No CUSIP number exists for the underlying Ordinary Shares.

** This calculation is rounded down to the nearest tenth and is based on 5,750,458,145 Ordinary Shares outstanding as of April 5, 2024.

Page 2 of 9 Pages

 Item 1. Security and Issuer.

The classes of equity securities to which this Schedule 13D (this “Schedule 13D”) relates are the Ordinary Shares, nominal value 1.00 euro per share (the “Ordinary Shares”), of Telefónica, S.A., a sociedad anónima incorporated under the laws of Spain (“Telefónica” or the “Issuer”).

Telefónica has its principal offices at Distrito Telefónica, Ronda de la Comunicación, s/n, 28050 Madrid, Spain.

Item 2. Identity and Background.

This Schedule 13D is being filed by CRITERIA CAIXA, S.A.U., a sociedad anónima unipersonal incorporated under the laws of Spain (“Criteria Caixa” or the “Reporting Person”).

Criteria Caixa is a private holding company that manages a diversified asset portfolio focusing on strategic sectors through the acquisition of significant stakes in key companies and real estate assets. The main purpose of Criteria Caixa’s business is to fund the welfare projects of its sole shareholder, Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona, ”la Caixa” (“”la Caixa” Foundation”).

The business addresses of Criteria Caixa is Avenida Diagonal, 621, 08028, Barcelona, Spain.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of Criteria Caixa is set forth in Schedule A to this Statement on Schedule 13D and is incorporated herein by reference in its entirety.

During the past five years, neither Criteria Caixa and, to the knowledge of Criteria Caixa, none of its directors and executive officers set forth in Schedule A, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. 

Item 3. Source and Amount of Funds or Other Consideration.

Criteria Caixa acquired the Ordinary Shares reported in this Schedule 13D as a result of the Transaction (as defined below) and the Prior Purchases (as defined below).

On April 5, 2024, Criteria Caixa entered into a share purchase transaction agreement (the “Share Purchase Agreement”) with Goldman Sachs International (the “Dealer”) to purchase an aggregate of 91.5 million Ordinary Shares (the “OTC Shares”) (the “Transaction”). The Dealer delivered the OTC Shares to Criteria Caixa at the inception of the Share Purchase Agreement in exchange for payment of an initial price of €3.977 per OTC Share (or €363,895,500 in the aggregate) (the “Initial Price”) based on the last closing price of the Ordinary Shares prior to execution of the Share Purchase Agreement.

The final price per Ordinary Share for the OTC Shares (the “Benchmark Price”) will generally be based on the daily volume-weighted average price of the Ordinary Shares during the calculation period of the Share Purchase Agreement, subject to agreed cap and floor prices and subject to adjustments pursuant to the terms and conditions of the Share Purchase Agreement. At final settlement of the transactions under the Share Purchase Agreement, which is expected to occur no later than the third calendar quarter of 2024, (i) if the Benchmark Price exceeds the Initial Price, Criteria Caixa will pay such excess to the Dealer, and (ii) if the Initial Price exceeds the Benchmark Price, the Dealer will pay such excess to Criteria Caixa.

Criteria Caixa’s payment obligations under the Share Purchase Agreement are expected to be funded from its working capital.

Additionally, between December 27, 2017 and April 4, 2024, Criteria Caixa acquired 196,425,060 Ordinary Shares from various holders in the open market and in over-the-counter transactions (collectively, the “Prior Purchases”). The aggregate purchase price of such Ordinary Shares was approximately €1,013,328,705, which Criteria Caixa funded from its working capital.

Item 4. Purpose of Transaction.

The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

Page 3 of 9 Pages

Criteria Caixa acquired the Ordinary Shares described in this Schedule 13D for investment purposes. Criteria Caixa’s investment policy focuses on companies with an attractive dividend policy, which dividends are used to fund “la Caixa” Foundation’s welfare projects. Criteria Caixa’s investment in Telefónica has historically served such purpose, having yielded to Criteria Caixa a total of €42 million in dividends in 2023. Criteria Caixa believes that its further investment in Telefónica through the Transaction will continue to support Criteria Caixa’s key priority to provide the funding that allows ”la Caixa” Foundation to carry out its welfare projects.

Criteria Caixa intends to review its investment in Telefónica and have discussions with representatives of Telefónica and/or other stockholders of Telefónica from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Mr. Isidro Fainé Casas, director and non-executive Chairman of Criteria Caixa, currently serves as a director and non-executive Vice-Chairman of Telefónica and therefore will engage in regular discussions with Telefónica’s board of directors and management as part of his duties as a director. Mr. Fainé was formerly appointed as a proprietary director (consejero dominical) of Telefónica representing CaixaBank, S.A.. On April 12, 2024 the ordinary shareholders’ meeting of Telefónica appointed Mr. Fainé as a proprietary director (consejero dominical) of Telefónica representing Criteria Caixa for a term expiring on April 12, 2028. Criteria Caixa supported such proposal.

The review, discussions, actions or steps Criteria Caixa may take in respect of Telefónica may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D enumerated below. In particular, Criteria Caixa, as a holding company that manages a diversified asset portfolio focusing on strategic sectors through the acquisition of significant stakes in key companies and real estate assets, may make additional acquisitions of Ordinary Shares from time to time in the future. Additionally, Criteria Caixa specifically reserves the right to propose changes in the board of directors or management of Telefónica, to purchase or sell, or to cause its affiliates to purchase or sell, Ordinary Shares and/or other equity, debt, notes or other securities of Telefónica, or derivative or other instruments that are based upon or relate to the value of the Ordinary Shares or Telefónica (collectively, “Securities”), to engage in short selling or any hedging or similar transaction with respect to the Securities, to consider, propose or otherwise engage in one or more of the actions described in this Schedule 13D, or to change its intentions with respect to any and all matters referred to in this Item 4, although Criteria Caixa does not have any present plans or proposals that would result in a change of control of Telefónica. Any action or actions Criteria Caixa might undertake in respect of Securities will be dependent upon Criteria Caixa’s review of numerous factors, including, among other things, the outcome of any discussions referenced above; actions taken by Telefónica’s board of directors and management; the price level and liquidity of the Securities; general market and economic conditions; ongoing evaluation of Telefónica’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments.

Except to the extent set forth above, or in any other Item hereof, neither Criteria Caixa, nor to its knowledge, Mr. Fainé (other than in his capacity as a director and non-executive Vice-Chairman of Telefónica), Criteria Caixa’s sole shareholder, ”la Caixa” Foundation, or any of the other persons set forth in Schedule A hereto, has any present plans or proposals that relate to or would result in any of the following matters set forth in Item 4 of Schedule 13D:

(a) The acquisition or disposition by any person of additional securities of Telefónica;

(b) An extraordinary corporate transaction involving Telefónica or any of its subsidiaries such as a merger, reorganization, or liquidation;

(c) A sale or transfer of a material amount of assets of Telefónica or any of its subsidiaries;

(d) Any change in the present board of directors or management of Telefónica, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of Telefónica;

(f) Any other material change in Telefónica’s business or corporate structure;

(g) Changes in Telefónica’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of Telefónica by any person;

(h) Causing a class of securities of Telefónica to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

Page 4 of 9 Pages

(i) A class of equity securities of Telefónica becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) As of April 5, 2024, Telefónica had 5,750,458,145 Ordinary Shares outstanding. Criteria Caixa beneficially owned 287,925,060 Ordinary Shares, representing approximately 5.0% (rounded off to the nearest tenth from 5.007%) of the total outstanding Ordinary Shares, as of such date.

Mr. Fainé, director and non-executive Chairman of Criteria Caixa and director and non-executive Vice-Chairman of Telefónica, beneficially owned 734,461 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.013%) of the total outstanding Ordinary Shares as of April 5, 2024.

Mr. Javier Godó Muntañola, director and Second Deputy Chairman of Criteria Caixa, beneficially owned 293 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.000005%) of the total outstanding Ordinary Shares as of April 5, 2024.

Mr. Enrique Alcántara-García Irazoqui, director of Criteria Caixa, beneficially owned 73,987 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.001%) of the total outstanding Ordinary Shares as of April 5, 2024.

Mr. José Antonio Asiáin Ayala, director of Criteria Caixa, beneficially owned 18,563 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.0003%) of the total outstanding Ordinary Shares as of April 5, 2024.

Mr. Marcos Contreras Manrique, director of Criteria Caixa, beneficially owned 395 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.00001%) of the total outstanding Ordinary Shares as of April 5, 2024.

Ms. Isabel Estapé Tous, director of Criteria Caixa, beneficially owned 80,338 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.001%) of the total outstanding Ordinary Shares as of April 5, 2024.

Mr. Juan Manuel Negro Balbás, director of Criteria Caixa, beneficially owned 8,723 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.0002%) of the total outstanding Ordinary Shares as of April 5, 2024.

Ms. María Asunción Ortega Enciso, director of Criteria Caixa, beneficially owned 16 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.0000003%) of the total outstanding Ordinary Shares as of April 5, 2024.

Except as described herein, to the knowledge of Criteria Caixa, the persons set forth in Schedule A hereto do not beneficially own any Ordinary Shares. 

(b) Criteria Caixa may be deemed to have sole voting and dispositive power with respect to an aggregate of 287,925,060 Ordinary Shares that it directly owns. The responses of Criteria Caixa to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference.

Mr. Fainé may be deemed to have sole voting and dispositive power with respect to an aggregate of 734,461 Ordinary Shares that he directly owns.

Mr. Godó may be deemed to have sole voting and dispositive power with respect to an aggregate of 293 Ordinary Shares that he directly owns.

Mr. Alcántara-García may be deemed to have sole voting and dispositive power with respect to an aggregate of 73,987 Ordinary Shares that he directly owns.

Mr. Asiáin may be deemed to have sole voting and dispositive power with respect to an aggregate of 18,563 Ordinary Shares that he directly owns.

Page 5 of 9 Pages

Mr. Contreras may be deemed to have sole voting and dispositive power with respect to an aggregate of 395 Ordinary Shares that he directly owns.

Ms. Estapé may be deemed to have sole voting and dispositive power with respect to an aggregate of 80,338 Ordinary Shares that she directly owns.

Mr. Negro may be deemed to have sole voting and dispositive power with respect to an aggregate of 8,723 Ordinary Shares that he directly owns.

Ms. Ortega may be deemed to have sole voting and dispositive power with respect to an aggregate of 16 Ordinary Shares that she directly owns.

(c) Except as described in this Schedule 13D, there have been no transactions in shares of Ordinary Shares or any securities directly or indirectly convertible into or exchangeable for Ordinary Shares, by Criteria Caixa, or to the knowledge of Criteria Caixa, by any of the persons set forth in Schedule A hereto, since the date that is 60 days prior to the date of this Schedule 13D.

(d) No person is known to Criteria Caixa to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares held by Criteria Caixa.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 

On April 5, 2024, Criteria Caixa entered into the Share Purchase Agreement with the Dealer to purchase the OTC Shares. The Dealer delivered the OTC Shares to Criteria Caixa at the inception of the Share Purchase Agreement in exchange for payment of the Initial Price. The Benchmark Price will generally be based on the daily volume-weighted average price of the Ordinary Shares during the calculation period of the Share Purchase Agreement, subject to agreed cap and floor prices and subject to adjustments pursuant to the terms and conditions of the Share Purchase Agreement. At final settlement of the transactions under the Share Purchase Agreement, which is expected to occur no later than the third calendar quarter of 2024, (i) if the Benchmark Price exceeds the Initial Price, Criteria Caixa will pay such excess to the Dealer, and (ii) if the Initial Price exceeds the Benchmark Price, the Dealer will pay such excess to Criteria Caixa.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Except as described above or elsewhere in this Schedule 13D, neither Criteria Caixa, nor to its knowledge, any of the persons set forth in Schedule A hereto, has any other contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of Telefónica.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1. Share Purchase Agreement between Criteria Caixa and the Dealer, dated April 5, 2024.

Page 6 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: April 12, 2024	CRITERIA CAIXA, S.A.U.
	By:		/s/ Ángel Simón Grimaldos
		Name: Ángel Simón Grimaldos
		Title: Chief Executive Officer

Page 7 of 9 Pages

Schedule A

Directors and Executive Officers of Criteria Caixa

The following table sets forth the name, present principal occupation or employment (and business address) and nationality of each director and executive officer of Criteria Caixa.

A. Directors 

Name	Present Principal Occupation or Employment and Business Address	Nationality
Isidro Fainé Casas	Non-executive Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Juan José López Burniol	First Deputy Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Javier Godó Muntañola	Second Deputy Chairman of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Ángel Simón Grimaldos	Chief Executive Officer of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Enrique Alcántara-García Irazoqui	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
José Antonio Asiáin Ayala	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Marcos Contreras Manrique	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Jean-Louis Chaussade	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	France
Isabel Estapé Tous	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Eugenio Gay Montalvo	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Josep-Delfí Guàrdia Canela	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Francesc Homs Ferret	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain

Page 8 of 9 Pages

Name Present Principal Occupation or Employment and Business Address Nationality

Juan Manuel Negro Balbás	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
María Asunción Ortega Enciso	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain
Montserrat Trapé Viladomat	Director of CRITERIA CAIXA, S.A.U. CRITERIA CAIXA, S.A.U. Avenida Diagonal, 621, 08028, Barcelona, Spain	Spain

B. Executive Officers

Name	Present Principal Occupation or Employment and Business Address	Nationality
Ángel Simón Grimaldos	(see above)

Page 9 of 9 Pages

EX-99.1

Goldman Sachs International | Plumtree Court | 25 Shoe Lane | London EC4A 4AU

Tel: 020-7774-1000 | Telex: 887902 | Cable: GOLDSACHS LONDON

Registered in England No. 2263951 | Registered Office As Above

Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority

 

	Opening Transaction
5 April 2024
	GS Reference No. to be advised
	Customer Account No. 066490160

Criteria Caixa, S.A.U.

Dear Sir/ Madam,

Share Purchase Transaction on Telefonica, S.A

The purpose of this communication (this “Confirmation”) is to set forth the specific terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman Sachs International (“GS”) and Criteria Caixa, S.A.U. (“Counterparty”). This communication, together with the Transaction Supplement (as defined in the "General Terms" set out below) and the Annexes to this Confirmation, constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. In the event of inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern.

This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the ISDA Master Agreement dated 16 December 2016, as amended and supplemented from time to time (the “Master Agreement”), together with the Credit Support Annex thereof, as amended and supplemented from time to time (the “CSA” and the CSA together with the Master Agreement, the “Agreement”) between Counterparty and GS. All provisions contained in or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below.

In the event of any inconsistency between this Confirmation and the Equity Definitions or the Agreement, as the case may be, this Confirmation will govern.

The Equity Definitions shall apply to this Transaction as if this Transaction was a Share Option Transaction. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms
Trade Date:	5 April 2024
Effective Date:	means the date that is one Exchange Business Day after the Trade Date
Shares:	Ordinary Shares in the Issuer (ISIN: ES0178430E18)
Issuer:	Telefónica, S.A
Exchange(s):	The Electronic Trading Interconnection System of the Spanish Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia (Sistema de Interconexión Bursátil Español – Mercado Continuo)
Related Exchange(s):	All Exchanges
Termination Date:	Any Scheduled Trading Day as determined by GS and notified by GS to Counterparty, provided that such date shall fall no later than the Maximum Maturity Date (for the avoidance of doubt, subject to adjustments, including in accordance with the provisions under “Consequences of Disrupted Days” below).

1 

	A notice identifying the Termination Date must be given by GS to Counterparty no later than one (1) Scheduled Trading Day after such Termination Date.
Transaction Schedule	The schedule of terms attached as Annex 1 to this Confirmation
Transaction Supplement:	Means a supplement, substantially in the form set out in Annex 2 hereto, that is provided by GS to Counterparty on the Trade Date. Notwithstanding the terms of the Agreement, such supplement: shall be provided by GS to Counterparty by email to amartinez@criteria.com,  afeijoo@criteria.com and jmateu@criteria.com; shall be effective when sent; and may be sent at anytime on the Trade Date to be effective on such date.
Maximum Maturity Date:	As specified in the Transaction Schedule

Independent Amount: For so long as this Transaction is outstanding, the Independent Amount that applies to Counterparty shall be the sum of:   (a) the Independent Amount (if any) that would otherwise apply to Counterparty under the CSA without regard to this Transaction; and   (b)  the Transaction IA.  

Transaction IA:	As specified in the Transaction Supplement
Share Sale and Purchase
Sale and Purchase:	On the Share Purchase Date, GS shall sell and Counterparty shall purchase a number of Shares equal to the Sold Shares at the Share Sale Price per Share for settlement on a delivery versus payment basis on the Share Purchase Settlement Date.
Sold Shares:	91,500,000 Shares
Share Sale Price:	As specified in the Transaction Supplement
Share Purchase Date:	Trade Date
Share Purchase Settlement Date:	9 April 2024 (it being that date that is one Settlement Cycle after the Share Purchase Date).
Tax:	The Counterparty acknowledges and agrees that Spanish financial transaction tax payable on any purchase of the Sold Shares pursuant to the Sale and Purchase provisions (i) shall be borne by the Counterparty and (ii) the Counterparty will pay to GS on demand the amount of any such Spanish financial transaction tax payable or that will become payable by GS in connection with such purchase.
Settlement Terms
Settlement Currency:	EUR

Cash Settlement: On the Cash Settlement Payment Date, if the Cash Settlement Amount is:   (a) a positive number, Counterparty shall pay an amount equal to the Cash Settlement Amount to GS; or   (b) a negative number, GS shall pay an amount equal to the absolute value of the Cash Settlement Amount to Counterparty.  

2 

Cash Settlement Amount: An amount in EUR determined by the Calculation Agent that is equal to the product of:   (a) the Number of Shares; and   (b) the Price Differential.  

Cash Settlement Payment Date:	The date falling two Currency Business Days after GS has notified Counterparty of the Valuation Date and the Cash Settlement Amount.
Number of Shares:	91,500,000 Shares
Price Differential:	The Final Price minus the Initial Price.
Initial Price:	Share Sale Price (or as adjusted in accordance with the Dividends provisions)
Final Price:	An amount in EUR, determined by the Calculation Agent, equal to the Adjusted Benchmark Price.
Benchmark Price:	An amount (expressed in EUR) per Share, as determined by the Calculation Agent on the Valuation Date, equal to the arithmetic mean of the Daily VWAP on each Averaging Date during the Reference Period.

Adjusted Benchmark Price   (a) If the Benchmark Price is greater than the Benchmark Floor Price, but less than the Benchmark Cap Price, the Benchmark Price;   (b) if the Benchmark Price is equal to or greater than the Benchmark Cap Price, the Benchmark Cap Price; and   (c) if the Benchmark Price is equal to or less than the Benchmark Floor Price, the Benchmark Floor Price. 

Benchmark Cap Price:	As specified in the Transaction Supplement
Benchmark Floor Price:	As specified in the Transaction Supplement
Daily VWAP:	In respect of any Exchange Business Day, the volume weighted average price per Share as determined by the Calculation Agent for such day within the regular trading session of the Exchange on such day with reference only to continuous trading, and by reference to Bloomberg page "TEF SM Equity VWAP" (selecting Continuous Trade in the dropdown list of the Calculation field), or any successor thereto. If such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the Daily VWAP for such day will be as reasonably determined by the Calculation Agent (acting in good faith). The Daily VWAP may be adjusted in respect of a Dividend Adjustment Event in accordance with the Dividends provisions below.
Valuation Date:	Termination Date
Averaging Dates:	Each Exchange Business Day during the Reference Period
Reference Period:	The period beginning on (and including) the Effective Date to (and including) the Valuation Date.
Consequences of Disrupted Days:	Section 6.6 (Consequences of Disrupted Days) and Section 6.7(c) (Averaging Date Disruption) of the Equity Definitions shall not apply.

3 

Notwithstanding any other provision of this Confirmation, if the Trade Date or any Averaging Date is a Disrupted Day, the Calculation Agent may make such adjustment to the terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect of the relevant Market Disruption Event or Exchange closure, including (but not limited to): (a) excluding the Daily VWAP for such day (if any) from the determination of the Benchmark Price; (b) applying a weighting factor of less than one (but greater than zero) to, or any other adjustment to the calculation of, any Daily VWAP for such day; or (c) an adjustment to the Number of Shares, the Termination Date, the Maximum Maturity Date or the Cash Settlement Payment Date.

For such purposes:

(I) 

the first sentence of Section 6.3(a) of the Equity Definitions shall be deleted and replaced in its entirety with the words:

““Market Disruption Event” means in respect of a Share, the occurrence or existence at any time, on any day, of a Trading Disruption, an Exchange Disruption, an Early Closure, or a Regulatory Disruption.”; and

(ii) 

Section 6.3(d) of the Equity Definitions shall be amended by the deletion of the remainder of the sentence in its entirety which follows the words, “prior to its Scheduled Closing Time”.

Regulatory Disruption:	Any event that GS, in its discretion, determines makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS or its Affiliates so long as any such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), for GS to refrain from or decrease any market activity in connection with the Transaction. Whenever a Regulatory Disruption occurs, GS shall notify Counterparty of such occurrence and, to the extent reasonably discernible by GS, its anticipated duration as soon as reasonably practicable under the circumstances; provided that GS shall not be required to communicate to Counterparty the reason for GS’s exercise of its rights pursuant to this provision if GS reasonably determines in good faith that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS).
Dividends	For the purposes of the following dividend provisions, any dividend declared by the Issuer to be payable solely in cash shall be considered to be an ordinary cash dividend (each an “Ordinary Cash Dividend”). All dividends other than Ordinary Cash Dividends shall be considered “Extraordinary Dividends” for the purposes of Section 11.2 of the Equity Definitions.
Dividend Adjustment Event:	The following event (a “Dividend Adjustment Event”) shall constitute an additional Potential Adjustment Event for the purposes of Section 11.2(e) of the Equity Definitions, for which purpose such additional Potential Adjustment Event shall be deemed to have occurred on the relevant Ex-dividend Date: In relation to any Relevant Dividend Period, the declaration by the Issuer of an Ordinary Cash Dividend in respect of the Shares with an Ex-dividend Date that occurs during such Relevant Dividend Period.

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Ex-dividend Date:	In relation to any Ordinary Cash Dividend declared in respect of the Shares, the date upon which the Shares have commenced trading ex dividend on the Exchange in relation to that Ordinary Cash Dividend.
Ordinary Cash Dividend Amount:	In respect of an Ordinary Cash Dividend, 100% of the gross cash dividend per Share declared by the Issuer.
Relevant Dividend Period:	From, but excluding, the Trade Date to, and including, the Valuation Date.
Relevant Price Adjustment:	If a Dividend Adjustment Event has occurred, the Calculation Agent shall adjust the Daily VWAP for each Exchange Business Day that occurred prior to the Ex-dividend Date that relates to such Dividend Adjustment Event, Benchmark Cap Price, Benchmark Floor Price and the Initial Price (each, a “Relevant Price”) in accordance with the following formula: adjusted Relevant Price = Relevant Price immediately prior to adjustment - r where: r = the Ordinary Cash Dividend Amount Following any adjustment made pursuant to this paragraph, GS shall notify Counterparty of each revised Relevant Price, adjusted as a consequence of the relevant Dividend Adjustment Event. Any failure or delay by GS in the delivery of such notice shall not affect the related changes made pursuant to this paragraph and such failure or delay shall not give rise to an Event of Default or Potential Event of Default under the Agreement. For the avoidance of doubt this paragraph does not affect the Calculation Agent’s right to adjust the Transaction pursuant to any other Potential Adjustment Event as described in Section 11.2(e) of the Equity Definitions. Further, the parties acknowledge that Potential Adjustment Events include, but are not limited to, Extraordinary Dividends, a dividend of Shares and the redistribution of capital. For the avoidance of doubt and notwithstanding anything in “Relevant Dividend Period” above, no Relevant Price Adjustment shall be made after the Valuation Date.
Share Adjustments:
Method of Adjustment:	Calculation Agent Adjustment For the purposes of Section 11.2(c) of the Equity Definitions, the words "provided that no adjustments will" in the final paragraph thereof will be replaced with the words "it being understood that adjustments may".
Extraordinary Events:
Consequences of Merger Events: Share-for-Share: Share-for-Other: Share-for-Combined:	Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:

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Share-for-Share: Share-for-Other: Share-for-Combined:	Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment
Consequences of Announcement Event:	On or after the relevant date of such Announcement Event, the Issuer and the Shares will not change, but the Calculation Agent shall either (i)(A) make such adjustment to the exercise, settlement, payment or any other terms of the Transaction (including without limitation any spread) as the Calculation Agent determines appropriate to account for the economic effect on the Transaction and any Hedge Positions in respect of the Transaction of such Announcement Event (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction or for any economic effect arising from a market reaction to an anticipated Announcement Event which occurs prior to the Announcement Event), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Announcement Event by an options exchange to options on the relevant Shares traded on such options exchange and (B) determine the effective date of that adjustment, or (ii) if the Calculation Agent determines that no adjustment that it could make under (i) will produce a commercially reasonable result, notify the parties that the relevant consequence shall be the termination of the Transaction, in which case "Cancellation and Payment" will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.8;
Announcement Event:	(i) The public announcement by any entity of the completion of any Merger Event or Tender Offer, (ii) the public announcement by Issuer of the intention to enter into a Merger Event or Tender Offer or any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (iii) the public announcement by any entity other than Issuer of the intention to enter into a Merger Event or Tender Offer or any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, in each case, that has a material economic effect on the market price of the Shares or options on the Shares (as determined by the Calculation Agent), (iv) the public announcement by Issuer, any of its Consolidated Entities (as defined below) or any of their respective agents of any acquisition or disposition where, if completed, the aggregate consideration exceeds 25% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”), (v) the public announcement by Issuer, any of its Consolidated Entities or any of their respective agents of an intention of Issuer, as verified by publicly available information, to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event, Tender Offer or Transformative Transaction or (vi) any subsequent public announcement of a material change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii), (iii), (iv) or (v) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, (A) whether such announcement is made by Issuer or a third party and (B) if by a third party (1) in connection with a proposed or contemplated transaction, relates to a transaction that is reasonably likely to be completed, determined as described in clause (iii) or (2) in connection with a withdrawal, abandonment or discontinuation of a transaction, relates to a transaction that, prior to such withdrawal, abandonment or discontinuation, was reasonably likely to be completed, as so determined); provided that, for the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. “Consolidated Entity” means at any date any entity

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	whose financial statements are consolidated in the Issuer’s consolidated financial statements.
Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof.
Composition of Combined Consideration:	Not Applicable; provided that notwithstanding Section 12.5(b) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be determined by a holder of the Shares, the Calculation Agent will determine such composition.
Nationalisation, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination)
Additional Disruption Events:
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the word “Shares” with “Hedge Positions”
Failure to Deliver:	Not Applicable.
Insolvency Filing:	Applicable
Hedging Disruption:	Applicable
Increased Cost of Hedging:	Applicable; provided that Section 12.9(a)(vi) of the Equity Definitions is replaced with the following: “‘Increased Cost of Hedging’ means that the Hedging Party would incur a materially increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain unwind or dispose of any Hedge Positions, or (B) realize, recover or remit the proceeds of any such Hedge Positions; provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed an Increased Cost of Hedging.”
Loss of Stock Borrow:	Applicable
Maximum Stock Loan Rate:	As specified in the Transaction Schedule
Increased Cost of Stock Borrow:	Applicable
Initial Stock Loan Rate:	As specified in the Transaction Schedule
Hedging Party:	GS
Determining Party:	GS
Additional Representations, Agreements and Acknowledgements:
Non-Reliance:	Applicable
Agreements and Acknowledgements regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable

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GS Payment Instructions:	To be advised separately in writing
Counterparty Payment Instructions:	To be advised separately in writing
Counterparty Delivery Instructions:	To be advised separately in writing
Calculation Agent:	GS

ADDITIONAL REPRESENTATIONS AND COVENANTS

Additional Counterparty Representations:

For the purposes of Section 3 of the Agreement, Counterparty represents and warrants and, where applicable, undertakes to GS on the Trade Date (and in respect of (a), (b) and (g) below, on a continuing basis) that:

(a) All consents, orders, approvals, and other authorisations, whether governmental, corporate or other, necessary for the Transaction and this Confirmation (the “Transaction Documents" and together with the Transaction, the “Relevant Transaction”) have been obtained or made and are in full force and effect and all disclosures required by applicable law or regulation to be made in connection with the Transaction Documents, including, without limitation, the Shares, have been made;

(b) Counterparty’s entry into and performance of its obligations under the Relevant Transaction does not conflict with, result in a breach or violation of, or constitute a default under: (A) any agreement or instrument to which Counterparty is a party or by which Counterparty or any of its properties or assets is bound; or (B) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over Counterparty or Counterparty’s assets or properties;

(c) Counterparty is acting for its own account, and has made its own independent decision to enter into the Relevant Transaction and as to whether the Relevant Transaction is appropriate or proper based upon Counterparty’s own judgment and upon advice from such legal, tax or other advisors as Counterparty has deemed necessary. Counterparty is not relying on any communication (written or oral) from Goldman Sachs International or any Affiliate ("Goldman Sachs") as tax, accounting or legal advice or as a recommendation to enter into the Relevant Transaction; it being understood that information and explanations related to the terms and conditions of the Relevant Transaction will not be considered to be tax, legal or accounting advice or a recommendation to enter into the Relevant Transaction. No communication (written or oral) received from Goldman Sachs will be deemed to be an assurance or guarantee as to the expected results of the Relevant Transaction.

(d) Counterparty is capable of assessing the merits of and understanding the consequences of the Relevant Transaction (on Counterparty’s own behalf or through independent professional advice and has taken independent legal advice in connection with the Relevant Transaction), and understands and accepts, the terms, conditions and risks of the Relevant Transaction. In particular, but without limitation, Counterparty has understood, evaluated and is willing to accept:

(i) the legal requirements pertaining to the Relevant Transaction;

(ii) the tax treatment of the Relevant Transaction; and

(iii) the accounting treatment of the Relevant Transaction;

(e) Neither Counterparty nor anyone acting on Counterparty’s behalf has engaged in any behaviour which is designed to cause, has caused, or might reasonably be expected to cause, manipulation of the price of any security of the Issuer;

(f) Counterparty is not entering into the Relevant Transaction on the basis of, nor is the Counterparty aware of, any inside or material, non-public information concerning the Issuer and the entry into and performance by it of its obligations under the Relevant Transaction does not and will not constitute a violation by it or any of its affiliates of applicable law or regulation prohibiting "insider dealing" or "market abuse" as applicable to Counterparty;

(g) Counterparty has complied, and will comply at any time, with all disclosure or reporting requirements, if any, that may be relevant to the Relevant Transaction in accordance with applicable legal or regulatory provisions or in accordance with any stock exchange regulation, including disclosure requirements imposed under market abuse rules or legal and regulatory provisions relating to the transparency of shareholdings of listed companies;

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(h) Counterparty is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and is in good standing and has the power to execute, deliver and perform its obligations under the agreements described herein (and any other related documents) and has taken all necessary action to authorise such execution, delivery and performance;

(i) GS is not acting as a fiduciary for or an adviser to it in respect of the Relevant Transaction;

(j) Neither Counterparty nor its Subsidiaries (and in each case, its directors and officers) are directors of or persons exercising managerial responsibility over (or in each case, a person closely associated with any of them) the Issuer;

(k) Counterparty’s acquisition of the Shares, (i) is intended by Counterparty to be "friendly", (ii) is not intended by Counterparty to form part of an unannounced acquisition of control of the Issuer or of a majority of ordinary shares in the Issuer, (iii) does not constitute a current intention to make a takeover bid by Counterparty, (iv) is not being conducted with the purpose or effect of changing or influencing control of the Issuer, and (v) is the only acquisition of ordinary shares in the Issuer currently taking place on behalf of Counterparty, other than those that have been publicly disclosed by Counterparty as of the Trade Date, or where public disclosure is not required, have been disclosed directly to GS, or that are being acquired from GS or otherwise with the consent of GS;

(l) Counterparty represents to GS that it is a non-financial counterparty that does not meet the conditions set out in the second subparagraph of Article 10(1) of Regulation (EU) No 648/2012 (as amended and/or supplemented, including, for the avoidance of doubt, by Regulation (EU) 2019/834 of the European Parliament and of the Council of 20 May 2019); and

(m) the entry into the Transaction and performance of any obligation under the Transaction will not violate or conflict with any corporate policy or other rules or regulations of the Issuer applicable to Counterparty, including, but not limited to, Issuer’s window, blackout or other similar period policy in each case, to the extent applicable to Counterparty.

Additional Counterparty US Regulatory Representations:

For the purposes of Section 3 of the Agreement, Counterparty represents and warrants to, and agrees with GS, that:

(a) Counterparty is not entering into the Transaction or taking any action hereunder or in connection herewith “on the basis of” (as defined in Rule 10b5-1(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and as of the Trade Date, and each date during the Reference Period, Counterparty is not aware of, any material non-public information concerning the Shares or the Issuer. For these purposes, “material” information is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer;

(b) Counterparty is not entering into the Transaction or taking any action hereunder or in connection herewith to create actual or apparent trading activity in the Shares (or ADRs or any security convertible into or exchangeable for Shares or ADRs) or to raise or depress or otherwise manipulate the price of the Shares (or ADRs or any security convertible into or exchangeable for Shares or ADRs) in violation of applicable law;

(c) Counterparty is not, has not been during the 90 days immediately preceding the Trade Date and will not become during the term of the Transaction (including as a result thereof), an “affiliate” (as defined in Rule 144 under the Securities Act of 1933, as amended) of the Issuer;

(d) Counterparty is not as of the Trade Date of such Transaction, and shall not during the term of such Transaction (including as a result thereof) become, an “affiliated purchaser” (as defined in Rule 10b-18(a)(3)) of Issuer;

(e) it is aware of the requirements of, and has discussed with its counsel the implications of Sections 13(d) and (g) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") in connection with entering into the Transaction;

(f) Counterparty is and, after giving effect to the Transaction, will at all times be in compliance with its reporting obligations under Section 13 of the Exchange Act with respect of the Shares, and Counterparty will provide GS with a reasonable opportunity to review and comment on any filings to be made in connection with the Transaction; and

(g) Counterparty will notify GS immediately upon becoming aware that any representation and warranty in these provisions on “Additional Counterparty US Regulatory Representations” are no longer true and correct in any respect.

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(h) the Transaction and transactions contemplated by this Confirmation will not violate Section 14 of the Exchange Act or the rules and regulations promulgated thereunder. As of the Trade Date, Party B has not announced, commenced or been engaged in, and at all times during the term of the Transaction, Party B shall not, announce, commence, take any substantial steps to commence or be engaged in a tender offer (as such term is used in Section 14(d)(1) of the Exchange Act) with respect to the Shares;

(i) at all times from the Trade Date until the final settlement or termination of the Transaction, Party B will not, and will not permit any of its Affiliates (as defined under Rule 12b-2 under the Exchange Act) to, commence a tender offer (as so defined) for 10.0 per cent. or more of the Shares; and

(j) without limiting the generality of Section 3(a)(iii) of the Agreement, (i) Counterparty’s entry into such Transaction will not violate or conflict with any applicable antitrust law or regulation of any jurisdiction or require Counterparty to make any filing with, or obtain any consent or approval from, any governmental authority in any jurisdiction and (ii) Counterparty is, and after giving effect to the Transaction, will be, in compliance with any reporting obligations in respect of the Shares or the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Counterparty will provide GS with a copy of any report or schedule filed thereunder by Counterparty or its affiliates in respect of such Transaction promptly upon filing thereof.

Additional GS Representations:

For the purposes of Section 3 of the Agreement, GS represents and warrants to Counterparty on the Trade Date that:

(a) in respect of the Transaction, it has implemented reasonable policies and procedures, taking into consideration the nature of its business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material non-public information; and

(b) it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and is in good standing and has the power to execute, deliver and perform its obligations under the agreements described herein (and any other related documents) and has taken all necessary action to authorise such execution, delivery and performance.

Counterparty Covenants:

An Event of Default under Section 5(a)(ii) of the Agreement with respect to the Counterparty as the Defaulting Party shall be deemed to have occurred as soon as the Counterparty (or any of its Subsidiaries), breaches any of the covenants set out below, without regard to any remedy or grace period set out in Section 5(a)(ii) of the Agreement.

Counterparty covenants that:

(a) other than as agreed between the parties, Counterparty will not and will procure that none of its Subsidiaries purchase or sell (in each case, whether directly or indirectly) Shares during the period commencing on the Trade Date and ending on (and including) the Termination Date (the "Restricted Period").

(b) other than as agreed between the parties, Counterparty will not and will procure that none of its Subsidiaries enter into any derivative transaction (being a call, put, forward or swap or any combination thereof (howsoever described)) that references the Shares (any such transaction being referred to for these purposes as a "Restricted Transaction") during the Restricted Period;

(c) Counterparty will for the term of the Transaction maintain its place of incorporation and domicile within the Kingdom of Spain; and

(d) if Counterparty disclosed to a bank or financial institution (other than GS) its intention to enter into a transaction having terms or structure similar to this Transaction, Counterparty has obtained from that bank or financial institution an undertaking to the effect that it will keep confidential its knowledge of Counterparty’s intentions with regard to such transaction and the commercial terms and structure of such transaction and that it will not use any such knowledge for its own benefit or for the benefit of any other person.

ADDITIONAL DEFINITIONS:

In this Confirmation:

“ADRs” means American depositary receipts in respect of the Shares;

"Independent Amount” has the meaning given to it in the CSA;

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“Subsidiary” means, in relation to an entity (the “first person”), any entity directly controlled by that first person where control is determined by: (i) holding the majority of the Voting Rights; (ii) having the power to appoint or dismiss the majority of the members of the governing body; (iii) being able to dispose, by virtue of agreements entered into with third parties, of the majority of the Voting Rights; and (iv) having employed its votes to appoint the majority of the members of the governing body who hold office at the moment when the consolidated accounts must be drawn up and during the two business years immediately preceding. Additionally, the Voting Rights of the controlling company shall be added to those it holds through other dependent companies, or through persons acting in its own name, but on account of the controlling company, or other dependent ones, or those with which it has made arrangements through any other person; and

“Voting Rights” means the right generally to vote at a general meeting of shareholders of the relevant entity (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

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Unless otherwise indicated we have acted as principal in respect of the Transaction. The time of execution of the Transaction is available on request.

Counterparty hereby agrees (a) to check this Confirmation (Reference No. to be separately provided) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS) correctly sets forth the terms of the agreement between GS and Counterparty in respect of the Transaction, by manually signing this Confirmation or this page thereof as evidence of agreement to such terms and providing any other information requested herein and immediately returning an executed copy to GS.

Yours faithfully, GOLDMAN SACHS INTERNATIONAL     By: /s/ David Sprake   Name: David Sprake   Title: Managing Director Agreed and Accepted by Criteria Caixa, S.A.U.   By: /s/ Ángel Simón Grimaldos   Name: Ángel Simón Grimaldos   Title CEO

[Signature page to Share Purchase Confirmation]

Annex 1 – Transaction Schedule

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Annex 2 – Form of Transaction Supplement

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Annex 3 – Deliverables

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