Common use of Form of Talon Clause in Contracts

Form of Talon. [On the face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents or via electronic means at the relevant Paying Agent's discretion. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.

Form of Talon. [On the face Face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODECODE.]2 TELEFONAKTIEBOLAGET LM ERICSSON (PUBL) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] Series No. [ ] On and after [ ] further Coupons [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation further Talon] appertaining to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred Note to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours this Talon appertains will be issued at the specified offices office of the Agent or any of the Paying Agents set out on the reverse hereof (and/or any other or via electronic means at further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the relevant Noteholders) upon production and surrender of this Talon. This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains. TELEFONAKTIEBOLAGET LM ERICSSON (PUBL) By: .......................................................... Authorised Signatory 2 This legend can be deleted if TEFRA C or TEFRA not applicable is specified in the applicable Final Terms or Pricing Supplement, as the case may be [Reverse of Coupon and Talon] AGENT Citibank, N.A., London Branch Citigroup Centre Xxxxxx Xxxxx Xxxxxx X00 0XX PAYING AGENT Banque Internationale à Luxembourg, société anonyme 69 route x'Xxxx X-0000 Xxxxxxxxxx and/or such other or further Agent and other or further Paying Agent's discretionAgents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders. The Holders SCHEDULE 2 DEED OF COVENANT THIS DEED OF COVENANT is made on 8 May 2014 by Telefonaktiebolaget LM Ericsson (publ) (the Issuer) in favour of the Securities account holders specified below of Clearstream Banking, société anonyme and the Holders Euroclear Bank N.V./S.A., and/or any other additional clearing system or systems as are specified in Part B of the Coupons Final Terms, or in the case of Exempt Notes (each as defined in Condition 1(b) the Agency Agreement (Form Denomination and Title - Title) as defined below)), Part B of the Pricing Supplement, relating to any Note (as defined below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to themeach a Clearing System).

Form of Talon. [On the face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 500,000,000 Undated 6.5 8 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents or via electronic means at the relevant Paying Agent's discretion. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.4

Form of Talon. [On the face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon Xxxxx relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents or via electronic means at the relevant Paying Agent's discretion. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.

Form of Talon. [On the face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 500,000,000 Undated 6.5 7.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents or via electronic means at the relevant Paying Agent's discretion. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.4

Form of Talon. [On the face of the Talon:] TELEFÓNICA EUROPE B.V. EUR 750,000,000 500,000,000 Undated 6.5 7.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities unconditionally and irrevocably guaranteed on a subordinated basis by TELEFÓNICA, S.A. Talon for further Coupons. On or after the maturity date of the final Coupon which is (or was at the time of issue) part of the Coupon Sheet to which this Talon is (or was at the time of issue) attached, this Talon may be exchanged at the specified office for the time being of the fiscal agent shown on the reverse of this Talon (or any successor fiscal agent appointed from time to time in accordance with the terms and conditions (the "Conditions") of the Securities to which this Talon relates) for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to the Conditions). The Security to which this Talon Xxxxx relates may, in certain circumstances specified in the Conditions, fall due for redemption before the maturity date of such final Coupon. In such event, this Talon shall become void and no Coupon will be delivered in respect hereof. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [On the reverse of the Talon:] Fiscal Agent: The Bank of New York Mellon, London Branch Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx SCHEDULE 4 TERMS AND CONDITIONS OF THE SECURITIES TERMS AND CONDITIONS OF THE SECURITIES The issue of the EUR 750,000,000 Undated 6.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 10 November 2021 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 11 November 2021, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 12 June 2020 and a resolution of the Board of Directors of the Guarantor dated 12 June 2020. A fiscal agency agreement dated 24 November 2021 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents or via electronic means at the relevant Paying Agent's discretion. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.4