6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of March, 2019

Commission File Number: 001-09531

Telefónica, S.A.

(Translation of registrant’s name into English)

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid, Spain

3491-482 37 33

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

This Form 6-K is incorporated by reference into the registration statement of Telefónica, S.A. and Telefónica Emisiones, S.A.U. filed with the Securities and Exchange Commission on April 20, 2018 (File No. 333-224360). Telefónica, S.A. is filing the documents set forth in the following Exhibit Index.

Exhibit Index

Item
1.1	Underwriting Agreement, dated February 26, 2019
4.2	First Supplemental Indenture for the Fixed Rate Senior Notes Due 2049 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent, dated as of March 1, 2019
4.3	Form of Security Certificate representing the Fixed Rate Senior Notes Due 2049 (included in Exhibit 4.2)
4.4	Guarantee by Telefonica, S.A., dated as of March 1, 2019
5.1	Opinion of Davis Polk & Wardwell LLP, special United States counsel to the Issuer and Guarantor, as to the legality of the securities being registered
5.2	Opinion of Uría Menéndez Abogados, S.L.P., counsel to the Issuer and Guarantor, as to the legality of the securities being registered
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2	Consent of Uría Menéndez Abogados, S.L.P. (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Telefónica, S.A.
Date: March 1, 2019	By:	/s/ Jesús Romero Albarracín
	Name:		Jesús Romero Albarracín
	Title:		Deputy Chief Financial Officer

EX-1.1

Exhibit 1.1

TELEFÓNICA EMISIONES, S.A.U.

(a company with limited liability organized under

the laws of the Kingdom of Spain)

5.520% Fixed Rate Senior Notes due 2049

unconditionally and irrevocably guaranteed

by

TELEFÓNICA, S.A.

(a company with limited liability organized under

the laws of the Kingdom of Spain)

UNDERWRITING AGREEMENT

February 26, 2019

Telefónica Emisiones, S.A.U.

Telefónica, S.A.

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid

Ladies and Gentlemen:

Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Company”), proposes to issue and sell to the underwriters (the “Underwriters”) named in Schedule I to this underwriting agreement (the “Agreement”), for whom Barclays Capital Inc., Commerz Markets LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), $1,250,000,000 aggregate principal amount of 5.520% Fixed Rate Senior Notes due 2049 (the “5.520% Fixed Rate Senior Notes” and the “Designated Securities”) on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities) dated as of February 26, 2019 (the “Standard Provisions”), which are attached hereto, and the terms and conditions described below under the heading “Additional Terms”. All of the provisions of the Standard Provisions are incorporated herein by reference.

The Designated Securities are to be issued pursuant to a public deed of issuance to be executed on or about February 27, 2019, an indenture dated April 20, 2018, as supplemented by a supplemental fixed rate note indenture to be dated as of or about March 1, 2019, pursuant to which the 5.520% Fixed Rate Senior Notes will be issued (the indenture and the supplemental indenture, collectively the “Indenture”) among the Company, Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”). Payment of principal and interest on the Designated Securities will be fully and unconditionally guaranteed by the Guarantor pursuant to the terms of a guarantee to be dated as of the Closing Date (the “Guarantee”).

ADDITIONAL TERMS

For purposes of this Underwriting Agreement, “Disclosure Package” means the most recent Preliminary Prospectus with respect to the offer and sale of the Designated Securities, any Issuer Free Writing Prospectus issued at or prior to the Applicable Time, and the final term sheets prepared pursuant to Section 5(a) of the Standard Provisions and attached as Schedule III hereto (the “Term Sheets”). “Applicable Time” means 4:19 p.m. New York City time on February 26, 2019.

1. Additional Representations and Warranties.

The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Underwriter, as of the Applicable Time, and as of the Closing Date, with respect to the Designated Securities (which additional representation and warranty supersedes the representation and warranty in Section 1(p) of the Standard Provisions) that the audited consolidated financial statements of the Guarantor, which comprise the statement of financial position as of December 31, 2017 and 2018, and the statements of income, comprehensive income, changes in equity and cash flows for each of the years ended December 31, 2016, 2017 and 2018, together with the related schedules and notes (the “Telefónica Financial Statements”), included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”), which do not differ for the purposes of the Guarantor and its consolidated subsidiaries (the “Telefónica Group”) from IFRS as adopted by the European Union (“IFRS-EU”), applied in accordance with applicable law throughout the periods specified, and present fairly in all material respects the financial position of the Telefónica Group at the dates indicated and the income statement, shareholders’ equity and cash flows of the Telefónica Group for the periods specified. The selected financial data and the summary financial information as at such dates and for such periods included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the Telefónica Financial Statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus as of the dates and for the periods indicated therein.

2. Additional Conditions to Underwriters’ Obligations.

The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (k) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions):

(a) The Underwriters and DLA Piper LLP (US), special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement.

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(b) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A.

(c) At the Closing Date, the Representatives shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Davis Polk & Wardwell LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively.

(d) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Uría Menéndez Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D.

(e) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US), United States counsel for the Underwriters, as to such matters as the Representatives may reasonably request.

(f) At the Applicable Time, the Representatives shall have received from Ernst & Young, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof, the conclusions and findings of such firm with respect to certain financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters.

(g) At the Closing Date, the Representatives shall have received from Ernst & Young, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above.

(h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to certain financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters.

(i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date.

(j) At the Closing Date, Davis Polk & Wardwell LLP, Uría Menéndez Abogados, S.L.P. and DLA Piper LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably

3

request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c), (d) and (e) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained.

(k) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives the Term Sheets in form and substance satisfactory to the Representatives.

3. MiFID Product Governance Rules

Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:

(a) each of the Underwriters who deem themselves to be a MiFID manufacturer (each a “Manufacturer” and together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related information set out in the Registration Statement, the Disclosure Package and the Prospectus in connection with the Designated Securities; and

(b) the Representatives, the Company and the Guarantor note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Designated Securities by the Manufacturers and the related information set out in the Registration Statement, the Disclosure Package and the Prospectus in connection with the Designated Securities.

4. Recognition of the U.S. Special Resolution Regimes

(a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and any such interest and obligation were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c) For purposes of this Agreement

(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

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(ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

DESIGNATED SECURITIES

Fixed Rate Senior Notes

Indenture: Indenture dated April 20, 2018 among the Company, the Guarantor and the Trustee, 5.520% Fixed Rate Note Supplemental Indenture, dated on or about March 1, 2019 among the Company, the Guarantor and the Trustee.

Tranches: 1 tranche

Title: 5.520% Fixed Rate Senior Notes due 2049.

Ranking: Senior Notes

Aggregate Principal Amount: $1,250,000,000

Interest Rate: 5.520%

Maturity Date: March 1, 2049

Interest Payment Dates: Semi-annually on each March 1 and September 1, commencing on September 1, 2019 and on the applicable maturity date.

Regular Record Dates: The tenth New York Business Day prior to the related interest payment date.

Listing Requirements: New York Stock Exchange.

Public offering price: 100% of the principal amount, plus accrued interest, if any, from March 1, 2019.

Purchase Price by Underwriters: 99.175% of the principal amount.

Currency of Denomination: United States Dollars.

Currency of Payment: United States Dollars.

Form and Denomination: One or more global notes deposited with The Depository Trust Company; denominations of a minimum of $1,000 and integral multiples of $1,000 in excess thereof.

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Redemption: (1) optional redemption if the Designated Securities are not listed on a regulated market, multilateral trading facility or other organized market 45 days prior to first Interest Payment Date, (2) optional redemption for taxation reasons and (3) optional redemption (i) at a make-whole redemption price, if redemption occurs prior to the Par Call Date or (ii) at a redemption price equal to 100% of the principal amount of the Designated Securities being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date of such Designated Securities, if redemption occurs on or after the Par Call Date.

Par Call Date: September 1, 2048.

Sinking Fund: None.

Method of Payment: Fedwire - Same day funds.

Other Terms: Additional terms are set forth in Term Sheets attached as Schedule III hereto.

Representatives: Barclays Capital Inc., Commerz Markets LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC

Expense Reimbursement to the Company: $1,000,000.

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THE REPRESENTATIVE(S)

Name and Addresses of the Representative(s):

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Syndicate Registration

Fax: 646-834-8133

Commerz Markets LLC

225 Liberty Street

New York, NY 10281-1050

Attn: Syndicate Desk

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Attn: IBCM-Legal

Fax: 212-325-8278

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attn: Debt Capital Markets Syndicate

Fax: 212-797-2202

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Attn: High Grade Syndicate Desk

Fax: 212-834-6081

Merrill Lynch, Pierce, Fenner & Smith

           Incorporated

One Bryant Park

New York, NY 10036

Attn: High Grade Transaction Management/Legal

Fax: 646-855-5958

Mizuho Securities USA LLC

320 Park Avenue

New York; NY 10022

Attention: Debt Capital Markets

Fax: (212) 205-7812

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Attn: Investment Banking

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The Closing will take place at 10 a.m. New York time, on March 1, 2019 at the New York offices of DLA Piper LLP, 1251 Avenue of the Americas, New York, NY 10020 (the “Scheduled Closing Date”).

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Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.

Very truly yours,
BARCLAYS CAPITAL INC.
By:	/s/ Meghan M. Maher
Name:	Meghan M. Maher
Title:	Managing Director
COMMERZ MARKETS LLC
By:	/s/ Isidoro Mazzara
Name:	Isidoro Mazzara
Title:	Director
By:	/s/ David Schmidt
Name:	David Schmidt
Title:	Managing Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Sharon Harrison
Name:	Sharon Harrison
Title:	Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Matthew J. Siracuse
Name:	Matthew J. Siracuse
Title:	Managing Director
By:	/s/ Thomas Short
Name:	Thomas Short
Title:	Director
GOLDMAN SACHS & CO. LLC
By:	/s/ Raffael Fiumara
Name:	Raffael Fiumara
Title:	Vice President
J.P. MORGAN SECURITIES LLC
By:	/s/ Stephen L. Sheiner
Name:	Stephen L. Sheiner
Title:	Executive Director
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	/s/ Sandeep Chawla
Name:	Sandeep Chawla
Title:	Managing Director

[Signature Page 1 of 3 to the Underwriting Agreement]

MIZUHO SECURITIES USA LLC
By:	/s/ Vincent Murray
Name:	Vincent Murray
Title:	Managing Director
MORGAN STANLEY & CO. LLC
By:	/s/ Ian Drewe
Name:	Ian Drewe
Title:	Executive Director
Each as Representative for themselves and the other
underwriters named in Schedule I attached hereto.

[Signature Page 2 of 3 to the Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted

as of the date first written above.

TELEFÓNICA EMISIONES, S.A.U.
By:	/s/ Carlos David Maroto Sobrado
Name:	Carlos David Maroto Sobrado
Title:	Joint and Several Director (Administrador Solidario)
TELEFÓNICA, S.A.
By:	/s/ Jesús Romero Albarracín
Name:	Jesús Romero Albarracín
Title:	Deputy Chief Financial Officer

[Signature Page 3 of 3 to the Underwriting Agreement]

SCHEDULE I

Underwriters	Principal Amount of 5.520% Fixed Rate Senior Notes
Barclays Capital Inc.	$	138,889,000
Commerz Markets LLC	$	138,889,000
Credit Suisse Securities (USA) LLC	$	138,889,000
Deutsche Bank Securities Inc.	$	138,889,000
Goldman Sachs & Co. LLC	$	138,889,000
J.P. Morgan Securities LLC	$	138,889,000
Merrill Lynch, Pierce, Fenner & Smith                      Incorporated	$	138,889,000
Mizuho Securities USA LLC	$	138,889,000
Morgan Stanley & Co. LLC	$	138,888,000
TOTAL	$	1,250,000,000

Schedule I of the Underwriting Agreement

SCHEDULE II

Issuer Free Writing Prospectus: The only free writing prospectus is identified below and attached to Schedule III.

Number	Date
1.  The Term Sheet for the 5.520% Fixed Rate Senior Notes attached to Schedule III	February 26, 2019

Schedule II of the Underwriting Agreement

SCHEDULE III

Issuer Free Writing Prospectus

Exhibit 1 to Schedule III

Filed Pursuant to Rule 433

Registration Statement No. 333-224360

February 26, 2019

FINAL TERM SHEET

TELEFÓNICA EMISIONES, S.A.U.

5.520% FIXED RATE SENIOR NOTES TERMS AND CONDITIONS

This Free Writing Prospectus relates only to the securities described below and should only be read together with the Preliminary Prospectus Supplement dated February 26, 2019 and the accompanying Prospectus dated April 20, 2018 relating to these securities.

Issuer:	Telefónica Emisiones, S.A.U.
Guarantor:	Telefónica, S.A.
Expected Ratings*:	Baa3 (Stable) / BBB (Stable) / BBB (Stable) (Moody’s / S&P / Fitch)
Principal Amount:	$1,250,000,000
Security Type:	Senior Notes
Form of Issuance:	SEC Registered
Issue Price to Public:	100% of Principal Amount
Settlement Date:	March 1, 2019 (T+3)
Maturity Date:	March 1, 2049
CUSIP/ISIN:	87938W AX1 / US87938WAX11
Coupon:	5.520%
Benchmark Treasury:	UST 3.375% due November 15, 2048
Spread to Benchmark Treasury:	252 basis points (2.52%)
Treasury Strike:	107-11; 3.000%
Re-offer Yield:	5.520%
Interest Payment Dates:	March 1 and September 1 of each year
First Interest Payment Date:	September 1, 2019
Par Call Date:	September 1, 2048
Day Count Convention/Business Day Convention:	30/360; Following, Unadjusted; Madrid, London, New York

Exhibit 1 to Schedule III of the Underwriting Agreement

Redemption Provisions:
Tax call:	Optional redemption for taxation reasons, by no fewer than 30 nor more than 60 days’ notice ending on an Interest Payment Date at 100% of principal and accrued and unpaid interest.
Make-whole call:	Optional redemption, at any time prior to the Par Call Date by no fewer than 15 nor more than 60 days’ notice, at the greater of (x) 100% of principal and accrued and unpaid interest and (y) sum of the present values of the remaining payments of principal and interest that would be due if the Senior Notes matured on the Par Call Date (excluding any accrued and unpaid interest) discounted at a discount rate of Treasury plus 40 basis points, plus accrued and unpaid interest.
Par call:	Optional redemption, at any time on or after the Par Call Date by no fewer than 15 nor more than 60 days’ notice, at 100% of principal and accrued and unpaid interest.
Listing call:	Optional redemption, if the Senior Notes are not listed on a regulated market, multilateral trading facility or other organized market 45 days prior to the first Interest Payment Date at 100% of principal and accrued and unpaid interest.
Taxation:	Exemption from Spanish withholding tax applies subject to compliance by the paying agent with certain formalities and satisfaction of all other conditions for exemption from applicable Spanish withholding taxes.
Denominations:	Minimum of $1,000 with increments of $1,000 thereafter.
Minimum Initial Purchase Amount:	$150,000
Listing:	New York Stock Exchange
Joint Book-Running Managers:	Barclays Capital Inc.
	Commerz Markets LLC
	Credit Suisse Securities (USA) LLC
	Deutsche Bank Securities Inc.
	Goldman Sachs & Co. LLC

Exhibit 1 to Schedule III of the Underwriting Agreement

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

                    Incorporated

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

* Any ratings obtained will reflect only the views of the respective rating agency, and should not be considered a recommendation to buy, sell or hold the Senior Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR^®) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 1-888-603-5847, Commerz Markets LLC by calling 1-212-895-1909, Credit Suisse Securities (USA) LLC by calling 1-800-221-1037, Deutsche Bank Securities Inc. by calling 1-800-503-4611, Goldman Sachs & Co. LLC by calling 1-866-471-2526, J.P. Morgan Securities LLC by calling 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated by calling 1-800-294-1322, Mizuho Securities USA LLC by calling 1-866-271-7403 and Morgan Stanley & Co. LLC by calling 1-866-718-1649.

MIFID II professionals/ECPS-only/NO PRIIPS KID - Manufacturer Target Market (MIFID II Product Governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPS Key Information Document (KID) has been prepared as not available to retail in EEA.

The underwriters expect to deliver the Senior Notes to purchasers in registered book entry form through the facilities of The Depository Trust Company (“DTC”) for credit to accounts of direct or indirect participants in DTC, including Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank S.A./N.V., on or about March 1, 2019, which will be the third business day following the date of pricing of the Senior Notes (such settlement period being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.

Exhibit 1 to Schedule III of the Underwriting Agreement

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.

Exhibit 1 to Schedule III of the Underwriting Agreement

Exhibit 2 to Schedule III

Telefónica Investor Presentation

None.

Exhibit 2 to Schedule III of the Underwriting Agreement

SCHEDULE IV

March 1, 2019

Telefónica, S.A.

Telefónica Emisiones, S.A.U.

c/o Telefónica, S.A.

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid

Kingdom of Spain

Re: Preliminary Prospectus Supplement dated February 26, 2019, Term Sheet dated February 26, 2019 (the Preliminary Prospectus Supplement and the Term Sheet, together the “Disclosure Package”) and Prospectus Supplement dated February 26, 2019, of Telefónica Emisiones, S.A.U. and Telefónica, S.A. (the “Prospectus Supplement”)

Ladies and Gentlemen:

This will confirm that the following information appearing in the above-mentioned Disclosure Package and Prospectus Supplement relating to the 5.520% Fixed Rate Senior Notes due 2049 issued by Telefónica Emisiones, S.A.U. and unconditionally and irrevocably guaranteed by Telefónica, S.A., has been furnished by the Underwriters for use therein:

1. The names of the Underwriters appearing on the cover page and in the “Underwriting” section of the Preliminary Prospectus Supplement and the Prospectus Supplement and the names of the Underwriters appearing in the Term Sheets.

2. The information provided under “Other Relationships” in the “Underwriting” section of the Preliminary Prospectus Supplement and the Prospectus Supplement.

[The Remainder of this Page Intentionally Left Blank; Signature Page Follows]

Schedule IV of the Underwriting Agreement

IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.

Very truly yours,

BARCLAYS CAPITAL INC.

By:

Name:

Title:

COMMERZ MARKETS LLC

By:

Name:

Title:

CREDIT SUISSE SECURITIES (USA) LLC

By:

Name:

Title:

DEUTSCHE BANK SECURITIES INC.

By:

Name:

Title:

DEUTSCHE BANK SECURITIES INC.

By:

Name:

Title:

GOLDMAN SACHS & CO. LLC

By:

Name:

Title:

J.P. MORGAN SECURITIES LLC

By:

Name:

Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:

Name:

Title:

[Signature Page 1 of 2 to Blood Letter -

Schedule IV of the Underwriting Agreement]

MIZUHO SECURITIES USA LLC

By:

Name:

Title:

MORGAN STANLEY & CO. LLC

By:

Name:

Title:

Each as Representative for themselves and the other

underwriters named in Schedule I attached hereto.

[Signature Page 2 of 2 to Blood Letter - Schedule IV of the Underwriting Agreement]

EXHIBIT A

FORM OF OPINION OF GENERAL COUNSEL OF TELEFÓNICA

Exhibit A to the Underwriting Agreement

EXHIBIT B

FORM OF OPINION OF DAVIS POLK & WARDWELL LLP

Exhibit B to the Underwriting Agreement

EXHIBIT C

FORM OF NEGATIVE ASSURANCE LETTER OF DAVIS POLK & WARDWELL LLP

Exhibit C to the Underwriting Agreement

EXHIBIT D

FORM OF OPINION OF URÍA MENÉNDEZ ABOGADOS, S.L.P.

Exhibit D to the Underwriting Agreement

TELEFÓNICA EMISIONES, S.A.U.

DEBT SECURITIES

unconditionally and irrevocably guaranteed

by

TELEFÓNICA, S.A.

UNDERWRITING AGREEMENT

STANDARD PROVISIONS

February 26, 2019

Ladies and Gentlemen:

Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Company”), may from time to time enter into one or more underwriting agreements (each an “Underwriting Agreement”) that provide for the sale of certain of its securities specified in the particular Underwriting Agreement (the “Designated Securities”). The basic provisions set forth herein to the extent applicable to securities of the type represented by the Designated Securities will be incorporated by reference in any such Underwriting Agreement relating to a particular issue of Designated Securities. Each Underwriting Agreement will be entered into, with such additions and deletions as the parties thereto may determine and shall be specified in such Underwriting Agreement. The Underwriting Agreement may appoint a lead underwriter or underwriters (collectively, the “Representative(s)”) for the particular issue of Designated Securities and will specify the underwriters participating in such offering (the “Underwriters”, which term shall include any Underwriter substituted pursuant to Section 15 hereof). Payment of principal and interest on the Designated Securities will be fully and unconditionally guaranteed by Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”) pursuant to the terms of a guarantee to be dated as of the Closing Date (as defined below) (the “Guarantee”).

The obligation of the Company to issue and sell any of the Designated Securities, the obligation of the Guarantor to guarantee the Designated Securities, and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as “this Agreement.” The obligations of the Underwriters under this Agreement shall be several and not joint. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as defined therein.

The terms and rights of any particular issue of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the applicable indenture (the “Indenture”) identified in the Underwriting Agreement. An Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted.

Underwriting Agreement – Standard Provisions - 1

1. Representations and Warranties.

The Company and the Guarantor, jointly and severally, represent and warrant to, and agree with, each of the Underwriters named in the applicable Underwriting Agreement, as of the Applicable Time and as of the Closing Date, with respect to the Designated Securities as follows:

(a) An “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) in respect of the Designated Securities (File No. 333-224360) has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendments thereto, each in the form heretofore delivered or to be delivered to the Representative(s) and, excluding exhibits to such registration statement but including all documents incorporated by reference in each prospectus contained therein, delivered to the Representative(s) for each of the other Underwriters became effective under the Securities Act upon filing; and no other document with respect to such registration statement or any such document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission. For purposes of this Agreement, the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Designated Securities, is hereinafter called the “Basic Prospectus”; “Preliminary Prospectus” means the Basic Prospectus together with any preliminary prospectus (including any preliminary prospectus supplement) relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) of the rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act and provided to the Representative(s) for use by the Underwriters; “Registration Statement” means, collectively, the parts of such registration statement, including all exhibits thereto and any final prospectus supplement relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part thereof pursuant to Rule 430B of the Rules and Regulations, as amended as of the time of the most recent post-effective amendment thereto, if any, became or was deemed to have become effective under the Securities Act; “Prospectus” means the Basic Prospectus together with the prospectus (including any final prospectus supplement) relating to the Designated Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and provided to the Representative(s) for use by the Underwriters; “most recent Preliminary Prospectus” means the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations at or immediately prior to the Applicable Time (as hereinafter defined); “Issuer Free Writing Prospectus” means any “issuer free writing prospectus” (as defined in Rule 433 of the Rules and Regulations) relating to the Designated Securities; and “Disclosure Package” means the most recent Preliminary Prospectus and any Issuer Free Writing Prospectus issued at or prior to the Applicable Time (including the final term sheet or term sheets prepared pursuant to Section 5(a) below (the “Term Sheet(s)”) and attached to the applicable Underwriting Agreement, as such definition may be amended or supplemented by terms of the applicable Underwriting Agreement). “Applicable Time” is defined in the applicable Underwriting Agreement. Any references herein to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any documents incorporated by reference therein as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any

Underwriting Agreement – Standard Provisions - 2

amendment or supplement to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus. For purposes of Section l of this Agreement, all references to the Registration Statement, any post-effective amendments thereto and the Prospectus will be deemed to include, without limitation, any electronically transmitted copies thereof, including, without limitation, any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).

(b) (i) No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission; (ii) to the best knowledge of the Company and the Guarantor after due enquiry no proceeding for that purpose has been initiated or threatened by the Commission; (iii) no notice of objection of the Commission to the use of such registration statement and any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company or the Guarantor; and (iv) no order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. The Registration Statement conforms in all material respects, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform in all material respects, to the requirements of the Securities Act and the Rules and Regulations; the Registration Statement and any post-effective amendments thereto do not and will not, as of the applicable effective date or dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendment or supplement thereto will not, as of its date and as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation or warranty will not apply to (i) any statements or omissions made in reliance upon, and in conformity with, written information furnished to the Company or to the Guarantor by any Underwriter through the Representative(s) expressly for inclusion therein, such information being that identified on Schedule IV in each applicable Underwriting Agreement, or (ii) the part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended, of the trustee.

(c) There is no contract or document required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement or to a document incorporated by reference into the Registration Statement, the Disclosure Package or the Prospectus which is not described or filed as required.

(d) The Disclosure Package, as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty will not apply to any statements or omissions made in reliance upon, and in conformity with, written information furnished to the Company or the Guarantor by any Underwriter through the Representative(s) expressly for use in the Disclosure Package, such information being that identified in each applicable Underwriting Agreement.

Underwriting Agreement – Standard Provisions - 3

(e) The Guarantor has been, since the initial filing of the Registration Statement, and is a “well-known seasoned issuer” and has not been, since the initial filing of the Registration Statement, and is not an “ineligible issuer” (as such terms are defined in Rule 405 of the Rules and Regulations).

(f) Neither the Company nor the Guarantor has made or will make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus, unless such Issuer Free Writing Prospectus has been previously consented to by the Representative(s) and is substantially in form and substance as attached to the applicable Underwriting Agreement; the Company and the Guarantor will comply with the requirements of Rule 433 of the Rules and Regulations with respect to any such Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; any such Issuer Free Writing Prospectus will not, as of its issue date and through the Closing Date, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, did not, when issued or filed pursuant to Rule 433 of the Rules and Regulations, and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, the Company and the Guarantor will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission.

(g) The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus that were or hereafter are filed with or furnished to the Commission, at the time they were or hereafter are so filed or furnished, complied or will comply, as the case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(h) Each of the Company and the Guarantor has been duly incorporated and is validly existing as a limited liability corporation (a sociedad anónima) under the laws of the Kingdom of Spain.

(i) This Agreement, the Indenture and the Guarantee will have been duly authorized, executed and delivered by the Company and the Guarantor as of the Closing Date and, once so authorized, executed and delivered will constitute legal, binding and enforceable obligations of the Company and the Guarantor, as applicable, subject to all applicable laws affecting creditors’ rights generally in the event of insolvency (concurso), bankruptcy, winding-up, reorganization or liquidation of the Company or the Guarantor, as the case may be, or any equitable remedies.

Underwriting Agreement – Standard Provisions - 4

(j) The sole shareholder of the Company has duly authorized the issuance by the Company of the Designated Securities. Also, the joint and several directors (Administradores Solidarios) of the Company are entitled to resolve on the issuance by the Company of the Designated Securities. The Designated Securities, when executed, authenticated and delivered in accordance with the Indenture, will constitute legal, valid, binding and enforceable obligations of the Company, as applicable, subject to all applicable laws affecting creditors’ rights generally in the event of insolvency (concurso), bankruptcy, winding-up, reorganization or liquidation of the Company, or any equitable remedies.

(k) The execution and delivery of this Agreement, the Indenture and the Guarantee, and the consummation of the transactions herein and therein contemplated and compliance with the terms hereof and thereof do not conflict with and will not result in a breach of any of the terms or provisions of, or constitute a default under, the constitutive documents of the Company or the Guarantor, as the case may be, the laws of the Kingdom of Spain or any indenture, trust deed, mortgage or other agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it or any of its properties is bound, or infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Company or the Guarantor, as the case may be, or its properties, except in any such case for any conflicts, breaches or defaults that would not have a material adverse effect on the financial position or prospects of the Guarantor and its subsidiaries, considered as one enterprise (a “Material Adverse Effect”).

(l) Since the date of the latest financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus none of the Company, the Guarantor or any of Telefónica de España, S.A., Telefónica Latinoamerica Holding, S.L. and Telefónica Europe Plc (the “Material Subsidiaries”) has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement, the Disclosure Package and the Prospectus and except any such loss or interference that would not result in a Material Adverse Effect.

(m) All material authorizations, consents, approvals, filings, notifications and registrations required by the Company or the Guarantor, as the case may be, for or in connection with the performance by the Company or the Guarantor, as the case may be, of the obligations expressed to be undertaken by it herein have been obtained and are in full force and effect, or, as the case may be, have been effected, except (i) such as may be required by the securities, Blue Sky or similar laws of the various states of the United States in connection with the offer and sale of the Designated Securities, (ii) such approvals as have been requested and obtained, (iii) the registration of a public deed (escritura de emisión) related to the issue of the Designated Securities with the Mercantile Registry,), and (iv) the registration with the Mercantile Registry of the fact that the Designated Securities have been paid out.

Underwriting Agreement – Standard Provisions - 5

(n) Neither the Company, the Guarantor, nor any person that is controlled by the Company or the Guarantor, as the case may be, nor any person acting on its or their behalf, except for the Underwriters as to whom no representation or warranty is made, has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilization in violation of applicable laws or manipulation of the price of the Designated Securities of the Company to facilitate the sale or resale of the Designated Securities and the Guarantee.

(o) Neither the Company nor the Guarantor is an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

(p) The consolidated financial statements of the Guarantor, together with the related schedules and notes (the “Financial Statements”) included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the financial position of the Guarantor and its consolidated subsidiaries at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Guarantor and its consolidated subsidiaries for the periods specified; said Financial Statements have been prepared in conformity with international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”), which do not differ for the purposes of the Telefónica Group from IFRS as adopted by the European Union (IFRS-EU) applied in accordance with applicable law throughout the periods involved. The supporting schedules, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in accordance with IFRS as issued by the IASB the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the Financial Statements incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

(q) Other than as set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, there are no actions, suits or governmental proceedings pending to which the Company, the Guarantor or any subsidiary of the Guarantor is a party or of which any asset of the Company, the Guarantor, or any subsidiary of the Guarantor is the subject which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or to impair the ability of the Company or the Guarantor to consummate the transactions contemplated hereby; and, to the best of the Guarantor’s knowledge, no such actions, suits or proceedings are threatened or contemplated by any court or governmental, regulatory or stock exchange authority having jurisdiction over the Company, the Guarantor, any Material Subsidiary or any of their respective assets (each a “Governmental Authority”) or any other party, which could reasonably be expected to have a Material Adverse Effect, or to impair the ability of the Company or the Guarantor to consummate the transactions contemplated hereby.

Underwriting Agreement – Standard Provisions - 6

(r) Based on the evaluation of its disclosure controls and procedures performed in conjunction with its Form 20-F filed for the last fiscal year, the Guarantor is not aware of (i) any material weaknesses in its internal controls; or (ii) any material fraud, that involves management or other employees who have a significant role in the Guarantor’s internal controls.

(s) The Company is a wholly-owned subsidiary of the Guarantor, the Guarantee is full and unconditional; and no subsidiary of the Guarantor will guarantee the Designated Securities.

(t) As long as certain conditions are met, under Law 10/2014 of 26 June, Law 10/2014, of 26 June on the regulation, supervision and solvency of credit entities (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito ), (“Law 10/2014 of 26 June”), any payments in respect of the Designated Securities made by the Company to non-Spanish tax resident beneficial owners, who do not operate with respect to the Designated Securities through a permanent establishment in Spain, shall not be subject to taxation in Spain pursuant to the consolidated text of the Non-Resident Income Tax Law promulgated by Royal Legislative Decree 5/2004 of 5 March (Real Decreto Legislativo 5/2004, de 5 de marzo, por el que se aprueba el Texto Refundido de la Ley del Impuesto sobre la Renta de no Residentes), and no Spanish withholding tax shall be required on such payments unless the paying agent fails to provide the Company and the Guarantor with certain documentation in a timely manner, in which case such payments will be subject to Spanish withholding tax at the currently applicable rate (19% for year 2019).

2. Representations and Warranties of the Underwriters.

Each Underwriter represents and warrants, severally and not jointly, to, and agrees with, the Company, the Guarantor and each other Underwriter that:

(a) it has not made, and will not make any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed with the Commission, other than the information contained in the Term Sheet(s) prepared pursuant to section 5(a) below, without the prior written consent of the Company, the Guarantor and the Representative(s);

(b) it and its respective affiliates (as defined in Rule 501(b) under the Securities Act) and any person acting on its or their behalf has complied and will comply with the selling restrictions set out in Annex A hereto;

(c) neither it nor its respective affiliates (as defined in Rule 501(b) under the Securities Act) nor any person acting on its or their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of the Designated Securities in violation of applicable laws;

(d) in connection with the initial distribution of the Designated Securities, it will not sell Designated Securities to any purchaser thereof in an aggregate amount of less than $150,000; and

(e) in connection with this offering, sale of the Designated Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between

Underwriting Agreement – Standard Provisions - 7

the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Underwriters, on the one hand, and the Company and the Guarantor, on the other, exists; and (ii) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or the Guarantor, including, without limitation, with respect to the determination of the price of the Designated Securities, and such relationship between the Underwriters, on the one hand, and the Company and the Guarantor, on the other, is entirely and solely commercial, based on arms-length negotiations.

3. Purchase and Sale.

(a) The Company agrees to sell to each Underwriter named in the applicable Underwriting Agreement and each Underwriter, upon the basis of the representations and warranties contained in this Agreement, but subject to the conditions in this Agreement, agrees to purchase from the Company severally and not jointly, the aggregate principal amounts of Designated Securities set forth opposite their names in Schedule I of the applicable Underwriting Agreement at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery.

(b) The several commitments of the Underwriters to purchase the Designated Securities pursuant to the applicable Underwriting Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements contained in this Agreement and shall be subject to the terms and conditions set forth in this Agreement.

4. Delivery and Payment.

The global certificates for the Designated Securities to be purchased by the Underwriters shall be delivered by or on behalf of (and at the expense of) the Company to or upon the order of the Underwriters against payment by the Underwriters of the purchase price therefor by wire transfer of immediately available funds, payable to or upon the order of the Company, at the Scheduled Closing Date, as set forth in the applicable Underwriting Agreement, and as the Representative(s) shall designate, which date and time may be postponed by agreement among the Underwriters, the Company and the Guarantor (such date and time of delivery and payment for the Designated Securities being herein called the “Closing Date”). Payment for the Designated Securities shall be made against delivery to the Underwriters of the Designated Securities registered in such names and in such denominations as the Underwriters shall request in writing, with any transfer taxes payable in connection with the transfer of the Designated Securities to the Underwriters duly paid by the Guarantor. The Company agrees that delivery of the Designated Securities will be made on the Closing Date through the book-entry facilities of The Depository Trust Company (“DTC”). Upon issuance, all Designated Securities will be represented by one or more global securities registered in the name of a nominee of the DTC.

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5. Covenants and Agreements of the Company and the Guarantor.

The Company and the Guarantor, jointly and severally, covenant with each Underwriter of the Designated Securities as follows:

(a) The Company and the Guarantor will file the Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b). The Company or the Guarantor will notify the Representative(s), promptly after filing of the Registration Statement, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed. The Company or the Guarantor will notify the Representative(s) promptly of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information; the Company and the Guarantor will prepare and file with the Commission, promptly upon the reasonable request of the Representative(s), any amendments or supplements to the Registration Statement or the Prospectus which, in the reasonable opinion of the Representative(s), may be necessary or advisable in connection with the distribution of the Designated Securities; and neither the Company nor the Guarantor will file any amendment or supplement to the Registration Statement or the Prospectus or file any document under the Exchange Act before the termination of the offering of the Designated Securities by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus, which filing is not consented to by the Representative(s) after reasonable notice thereof (such consent not to be unreasonably withheld or delayed). The Company and the Guarantor will prepare one or more Term Sheets, containing solely a description of the Designated Securities, substantially in the form attached to the applicable Underwriting Agreement and approved by the Representative(s) and file such Term Sheet or Term Sheets pursuant to Rule 433(d) under the Securities Act within the time period prescribed by such Rule. The Company or the Guarantor will advise the Representative(s) promptly of the issuance by the Commission or any State or other regulatory body of any stop order or other order suspending the effectiveness of the Registration Statement, suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending the qualification of the Designated Securities for offering or sale in any jurisdiction, of the institution of any proceedings for any such purpose, or of receipt by the Company or the Guarantor from the Commission of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations; and the Company and the Guarantor will use their reasonable best efforts to prevent the issuance of any stop order or other such order or any such notice of objection and, if a stop order or other such order is issued or any such notice of objection is received, to obtain as soon as practicable the lifting or withdrawal thereof.

(b) Subject to the selling restrictions set forth in Annex A to this Agreement, the Company and the Guarantor will use their reasonable best efforts, in cooperation with the Underwriters, to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representative(s) may reasonably request; provided, however, that neither the Company nor the Guarantor shall be obligated to file any general consent to service of process, subject itself to taxation or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction.

(c) The Company and the Guarantor shall prepare the Disclosure Package and the Prospectus in a form approved by the Underwriters, and will promptly furnish the Underwriters with copies of the Registration Statement, the Preliminary

Underwriting Agreement – Standard Provisions - 9

Prospectus, the Term Sheets, any Issuer Free Writing Prospectus and the Prospectus in such quantities as the Underwriters may from time to time reasonably request, and will not file or publish any amendment or supplement to the Registration Statement, the Disclosure Package or the Prospectus, except in accordance with Section 1(f) above, and unless they have furnished a copy to the Underwriters for their review and, except as required by law, will not publish any such proposed amendment or supplement to which the Underwriters reasonably object. If at any time prior to completion of the distribution of the Designated Securities (as determined by the Underwriters) any event occurs as a result of which the Registration Statement, the Disclosure Package or the Prospectus, each as then amended or supplemented, would contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company and the Guarantor will promptly so notify the Underwriters. If so notified, the Underwriters shall forthwith suspend any solicitation of offers to purchase Designated Securities and shall cease using the Registration Statement, the Disclosure Package or the Prospectus. If the Company and the Guarantor should decide to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, as the case may be, to correct such statement or omission, the Company and the Guarantor, upon the completion thereof, will furnish to the Underwriters a reasonable number of copies of such amendment or supplement to the Registration Statement, the Disclosure Package or the Prospectus.

(d) The Company and the Guarantor shall furnish to the Underwriters as soon as practicable and thereafter from time to time prior to the completion of the distribution of the Designated Securities (as determined by the Underwriters) as many copies of the Registration Statement, the Disclosure Package and the Prospectus and any amendments thereof and supplements thereto as the Underwriters may reasonably request.

(e) The Company or the Guarantor will pay the required Commission filing fees relating to the Designated Securities within the time period required by Rule 456(b)(1) of the Rules and Regulations and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations.

(f) If required by Rule 430B(h) of the Rules and Regulations, the Company or the Guarantor will prepare a prospectus in a form approved by the Representative(s) and file such prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than may be required by such Rule; and, except as required by law or approved by the Representative(s) (which approval shall not be unreasonably withheld), neither the Company nor the Guarantor will make any further amendment or supplement to such prospectus.

(g) The Guarantor will use its reasonable best efforts, and shall cause the Company to use its reasonable best efforts, to ensure that the public deed in respect of the Designated Securities is registered in the Madrid Mercantile Registry.

(h) The Guarantor will use its reasonable best efforts, and shall cause the Company to use its reasonable best efforts, to ensure that the Designated Securities qualify as debt instruments (instrumentos de deuda) under Law 10/2014 of 26 June, or any other law substituting or amending such law.

Underwriting Agreement – Standard Provisions - 10

(i) The Guarantor will use its reasonable best efforts, and shall cause the Company to use its reasonable best efforts, to ensure that the disbursement minutes in respect of the Designated Securities are registered in the Madrid Mercantile Registry.

(j) The Guarantor will use its reasonable best efforts, and shall cause the Company to use its reasonable best efforts, to permit the Designated Securities to be eligible for clearance and settlement through DTC.

(k) The Guarantor will use its reasonable best efforts, and shall cause the Company to use its reasonable best efforts, to list the Designated Securities on a regulated market, multilateral trading facility or other organized market no later than 45 days prior to the first day on which interest on such Designated Securities is payable (the “First Interest Payment Date”) and to maintain such listing at all times prior to and including the First Interest Payment Date.

(l) From the date of the applicable Underwriting Agreement and continuing to and including 10 days following the Closing Date, the Guarantor will not, and shall ensure that the Company does not, without the prior written consent of the Representative(s) (which consent shall not be unreasonably withheld), offer, sell, contract to sell or otherwise dispose of in the United States any U.S. dollar-denominated debt securities issued or guaranteed by the Guarantor which are substantially similar to the Designated Securities.

(m) The Guarantor agrees that for as long as the Designated Securities are outstanding it will maintain sufficient ownership of the share capital of the Company, directly or indirectly, to control its actions.

(n) The Company and the Guarantor acknowledge and agree that in connection with this offering, sale of the Designated Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and the Guarantor, on the one hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or the Guarantor, including, without limitation, with respect to the determination of the price of the Designated Securities, and such relationship between the Company and the Guarantor, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company or the Guarantor shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company and the Guarantor. The Company and the Guarantor hereby waive any claims that the Company or the Guarantor may have against the Underwriters with respect to any breach of fiduciary duty asserted to be owed by the Underwriters to the Company or the Guarantor in connection with this offering.

6. Conditions of Underwriters’ Obligations.

The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase under this Agreement on the Closing Date are subject (i) to the accuracy in all material respects of the

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representations and warranties of the Company and the Guarantor contained in this Agreement as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, (iii) to the performance by the Company and the Guarantor of their obligations under this Agreement, and to the following further conditions:

(a) The Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof; all filings (including, without limitation, the final term sheet prepared pursuant to Section 5(a) hereof) required by Rule 424(b) or Rule 433 of the Rules and Regulations shall have been made, and no such filings will have been made without the consent of the Representative(s); no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto, preventing or suspending the use of the Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or suspending the qualification of the Designated Securities for offering or sale in any jurisdiction shall have been issued; no proceedings for the issuance of any such order shall have been initiated or threatened; no notice of objection of the Commission to use the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations shall have been received by the Company; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been disclosed to the Underwriters and complied with the Underwriters’ satisfaction.

(b) No Underwriter shall have been advised by the Company or shall have discovered and disclosed to the Company that the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact which in the opinion of the Underwriters, or in the opinion of counsel to the Underwriters, is material, or omits to state a fact which, in the opinion of the Underwriters, or in the opinion of counsel to the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(c) At the Closing Date, if from the Applicable Time to the Closing Date there is no Downgrade Event or Review Event (each as defined below), the Underwriters shall have received a certificate, dated as of the Closing Date, of the Guarantor signed by the deputy chief financial officer of the Guarantor, certifying, with respect to the Guarantor, that at the Closing Date and subsequent to the dates as of which information is given in the Disclosure Package, (i) no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission (ii) there shall not have been any material adverse change in the financial condition, earnings or prospects of the Guarantor and its subsidiaries, considered as one enterprise, (iii) since the Applicable Time, there shall not have been, with respect to the rating of any debt securities or preferred stock of the Guarantor or debt securities or preferred stock unconditionally guaranteed by the Guarantor, a downgrade by Moody’s Investor Services, Inc. (“Moody’s”), Fitch Ratings Ltd. (“Fitch”); or Standard and Poor’s Corporation (“S&P”) (any such event, a “Downgrade Event”), or any public announcement that either Moody’s, Fitch, or S&P has under surveillance or review its rating of any debt securities or preferred stock of the Guarantor or debt securities or preferred stock unconditionally guaranteed by the Guarantor (other than an announcement with positive

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implications of a possible upgrading, and no implication of a possible downgrading, of such rating, and any announcement made prior to the Applicable Time) (any such event, a “Review Event”), (iv) each of the Company and the Guarantor shall have complied with all agreements and satisfied all conditions on its respective part to be performed or satisfied hereunder at or prior to the Closing Date, and (v) the representations and warranties of the Company and the Guarantor set forth in Section 1 above and in the applicable Underwriting Agreement, if any, are accurate in all material respects as though expressly made at and as of the Closing Date. If, however, from the Applicable Time to the Closing Date, there is a Downgrade Event or a Review Event, the Underwriters shall have received at the Closing Date a certificate, dated as of the Closing Date, of the Guarantor signed by the deputy chief financial officer of the Guarantor, certifying, with respect to the Guarantor, solely the matters set forth in Section 6(c)(i), (ii), (iv) and (v), unless the Representatives, on behalf of the Underwriters, shall have notified in writing to the Company and the Guarantor, by the earlier of 48 hours from the occurrence of the Downgrade Event or Review Event, as the case may be, or the Closing Date, that in their good faith and judgment such Downgrade Event or Review Event makes it impracticable or inadvisable to consummate the offering of the Designated Securities.

In addition, at the Closing Date, the Underwriters shall have received a certificate dated as of the Closing Date of the Company signed by a director of the Company certifying, with respect to the Company, the matters set forth in this Section 6(c)(iv) and (v).

(d) At the Closing Date, the Underwriters shall have received a signed opinion or opinions of counsel reasonably satisfactory to the Underwriters, dated as of the Closing Date.

(e) At the Applicable Time, the Underwriters shall have received letters of accountants, ordinarily referred to as “comfort letters”, confirming information as specified in the applicable Underwriting Agreement and dated the date on which the Term Sheets and/or the Prospectus are dated, as applicable from those accountants of the Guarantor or any of its subsidiaries as specified in the applicable Underwriting Agreement.

(f) At the Closing Date, the Underwriters shall have received letters of accountants dated as of the Closing Date, confirming information as specified in the comfort letters delivered pursuant to Section 6(e) above, from those accountants of the Guarantor or any of its subsidiaries as specified in the applicable Underwriting Agreement.

If any of the conditions specified in this Section 6 or in Section 2 of the applicable Underwriting Agreement shall not have been fulfilled in all material respects when and as required by this Agreement to be fulfilled, this Agreement may be terminated by the Underwriters upon notice to the Company and the Guarantor at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 7 herein. Notwithstanding any such termination, the provisions of Sections 8, 9, 10, 14 and 16 herein shall remain in effect.

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7. Payment of Expenses.

The Guarantor will pay costs and expenses incident to the performance of the Company’s and the Guarantor’s obligations under this Agreement as the parties may separately agree.

8. Indemnification.

(a) The Company and the Guarantor jointly and severally agree to indemnify and hold harmless the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred and reasonably and properly documented, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), the Disclosure Package, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) against any and all expense whatsoever (including reasonable fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) above; provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by the Underwriters expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to the Prospectus) or (B) an untrue statement or omission or alleged untrue statement or omission of a material fact in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement to part of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus) delivered to any person if such untrue statement or omission was corrected in any subsequent Issuer Free Writing Prospectus, Preliminary Prospectus or Prospectus or any amendment or supplement thereto, if copies thereof were delivered to such Underwriter sufficiently in advance of the Applicable Time to enable such Underwriter to deliver such copies to such person and a copy thereof was not furnished to such person prior to the confirmation of the sale of Designated Securities to such person.

(b) Each Underwriter severally, but not jointly, agrees to indemnify and hold harmless the Company and the Guarantor, and each person, if any, who controls the Company or the Guarantor, within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement to the Prospectus), in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by the Underwriters expressly for use in such Issuer Free Writing Prospectus, Disclosure Package or Prospectus (or any amendment or supplement to the Prospectus).

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(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent the indemnified party and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 8 if the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action, if in the written opinion of counsel to either the indemnifying party or the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. The indemnified party shall not be liable for any settlement of any proceeding effected without its written consent.

9. Contribution.

If the indemnification provided for in Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) of Section 8, then each indemnifying party shall contribute to the amount paid or payable by such

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indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) of Section 8, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and the Underwriters, on the other, from the offering of the Designated Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantor, on the one hand, and the Underwriters, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor, on the one hand, and the Underwriters, on the other, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Underwriters from the Company under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantor or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 9. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 9. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities purchased by it were resold exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 9 to contribute are several in proportion to their respective purchase obligations and not joint.

10. Representations, Warranties and Agreements.

The representations, warranties, indemnities, agreements and other statements of the Underwriters, the Company and the Guarantor and their officers set forth in or made pursuant to this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company, the Guarantor or the Underwriters or controlling person and will survive delivery of and payment for the Designated Securities.

11. Termination of Agreement.

(a) The Underwriters may terminate this Agreement, by notice to the Company or the Guarantor, at any time at or prior to the Closing Date:

(i) if there has been, since the Applicable Time, except as otherwise set forth or contemplated by the Registration Statement, the Disclosure

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Package and the Prospectus, any change, or any development (other than as set forth in or contemplated by the Registration Statement, the Disclosure Package and the Prospectus), in the financial condition, earnings or prospects of the Guarantor and its subsidiaries, considered as one enterprise, which, in the judgment of the Representative(s), is material and adverse in the context of the issuance, offer and sale of the Designated Securities and makes it impracticable or inadvisable to proceed with completion of the offering or the sale of and payment for the Designated Securities; or

(ii) if, since the Applicable Time there has occurred:

(A) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or in the over-the counter market or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by such exchange or by order of the Commission, or any other Governmental Authority, or

(B) any material suspension of trading of any equity securities issued by the Guarantor by the Commission, the Comisión Nacional del Mercado de Valores, the Spanish Stock Exchanges or the New York Stock Exchange, or

(C) any banking moratorium declared by Spanish, United States Federal or New York State authorities, or

(D) any major disruption of settlements of securities or clearance services in the United States or with respect to DTC, or

(E) any change or any development involving a prospective change in national or international political, financial or economic conditions or exchange controls which, in the judgment of the Representative(s), makes it impracticable or inadvisable to proceed with the completion of the offering or sale of and payment for the Designated Securities, or

(F) any attack on, or outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by the United States Congress or any other substantial calamity or emergency if, in the judgment of the Representative(s), the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with completion of the offering or sale of and payment for the Designated Securities.

(b) If the Underwriters propose to terminate this Agreement pursuant to Sections 11(a)(i), 11(a)(ii)(E) or 11(a)(ii)(F), the Representative(s) shall enter into consultations with the Guarantor by telephone. Such consultation shall take place among one senior representative of each of the Representative(s) and the Guarantor. The senior representative(s) of the Representative(s) will explain in depth the basis of their determination and the senior representative of the Guarantor will relay the views of the Company and the Guarantor to the

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Representative(s). If no such consultation takes place within a time period as reasonably determined by the Representative(s) to be appropriate, despite the best efforts of the Representative(s) to reach the senior representative of the Guarantor, or if no consensus can be reached during that period, the Representative(s) may (unanimously, if there is more than one Representative), in the name of the Underwriters, effect the termination of the obligations of the Underwriters under this Agreement.

(c) If this Agreement is terminated pursuant to this Section 11, such termination shall be without liability of any party to any other party, except to the extent provided in Section 7. Notwithstanding any such termination, the provisions of Sections 8, 9, 10, 14 and 16 shall remain in effect.

12. Notices.

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered, mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the address of the Representative(s) described in the applicable Underwriting Agreement (with a copy to the General Counsel at the same address). Notices to the Company and the Guarantor shall be directed to them at the following address:

Telefónica S.A.

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid

SPAIN

Attention: General Counsel

13. Parties.

This Agreement is made solely for the benefit of the Underwriters, the Company and the Guarantor and, to the extent expressed, any person controlling the Company, the Guarantor or the Underwriters, and their respective executors, administrators, successors and assigns and, no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include any purchaser, as such purchaser, from the Underwriters of the Designated Securities.

14. Submission to Jurisdiction.

Each party to this Agreement irrevocably agrees that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated by this Agreement will be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and, to the extent permitted by law, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and the Guarantor will each irrevocably appoint CT Corporation System, New York, New York, as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on this Agreement or the transactions contemplated by this Agreement which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York and each party to this Agreement expressly consents to the jurisdiction of any such court in respect of any such suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and the Guarantor each represents and warrants that the

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Authorized Agent has agreed to act as said agent for service of process, and the Company and the Guarantor each agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or the Guarantor, as the case may be, shall be deemed, in every respect, effective service of process upon the Company or the Guarantor.

15. Default by one or more of the Underwriters.

(a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the Designated Securities which it or they have agreed to purchase pursuant to this Agreement (the “Defaulted Designated Securities”), the Representative(s) may in its or their discretion arrange for itself or themselves or another party or other parties satisfactory to the Company to purchase such Defaulted Designated Securities on the terms contained in this Agreement. If within 36 hours after such default by any Underwriter the Representative(s) does not or do not arrange for the purchase of such Defaulted Designated Securities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Representative(s) to purchase such Defaulted Designated Securities on such terms. In the event that, within the respective prescribed period, the Representative(s) notify the Company that it or they have so arranged for the purchase of such Defaulted Designated Securities, or the Company notifies the Representative(s) that it has so arranged for the purchase of such Defaulted Designated Securities, the Representative(s) or the Company shall have the right to postpone the Closing Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representative(s) may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 15 with like effect as if such person had originally been a party to this Agreement.

(b) If, after giving effect to any arrangements for the purchase of the Defaulted Designated Securities by the Representative(s) and the Company as provided in subsection (a) above, the aggregate principal amount of such Defaulted Designated Securities which remains unpurchased does not exceed 15% of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase pursuant to this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase pursuant to this Agreement) of the Defaulted Designated Securities for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Defaulted Designated Securities by the Representative(s) and the Company as provided in subsection (a) above, the aggregate principal amount of Defaulted Designated Securities which remains unpurchased exceeds 15% of the

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aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor, except for the expenses to be borne by the Guarantor as provided in Section 7 hereof, the indemnity agreement in Section 8 hereof and the contribution agreement in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

16. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. Counterparts.

This Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement.

18. Entire Agreement.

This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.

19. Amendments.

This Agreement may be amended or supplemented only if such amendment or supplement is in writing and is signed by each party hereto.

20. Patriot Act.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Guarantor, which information may include, exclusively for purposes of complying with the USA Patriot Act, the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

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ANNEX A

Selling Restrictions

1. Other than in the United States, no action has been or will be taken by the Company or the Guarantor in any jurisdiction that would permit a public offering of the Designated Securities or the Guarantee or possession or distribution of any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or any other offering material relating to the Designated Securities or the Guarantee in any country or jurisdiction where action for that purpose is required. Each Underwriter agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Designated Securities or has in its possession or distributes any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any amendments or supplements thereto or any other material relating to the Designated Securities.

2. The Designated Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Designated Securities or otherwise making them available to retail investors in the EEA has been prepared and, therefore, offering or selling the Designated Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The Prospectus Supplement and the accompanying Prospectus have been prepared on the basis that any offer of Designated Securities in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Designated Securities. The Prospectus Supplement and the accompanying Prospectus are not a prospectus for the purposes of the Prospectus Directive.

3. The Designated Securities, the Prospectus Supplement and the accompanying Prospectus have not been approved or registered in the administrative registries of the Comisión Nacional del Mercado de Valores. Accordingly, the Designated Securities may not be offered or sold in Spain except in accordance with the requirements of (a) the Spanish Securities Law (Real Decreto Legislativo 4/2015, de 23 de Octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores); (b) the Royal Decree 1310/2005, of November 4; and (c) any decrees and regulations made thereunder (and, if applicable, the relevant laws and regulations which in the future may replace the aforementioned existing legal provisions).

Each Underwriter represents and agrees that it will not initially offer or sell the Designated Securities in Spain, but the Underwriters make no representation as to subsequent resales of the Designated Securities.

4. Each Underwriter represents and agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United

Annex A to the Standard Provision of the Underwriting Agreement - 1

Kingdom Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Designated Securities or the Guarantee in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities or the Guarantee in, from or otherwise involving the United Kingdom.

5. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Designated Securities has led to the conclusion that: (i) the target market for the Designated Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Designated Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Designated Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Designated Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

6. The information in the Prospectus Supplement, the accompanying Prospectus or any other document relating to the offer has not been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Designated Securities. The Prospectus Supplement and the accompanying Prospectus are issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and these securities may not be offered or sold in the United Kingdom by means of the Prospectus Supplement, the accompanying Prospectus, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. The Prospectus Supplement and the accompanying Prospectus should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

7. In addition, in the United Kingdom, the Prospectus Supplement and the accompanying Prospectus are being distributed only to, and are directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Prospectus Supplement and the accompanying Prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which the Prospectus Supplement and the accompanying Prospectus relates is only available to, and will be engaged in with, relevant persons.

8. The Prospectus Supplement and the accompanying Prospectus have not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), nor has it been authorized by the Securities and Futures Commission in Hong Kong

Annex A to the Standard Provision of the Underwriting Agreement - 2

pursuant to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). No action has been taken in Hong Kong to authorize or register the Prospectus Supplement and the accompanying Prospectus or to permit the distribution of the Prospectus Supplement, the accompanying Prospectus or any documents issued in connection with it. The Designated Securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). No advertisement, invitation or document relating to the Designated Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder. No person allotted the Designated Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such Designated Securities.

9. The Prospectus Supplement and the accompanying Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Designated Securities were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and the Prospectus Supplement, the accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

Annex A to the Standard Provision of the Underwriting Agreement - 3

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law; or

(d) as specified in Section 276(7) of the SFA.

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Designated Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

10. The Designated Securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Act of Japan (the “Financial Instruments and Exchange Act”) pursuant to an exemption from the registration requirements applicable to a private placement to Qualified Institutional Investors (as defined in Article 2, paragraph 3 of the Financial Instruments and Exchange Act and the regulation promulgated thereunder). Each underwriter has agreed that it will not offer or sell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, other than Qualified Institutional Investors, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

Annex A to the Standard Provision of the Underwriting Agreement - 4

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

among

TELEFÓNICA EMISIONES, S.A.U.,

as Issuer,

TELEFÓNICA, S.A.,

as Guarantor

and

THE BANK OF NEW YORK MELLON,

as Trustee, Transfer Agent, Registrar and Paying Agent

March 1, 2019

$1,250,000,000

FIXED RATE SENIOR NOTES DUE 2049

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions		1
Section 1.02.	Conflict with Trust Indenture Act		3
Section 1.03.	Effect of Headings and Table of Contents		3
Section 1.04.	Successors and Assigns		3
Section 1.05.	Separability Clause		3
Section 1.06.	Benefits of Supplemental Indenture		3
Section 1.07.	Governing Law		3
Section 1.08.	Execution in Counterparts		4
Section 1.09.	Recitals by the Issuer and the Guarantor		4
Section 1.10.	Ratification and Incorporation of Original Indenture		4
ARTICLE 2
DESIGNATED SECURITIES
Section 2.01.	Creation of Designated Securities		4
Section 2.02.	Limitation on Aggregate Principal Amount of Designated Securities		4
Section 2.03.	Payment of Principal		4
Section 2.04.	Interest and Interest Rate		4
Section 2.05.	Paying Agent		5
Section 2.06.	Place of Payment		7
Section 2.07.	Denominations		7
Section 2.08.	Listing		7
Section 2.09.	Security Certificates		7
Section 2.10.	Defeasance and Covenant Defeasance		8
Section 2.11.	Additional Amounts		8
Section 2.12.	Redemption		9
Section 2.13.	Consolidation, Merger, Conveyance, Transfer or Lease; Assumption		10
Section 2.14.	Procedures; Payment Statement		10
Section 2.15.	Maintenance of Tax Procedures		10
Section 2.16.	Certificated Securities		11
Section 2.17.	USA Patriot Act		11
Section 2.18.	Additional Rights		11
EXHIBIT A	Form of Security Certificate Representing Designated Securities		A-1
EXHIBIT B	Procedures to be Performed by the Issuer, the Guarantor and the Paying Agent in Connection with Spanish Law 10/2014, of June 26 and Royal Decree 1065/2007, of July 27		B-1

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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 1, 2019, among Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee, transfer agent, registrar (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).

WHEREAS, the Issuer has heretofore entered into an Indenture, dated as of April 20, 2018 (as amended and supplemented, the “Original Indenture”), with the Guarantor and the Trustee;

WHEREAS, the Original Indenture is incorporated herein by reference and the Original Indenture, as supplemented by this Supplemental Indenture with respect to the Designated Securities (as this term is defined in Section 2.01 below), is herein called the “Indenture”;

WHEREAS, the Issuer proposes to create a new series of Securities under the Indenture;

WHEREAS, Mr. Carlos David Maroto Sobrado, as Joint and Several Director (Administrador Solidario) of the Issuer and in the context of a general authorization approved by the Guarantor as sole shareholder of the Issuer on April 13, 2018 in favor of the Joint and Several Directors (Administradores Solidarios) of the Issuer, hereby resolves to issue the Designated Securities in an aggregate principal amount of $1,250,000,000 and with the terms and conditions referred to in this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuer and the Guarantor, in accordance with its terms, have been done;

NOW, THEREFORE, for and in consideration of the premises and the purchases of the Designated Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Designated Securities, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.    Definitions. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)    the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b)     all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”, or “GAAP”, with respect to any computation required or permitted hereunder shall mean (i) in the case of the Issuer’s and the Guarantor’s unconsolidated financial statements, the accounting principles generally accepted in the Kingdom of Spain and (ii) in the case of the Guarantor’s consolidated financial statements, International Financial Reporting Standards (“IFRS”) as adopted by the European Union, in each case as in effect at the date of such computation and as applied by the Issuer or the Guarantor, as the case may be;

(d)    unless the context otherwise requires, any reference to an “Article” or a “Section” means an Article or a Section, as the case may be, of this Supplemental Indenture;

(e)    the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

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(f)    all terms used but not defined in this Supplemental Indenture, which are defined in the Original Indenture, shall have the meanings assigned to them in the Original Indenture.

“Business Day” means a day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or the city of Madrid, Spain, are authorized or required by law or executive order to close.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Designated Securities to be redeemed (assuming for this purpose that the Designated Securities mature on the Par Call Date (as defined below)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Designated Securities being redeemed.

“Comparable Treasury Price” means, with respect to any Redemption Date prior to the Par Call Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations or, if only one such Quotation is obtained, such Quotation.

“Depositary” means The Depository Trust Company and its successors.

“Designated Guarantee” means that certain guarantee dated March 1, 2019, executed and delivered by the Guarantor and endorsed on each Security Certificate representing Designated Securities, pursuant to which, among other things, the Guarantor shall unconditionally and irrevocably guarantee to the Holders of the Designated Securities the due and punctual payment of principal of, premium, if any, and interest and all other amounts due under the Indenture and the Designated Securities.

“Designated Securities” has the meaning ascribed in Section 2.01.

“Fixed Rate Business Day” means a day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York, London, England or the city of Madrid, Spain are authorized or required by law or executive order to close.

“Guarantor” means the Person named as “Guarantor” in the first paragraph of this Supplemental Indenture.

“Independent Investment Banker” means an independent investment banking institution of national standing appointed by the Issuer and the Guarantor.

“Interest Payment Date” has the meaning ascribed in Section 2.04(b).

“Issuer” means the Person named as “Issuer” in the first paragraph of this Supplemental Indenture.

“New York Business Day” means a day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York are authorized or required by law or executive order to close.

“Par Call Date” means September 1, 2048.

“Paying Agent” means the Person named as “Paying Agent” in the first paragraph of this Supplemental Indenture.

“Payment Statement” means the statement to be delivered to the Issuer and the Guarantor by the Paying Agent, substantially in the form set forth in Annex I to Exhibit B, pursuant to Section 2.14.

“Prospectus Supplement” means the Final Prospectus Supplement dated February 26, 2019 and filed with the SEC on February 28, 2019 relating to the offering of the Designated Securities.

“Redemption Date” has the meaning ascribed in Section 2.12.

“Redemption Price” has the meaning ascribed in Section 2.12.

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“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their affiliates or their respective successors, provided that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer and the Guarantor will substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Issuer and the Guarantor.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date prior to the Par Call Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third New York Business Day preceding such Redemption Date.

“Regular Record Date” means the tenth New York Business Day prior to the applicable Interest Payment Date.

“Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which, the full amount of such moneys having been so received and made available for payment to Holders, notice to that effect is duly given to the Holders in accordance with the Indenture.

“Stated Maturity” means March 1, 2049.

“Supplemental Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended in accordance with the terms of the Indenture.

“Treasury Rate” means, with respect to any Redemption Date prior to the Par Call Date, the rate per annum equal to the semi-annual equivalent yield to maturity or, if such equivalent is not available, the interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third New York Business Day preceding the Redemption Date.

“Trustee” means the Person named as “Trustee” in the first paragraph of this Supplemental Indenture.

Section 1.02. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern the Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 1.03. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.04. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Issuer or the Guarantor shall bind their respective successors and assigns, whether so expressed or not.

Section 1.05. Separability Clause. In case any provision in this Supplemental Indenture, the Designated Securities or the Designated Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, the Indenture, the Designated Securities or the Designated Guarantee, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Designated Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 1.07. Governing Law. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, this Supplemental Indenture, the Designated Securities and the Designated Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

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Section 1.08. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 1.09. Recitals by the Issuer and the Guarantor. The recitals in this Supplemental Indenture are made by the Issuer and the Guarantor only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Designated Securities, the Designated Guarantee and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

Section 1.10. Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

ARTICLE 2

DESIGNATED SECURITIES

Section 2.01.    Creation of Designated Securities. There is hereby created a new series of Securities to be issued under the Indenture, to be designated as Fixed Rate Senior Notes due 2049 (the “Designated Securities”). The Designated Securities have been designated as series “V” of the Issuer in the public deed of issuance executed by one of the Joint and Several Directors (Administradores Solidarios) of the Issuer on February 27, 2019.

Section 2.02.    Limitation on Aggregate Principal Amount of Designated Securities. The aggregate principal amount of the Designated Securities shall initially be limited to $1,250,000,000 (except for Designated Securities represented by any Security Certificate authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Designated Securities pursuant to Section 2.4, 2.5, 2.7, 9.6 or 11.7 of the Original Indenture and except for any Designated Securities which, pursuant to Section 2.3 of the Original Indenture, are deemed never to have been authenticated and delivered under the Indenture). The Issuer may from time to time, without the consent of the Holders of Designated Securities, create and issue further securities having the same terms and conditions as the previously issued Designated Securities in all respects (or in all respects except for the issue date, the first Interest Payment Date (as defined herein) and/or the issue price), so that such further issue shall be consolidated and form a single series with the Outstanding Designated Securities; provided, however, that any such further issuance will only be made if either such additional securities are issued with no more than de minimis original issue discount for U.S. federal income tax purposes or any such further issuance is a “qualified reopening” as such term is defined under U.S. Treasury Regulations Section 1.1275-2(k)(3) promulgated under the U.S. Internal Revenue Code of 1986, as amended.

Section 2.03.    Payment of Principal. The principal of the Outstanding Designated Securities shall be due and payable at the Stated Maturity.

Section 2.04.    Interest and Interest Rate.

(a)    The Designated Securities will bear interest from March 1, 2019 or from the most recent date through which the Issuer has paid or provided for interest on the Designated Securities at an annual rate of 5.520%.

(b)    The Issuer or the Guarantor, as the case may be, will pay interest on the Designated Securities semi-annually on March 1 and September 1 of each year, beginning on September 1, 2019 until the Stated Maturity, and on the Stated Maturity (each an “Interest Payment Date”).

(c)    Interest on the Designated Securities will be computed on the basis of a 360-day year of twelve 30-day months. Except as described below for the first Interest Payment Date, on each Interest Payment Date, the Issuer or the Guarantor, as the case may be, will pay interest on the Designated Securities for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date.

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(d)    On the first Interest Payment Date, the Issuer or the Guarantor, as the case may be, will pay interest for the period beginning on and including the issue date of the Designated Securities and ending on and including August 31, 2019.

(e)    If any Interest Payment Date falls on a day that is not a Fixed Rate Business Day, the interest payment shall be postponed to the next day that is a Fixed Rate Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date.

(f)    If the Stated Maturity of any Designated Security is not a Fixed Rate Business Day, payment of principal and interest on the applicable Designated Security will be made on the next succeeding day that is a Fixed Rate Business Day, and no interest will accrue for the period from and after such Stated Maturity.

(g)    Interest on each Designated Security will be paid only to the Person in whose name such Designated Security was registered at the close of business on the Regular Record Date for the applicable Interest Payment Date.

Section 2.05.    Paying Agent.

(a)    Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints The Bank of New York Mellon as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities.

(b)    The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities.

(c)    The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree:

(i)    The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (A) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (B) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture.

(ii)    In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities.

(iii)    The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties.

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(iv)    The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent.

(v)    Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be.

(vi)    The Paying Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(d)    (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. If within 60 days after notice of resignation or removal has been given, a successor Paying Agent has not been appointed, the Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a successor Paying Agent and acceptance by it of such appointment, the Paying Agent so superseded shall cease to be such Paying Agent hereunder. Upon its resignation or removal, the Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder.

(ii)    Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Issuer and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Paying Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent.

(iii)    Any Person into which the Paying Agent may be merged or converted or with which the Paying Agent may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to all or substantially all of the assets and business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale.

(iv)    Any notice, communication or other document (other than a notice, communication or other document delivered pursuant to the procedures set forth in Exhibit B, including a Payment Statement)

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required to be given by the Paying Agent to any person hereunder shall be given in accordance with Section 1.5 of the Original Indenture. Any notice, communication or other document (other than a notice, communication or other document delivered pursuant to the procedures set forth in Exhibit B, including a Payment Statement) to be given to the initial Paying Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communications by telephone, to confirmation dispatched within twenty-four hours by letter), to the following address (or to any other address of which the Paying Agent shall have notified the others in writing): The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10007, Attention: International Corporate Trust. Any notice, communication or other document hereunder given or delivered by telephone or letter shall be deemed to be received when in the ordinary course of transmission or post, as the case may be, it would be received.

Section 2.06.    Place of Payment. (a) The place or places where, subject to the provisions of Section 10.2 of the Original Indenture, the principal of, and any premium and interest on, and any Additional Amounts in respect of, the Designated Securities shall be payable, Security Certificates representing the Designated Securities may be surrendered for exchange or conversion of the Designated Securities represented thereby and notices and demands to or upon the Issuer or the Guarantor in respect of the Designated Securities and the Indenture may be served shall be the Corporate Trust Office of the Trustee.

(b)    Upon the deposit with the Paying Agent of a sum sufficient to pay the principal of, or any premium or interest on, or any Additional Amounts in respect of, as the case may be, the Designated Securities on or prior to the Relevant Date, the Issuer or the Guarantor, as the case may be, will have fully complied with its payment obligations under Section 10.3(b) of the Original Indenture with respect to any such amount.

Section 2.07.    Denominations. The Designated Securities may be issued in denominations of $1,000 and integral multiples thereof.

Section 2.08.    Listing. From and including the issue date of the Designated Securities to and including the first Interest Payment Date in respect of the Designated Securities, the Issuer will use its reasonable best efforts to obtain or maintain, as applicable, a listing of the Designated Securities on the New York Stock Exchange or another regulated market, multilateral trading facility or other organized market.

Section 2.09.    Security Certificates.

(a)    The Designated Securities shall initially be represented by one or more Global Certificates substantially in the form of Exhibit A, which shall be deposited with a custodian for the Depositary and the Designated Securities represented thereby will be registered in the name of a nominee of the Depositary, for the accounts of participants in the Depositary.

(b)    Designated Securities represented by a Global Certificate may be transferred, in whole and not in part, only: (i) by the Depositary to a nominee of the Depositary, (ii) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(c)    Beneficial interests in any Designated Securities represented by a Global Certificate will be exchangeable for Designated Securities represented by Definitive Certificates only if: (i) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary, (ii) the Issuer notifies the Trustee in writing that it has reasonably elected to cause the issuance of Designated Securities represented by Definitive Certificates or (iii) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities and the Designated Securities will be accelerated in accordance with their terms and the terms of the Indenture.

(d)    Upon the occurrence of any of the events specified in (i), (ii) or (iii) of (c) above, Designated Securities represented by Definitive Certificates shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary in accordance with its customary procedures.

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Section 2.10.    Defeasance and Covenant Defeasance. The provisions of Sections 4.3 and 10.8 of the Original Indenture will apply to the Designated Securities, except that:

(i)    Section 4.3(c) of the Original Indenture shall be deleted with respect to the Designated Securities only and shall not apply to the Designated Securities and shall, with respect to the Designated Securities only, be replaced by the following provision:

“the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters (which opinion must state that it is based on a change in law or a ruling received from the Internal Revenue Service) to the effect that Beneficial Owners of the Securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, Defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had not occurred; and”;

(ii)    Section 10.8(a)(iv) of the Original Indenture shall be deleted with respect to the Designated Securities only and shall not apply to the Designated Securities and shall, with respect to the Designated Securities only, be replaced by the following provision:

“the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Beneficial Owners of the Securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and Covenant Defeasance had not occurred; and”.

Section 2.11.    Additional Amounts.

(a)    Except as otherwise provided in this Section 2.11, the provisions of Section 10.4 of the Original Indenture will apply to the Designated Securities; provided, however, that the Issuer and the Guarantor will not be required to pay any Additional Amounts in respect of any Designated Security:

(i)    in respect of which the Holder (or the Beneficial Owner for whose benefit it holds such Designated Security) is liable for such taxes, duties, assessments or governmental charges by reason of it (or the Beneficial Owner for whose benefit it holds such Designated Security) having some connection with the Kingdom of Spain other than (a) the mere holding of such Designated Security (or such beneficial interest) or (b) the receipt of principal, redemption amount, interest or other amount in respect of such Designated Security;

(ii)    in respect of which the Issuer or the Guarantor have not received such documentation or information as may be necessary to allow payments on such Designated Security to be made free and clear of Spanish withholding tax or deduction on account of Spanish taxes, including a duly executed and completed Payment Statement from the Paying Agent, pursuant to Law 10/2014 of June 26 and Royal Decree 1065/2007 of July 27, each as amended, and any implementing legislation or regulation, or pursuant to any other law or regulation substituting or amending such law or regulation;

(iii)    in relation to any estate, inheritance, gift, sales, transfer or similar taxes;

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(iv)    presented for payment (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such Additional Amounts on presenting the same for payment on the expiry of such period of 30 days;

(v)    presented for payment (where presentation is required) by or on behalf of a Holder (or Beneficial Owner) who would have been able to avoid such withholding or deduction by presenting the relevant Designated Security to another paying agent;

(vi)    in the event that the Designated Securities are redeemed pursuant to Section 2.12(b) hereof; or

(vii)    in respect of any withholding or deduction that is imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA, any law, regulation, guidance or interpretations enacted or issued in any jurisdiction with respect thereto, or any agreements entered into in connection with the implementation thereof;

provided further that Additional Amounts in respect of the Designated Securities will also not be paid with respect to any payment to a Holder of any Designated Securities who is a fiduciary, a partnership, a limited liability company or anything other than the sole Beneficial Owner of that payment, to the extent to which that payment would be required by the laws of the Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a Beneficial Owner who would not have been entitled to any Additional Amounts had it been the Holder.

(b)    In the event of an early redemption of the Designated Securities pursuant to Section 2.12(b) of this Supplemental Indenture, the Issuer or the Guarantor, as the case may be, will be required to withhold tax and will pay interest in respect of the principal amount of the Designated Securities redeemed net of the Spanish withholding tax applicable to such payments. If this were to occur, Beneficial Owners will have to follow the Direct Refund from Spanish Tax Authorities Procedures set forth in Annex A to the Prospectus Supplement in order to apply directly to the Spanish tax authorities for any refund to which they may be entitled.

Section 2.12.    Redemption. (a) The provisions of Article 11 of the Original Indenture will apply to the Designated Securities, except that the notice of redemption of Designated Securities to be redeemed at the option of the Issuer pursuant to Section 11.2 of the Original Indenture, shall be given not less than 15 nor more than 60 days prior to the Redemption Date to each Holder of the Designated Securities to be redeemed (rather than in accordance with the period set forth in Section 11.4 of the Original Indenture) and otherwise in accordance with Section 11.4 of the Original Indenture. The “Redemption Price” means: (A) with respect to any Designated Securities to be redeemed pursuant to Section 11.2 of the Original Indenture prior to the Par Call Date, an amount equal to the greater of: (x) 100% of the principal amount of such Designated Securities to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Designated Securities being redeemed that would be due if such Designated Securities matured on the Par Call Date (exclusive of accrued and unpaid interest thereon to, but excluding, the Redemption Date) discounted to the Redemption Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (B) with respect to any Designated Securities to be redeemed pursuant to Section 11.2 of the Original Indenture on or after the Par Call Date, Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to their principal amount, together with accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date. The “Redemption Date” of any Designated Securities to be redeemed will be any Fixed Rate Business Day fixed by the Issuer for redemption of such Designated Securities and specified in the applicable notice of redemption provided by the

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Issuer to the Trustee pursuant to Section 11.2 of the Original Indenture; provided, however, that the Redemption Date of any Designated Securities to be redeemed pursuant to Section 11.8(a) of the Original Indenture shall be an Interest Payment Date.

(b)    In addition, if the Designated Securities are not listed on a regulated market, multilateral trading facility or other organized market no later than 45 days prior to the first Interest Payment Date, the Issuer or the Guarantor, as the case may be, may, at its respective option and having given no less than 15 days’ notice (ending on a day which is no later than the Business Day immediately preceding such first Interest Payment Date) to the Holders of the Designated Securities and upon proper notice as provided in the Indenture (which notice shall be irrevocable) redeem all of the Outstanding Designated Securities at the applicable Redemption Price specified in Section 2.12(a)(B) of this Supplemental Indenture; provided that from and including the issue date of the Designated Securities to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable.

Section 2.13.    Consolidation, Merger, Conveyance, Transfer or Lease; Assumption. The provisions of Article 8 of the Original Indenture will apply to the Designated Securities, except that Section 8.1(b) of the Original Indenture shall be deleted with respect to the Designated Securities only and shall not apply to the Designated Securities and shall, with respect to the Designated Securities only, be replaced by the following provision:

“if the Person formed by such consolidation or into which the Issuer or the Guarantor is merged or to whom the Issuer or the Guarantor has conveyed, transferred or leased its properties or assets is a Person organized and validly existing under the laws of a jurisdiction other than the Kingdom of Spain such Person agrees to indemnify the Holder of each Security of each series against any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease;”.

Section 2.14.    Procedures; Payment Statement. The Issuer, the Guarantor and the Paying Agent shall, in connection with any Interest Payment Date or Redemption Date (other than a Redemption Date in respect of an early redemption of the Designated Securities pursuant to Section 2.12(b) of this Supplemental Indenture), comply with the procedures set forth in Exhibit B, including the timely provision by the Paying Agent of a duly executed and completed Payment Statement to the Issuer and the Guarantor. Compliance with the procedures set forth in Exhibit B, including the timely provision by the Paying Agent of a duly executed and completed Payment Statement to the Issuer and the Guarantor, shall not be required in connection with an early redemption of the Designated Securities pursuant to Section 2.12(b) of this Supplemental Indenture. If the timely provision of a duly executed and completed Payment Statement is no longer necessary under Spanish law to allow payments on the Designated Securities to be made free and clear of Spanish withholding tax or deduction on account of Spanish taxes, this Section 2.14 of this Supplemental Indenture shall cease to be in effect and the Issuer, the Guarantor and the Paying Agent shall no longer be required to comply with the procedures set forth in Exhibit B, including the timely provision by the Paying Agent of a duly executed and completed Payment Statement to the Issuer and the Guarantor with respect to any Interest Payment Date or Redemption Date occurring on or after the date on which the timely provision of such Payment Statement is no longer necessary under Spanish law to allow payments on the Designated Securities to be made free and clear of Spanish withholding tax or deduction on account of Spanish taxes. Notwithstanding anything contained herein to the contrary, the Paying Agent shall not be liable for any amounts owed to any person due to its failure to properly comply with the tax procedures referred to in Section 2.14 and Section 2.15 of this Supplemental Indenture, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees.

Section 2.15.    Maintenance of Tax Procedures. So long as any principal amount of the Designated Securities remains outstanding, the Issuer and the Guarantor shall, insofar as it is practicable, maintain, implement or arrange for the implementation of procedures to facilitate the timely provision by the Paying Agent of a duly executed and completed Payment Statement in respect of the payments referred to in Section 2.14 of this Supplemental Indenture under the Designated Securities or the collection of any other documentation concerning the Designated Securities that may be required under Spanish law to allow payments on the Designated Securities to be made free and clear of Spanish withholding tax.

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Section 2.16.    Certificated Securities. Any Certificated Securities issued in exchange for Beneficial Interests in the Designated Securities represented by Global Certificates pursuant to Section 2.5 of the Original Indenture shall be issued in the State of New York.

Section 2.17.    USA Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that opens an account. The parties to this Supplemental Indenture agree that they will provide the Trustee with such information regarding the identification of the Issuer and the Guarantor as the Trustee may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

Section 2.18.    Additional Rights. In addition to their rights under the Original Indenture, the parties hereto shall be provided with the following additional rights:

(a)    The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(b)     The parties hereto shall not be responsible or liable to one another for any failure or delay in the performance of its obligations under the Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the parties hereto shall use their best efforts to resume performance as soon as practicable under the circumstances.

(c)    Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise.

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IN WITNESS WHEREOF, each of the parties hereto has caused this First Supplemental Indenture to be duly executed on its behalf as of the date first above written.

TELEFÓNICA EMISIONES, S.A.U., as Issuer
By:	/s/ Carlos David Maroto
Name:	Carlos David Maroto
Title:	Joint and Several Director

TELEFÓNICA, S.A., as Guarantor
By:	/s/ Jesús Romero Albarracín
Name:	Jesús Romero Albarracín
Title:	Authorised Officer

THE BANK OF NEW YORK MELLON, as Trustee, Transfer Agent, Registrar and Paying Agent
By:	/s/ Laurence J. O’Brien
Name:	Laurence J. O’Brien
Title:	Vice President

FIRST SUPPLEMENTAL INDENTURE

EXHIBIT A

FORM OF SECURITY CERTIFICATE REPRESENTING DESIGNATED SECURITIES

TELEFÓNICA EMISIONES, S.A.U.

Fixed Rate Senior Notes due 2049

Guaranteed by

TELEFÓNICA, S.A.

No.	CUSIP No. 87938W AX1
	ISIN No. US87938W AX11

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE CERTIFICATES, THIS GLOBAL CERTIFICATE MAY BE TRANSFERRED, IN WHOLE AND NOT IN PART, ONLY: (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (II) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY, OR (III) BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, AND TRANSFERS OF THE SECURITIES REPRESENTED BY THIS GLOBAL CERTIFICATE AND ANY BENEFICIAL INTERESTS IN ANY SECURITIES REPRESENTED BY THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO BELOW.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TELEFÓNICA EMISIONES, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (herein called the “Issuer”, which term includes any successor Person under the Indenture referred to hereinafter), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $                , as revised by the Schedule of Increases or Decreases attached hereto, on March 1, 2049, and to pay interest thereon from March 1, 2019, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, in arrears on March 1 and September 1 of each year, beginning on September 1, 2019 at the rate of 5.520% per annum until the Stated Maturity, and on the Stated Maturity.

The Designated Securities are issuable in denominations of $1,000 and integral multiples thereof.

Interest will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided below for the first Interest Payment Date, on each Interest Payment Date, the Issuer or the Guarantor (as defined herein), as the case may be, will pay interest on the Designated Securities (as defined herein) for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date. On the first Interest Payment Date, the Issuer or the Guarantor (as defined herein), as the case may be, will pay interest for the period beginning on and including the issue date and ending on and including August 31, 2019. If any Interest Payment Date falls on a day that is not a Fixed Rate Business Day, the interest payment shall be postponed to the next day that is a Fixed Rate Business Day and no interest on such payment shall accrue for the period from and after such Interest Payment Date. If the Stated Maturity of the Designated Securities is not a Fixed Rate Business Day, payment of principal and interest on the Designated Securities will be made on the next succeeding day that is a Fixed Rate Business Day and no interest will accrue for the period from and after the Stated Maturity.

A-1

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name the Designated Securities represented hereby (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such Interest Payment Date, which shall be the tenth New York Business Day prior to the applicable Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Designated Securities represented hereby (or one or more Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Designated Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Designated Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

For informational purposes only, without any substantive effect whatsoever and solely in order to comply with Article 413, letter (d) of the Spanish Law on Corporations (Ley de Sociedades de Capital), approved by Royal Decree (Real Decreto Legislativo) 1/2010, of July 2, it is hereby noted that the aggregate principal amount of the Designated Securities was equivalent to €1,102,098,395.30 based on the Noon Buying Rate as determined and published by the Federal Reserve, as of February 22, 2019, for the Euro of $1.1342 per €1.00. Amounts due under the Designated Securities shall not under any circumstances whatsoever be payable in any currency other than U.S. dollars or such coin or currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts.

The Bank of New York Mellon shall initially act as Trustee, Transfer Agent, Registrar and Paying Agent with respect to the Designated Securities.

Reference is hereby made to the further provisions of the Designated Securities set forth on the reverse of this Security Certificate, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, the Designated Securities represented by this Security Certificate shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

The public deed of issuance (escritura de emisión) related to the Designated Securities represented hereby was granted on February 27, 2019 before Mr. José Miguel García Lombardía, Notary of Madrid with the number 911 of his files.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: March 1, 2019	TELEFÓNICA EMISIONES, S.A.U.
	By:
	Name:
	Title:

A-3

CERTIFICATE OF AUTHENTICATION

This is one of the Security Certificates representing the Securities of the series designated thereon referred to in the within-mentioned Indenture.

Dated: March 1, 2019	THE BANK OF NEW YORK MELLON as Trustee
	Manually By:
	Name:
	Title:

A-4

GUARANTEE

For value received, Telefónica, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, having its registered office at Gran Vía, 28, 28013 Madrid, Spain (herein called the “Guarantor” which term includes any successor Person under the Indenture referred to in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed (the “Indenture”)), hereby unconditionally and irrevocably guarantees to the Holders of the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed and to the Trustee, in its individual and trust capacities, and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest and all other amounts due under the Indenture and the Securities of any such series when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, on an unsubordinated and unconditional basis according to the terms thereof and of the Indenture referred to therein. In case of the failure of Telefónica Emisiones, S.A.U. (the “Issuer”, which term includes any successor Person under the Indenture), punctually to make any such payment of principal, premium, if any, and interest and all other amounts due under the Indenture and on such Securities of any such series, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees that any amounts to be payable by the Guarantor under this Guarantee (whether in respect of principal, redemption amount, interest or otherwise) will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. Subject to the exceptions set forth in Section 10.4 of the Original Indenture (as such term is defined in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed) and any Supplemental Indenture supplementing the Original Indenture pursuant to which the Securities of any series upon which this Guarantee is endorsed have been issued, in the event that such withholding or deduction is required by law, the Guarantor shall pay such Additional Amounts as will result in receipt by the Holders of the Securities of any such series of such amounts as would have been received by them had no such withholding or deduction been required.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Securities of any such series or the Indenture, any failure to enforce the provisions of such Securities of any such series or the Indenture, or any waivers, modification or indulgence granted to the Issuer in respect thereof by the Holders of such Securities of any such series or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantee; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Securities of any such series, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or change the currency of payment thereon, or change the provisions relating to payments of Additional Amounts thereon, or alter the Stated Maturity thereof or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.2 of the Original Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, the benefits of orden, división and excusión under Spanish law, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest (including Additional Amounts, if any) on such Securities of any such series and the Guarantor shall have fully performed all its obligations in accordance with the provisions of the Securities of any such series, this Guarantee and the Indenture; after such time, this Guarantee shall not be valid or obligatory for any purpose.

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The Guarantor shall be subrogated to all rights of the Holders of such Securities of any such series and the Trustee against the Issuer in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest (including Additional Amounts, if any) on all Securities of any such series issued under the Indenture shall have been paid in full.

No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, interest on, Additional Amounts, if any, and all other amounts due under the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed.

The obligations of the Guarantor under this Guarantee shall, without any further act or thing being required to be done or to occur, extend to the obligations of any successor Person who is not the Guarantor arising in respect of the Securities of any such series by virtue of a substitution pursuant to the Indenture.

The obligations of the Guarantor under this Guarantee in respect of the Securities of any such series will constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor under this Guarantee and will rank pari passu without any preference among such obligations of the Guarantor under this Guarantee in respect of the Securities of any such series and at least pari passu with all other unsubordinated and unsecured indebtedness and monetary obligations involving or otherwise related to borrowed money of the Guarantor, present and future; provided that the obligations of the Guarantor under this Guarantee in respect of the Securities of each series will be effectively subordinated to those obligations that are preferred under Law 22/2003 (Ley Concursal) dated July 9, 2003 regulating insolvency proceedings in the Kingdom of Spain.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication with respect to each Security Certificate representing the Securities of any such series upon which this Guarantee has been endorsed shall have been manually executed by or on behalf of the Trustee under the Indenture.

All capitalized terms used in this Guarantee, which are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed manually or in facsimile.

Dated: March 1, 2019	TELEFÓNICA, S.A.
	By:
	Name:
	Title:

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REVERSE OF SECURITY CERTIFICATE

This Security Certificate is one of the Security Certificates representing a duly authorized issue of Fixed Rate Senior Notes due 2049 (the “Designated Securities”), issued under an Indenture, dated as of April 20, 2018 (as amended and supplemented, the “Original Indenture”), among the Issuer, Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to herein), and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”, which term includes any other successor trustee under the Indenture), as supplemented with respect to the Designated Securities by the First Supplemental Indenture, dated as of March 1, 2019 among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee, Transfer Agent, Registrar and Paying Agent (the “First Supplemental Indenture” and, together with the Original Indenture, as supplemented, the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Designated Securities and of the terms upon which each Security Certificate representing the Designated Securities is, and is to be, authenticated and delivered.

The Designated Securities will be subject to redemption at any time upon not less than 15 nor more than 60 days’ notice, as a whole or in part, at the election of the Issuer at a Redemption Price which is equal to: (i) with respect to any Designated Securities to be redeemed prior to the Par Call Date, the greater of: (a) 100% of the principal amount of the Designated Securities to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date of the Designated Securities to be redeemed; and (b) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Designated Securities being redeemed that would be due if such Designated Securities matured on the Par Call Date (exclusive of accrued and unpaid interest thereon to, but excluding, the Redemption Date) discounted to the Redemption Date of the Designated Securities being redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the Designated Securities (or any portion thereof) being redeemed; and (ii) with respect to any Designated Securities to be redeemed on or after the Par Call Date, 100% of the principal amount of the Designated Securities to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date of the Designated Securities to be redeemed. Any such redemption will be made in accordance with the terms of the Indenture.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Designated Securities to be redeemed (assuming for this purpose that the Designated Securities mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Designated Securities being redeemed.

“Comparable Treasury Price” means, with respect to any Redemption Date prior to the Par Call Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations or, if only one such Quotation is obtained, such Quotation.

“Independent Investment Banker” means an independent investment banking institution of national standing appointed by the Issuer and the Guarantor.

“Par Call Date” means September 1, 2048.

“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their affiliates or their respective successors, provided that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer and the Guarantor will substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Issuer and the Guarantor.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date prior to the Par Call Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third New York Business Day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date prior to the Par Call Date, the rate per annum equal to the semi-annual equivalent yield to maturity or, if such equivalent is not available, the interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third New York Business Day preceding the Redemption Date.

The Issuer may from time to time, without the consent of the Holders of Designated Securities, create and issue further Securities having the same terms and conditions as the previously issued Designated Securities in all respects (or in all respects except for the issue date, the first Interest Payment Date and/or the issue price), so that such further issue shall be consolidated and form a single series with the Outstanding Designated Securities; provided, however, that any such further issuance will only be made if either such additional securities are issued with no more than de minimis original issue discount for U.S. federal income tax purposes or any such further issuance is a “qualified reopening” as such term is defined under U.S. Treasury Regulations Section 1.1275-2(k)(3) promulgated under the U.S. Internal Revenue Code of 1986, as amended.

The Designated Securities may be redeemed upon not less than 30 nor more than 60 days’ notice (ending on a day upon which interest is payable) given as provided in the Indenture, if (i) as a result of any change in the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance of the Designated Securities, (x) the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Designated Securities; provided, that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, at a Redemption Price equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date.

If the Designated Securities are not listed on a regulated market, multilateral trading facility or other organized market no later than 45 days prior to the first Interest Payment Date on such Designated Securities, the Issuer or the Guarantor, as the case may be, may, at its respective option and having given no less than 15 days’ notice (ending on a day which is no later than the Business Day immediately preceding such first Interest Payment Date) to the Holders of such Designated Securities and upon proper notice as provided in the Indenture, which notice shall be irrevocable, redeem all of the Outstanding Designated Securities at a Redemption Price equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date; provided that from and including the issue date of such Designated Securities to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable.

In the event of redemption of the Designated Securities represented by this Security Certificate in part only, a new Security Certificate representing the unredeemed portion of the Designated Securities represented hereby will be issued and registered in the name of the Holder of the Designated Securities represented hereby upon the cancellation hereof.

All amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Designated Securities and the Designated Guarantee by the Issuer or the Guarantor will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In the event that such withholding or deduction is required by law, the Issuer or the Guarantor shall pay such Additional Amounts as will

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result in receipt by the Holders of the Designated Securities of such amounts as would have been received by them had no such withholding or deduction been required; provided, however, that the Issuer and the Guarantor will not be required to pay any Additional Amounts in respect of any Designated Security:

(i)    in respect of which the Holder (or the Beneficial Owner for whose benefit it holds such Designated Security) is liable for such taxes, duties, assessments or governmental charges in respect of such Designated Security by reason of it (or the Beneficial Owner for whose benefit it holds such Designated Security) having some connection with the Kingdom of Spain other than (a) the mere holding of such Designated Security (or such beneficial interest) or (b) the receipt of principal, redemption amount, interest or other amount in respect of such Designated Security;

(ii)    in respect of which the Issuer or the Guarantor have not received such documentation or information as may be necessary to allow payments on such Designated Security to be made free and clear of Spanish withholding tax or deduction on account of Spanish taxes, including a duly executed and completed Payment Statement from the Paying Agent, pursuant to Law 10/2014 of June 26 and Royal Decree 1065/2007 of July 27, each as amended, and any implementing legislation or regulation, or pursuant to any other law or regulation substituting or amending such law or regulation;

(iii)    in relation to any estate, inheritance, gift, sales, transfer or similar taxes;

(iv)    presented for payment (where presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the relevant Holder would have been entitled to such Additional Amounts on presenting the same for payment on the expiry of such period of 30 days;

(v)    presented for payment (where presentation is required) by or on behalf of a Holder (or Beneficial Owner) who would have been able to avoid such withholding or deduction by presenting the relevant Designated Security to another paying agent;

(vi)    in the event that the Designated Securities are redeemed pursuant to Section 2.12(b) of the First Supplemental Indenture; or

(vii)    in respect of any withholding or deduction that is imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA, any law, regulation, guidance or interpretations enacted or issued in any jurisdiction with respect thereto, or any agreements entered into in connection with the implementation thereof;

provided further that Additional Amounts in respect of the Designated Securities will also not be paid with respect to any payment to a Holder of any Designated Securities who is a fiduciary, a partnership, a limited liability company or anything other than the sole Beneficial Owner of that payment, to the extent to which that payment would be required by the laws of the Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a Beneficial Owner who would not have been entitled to any Additional Amounts had it been the Holder.

“Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect is duly given to the Holders in accordance with the Indenture.

The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, subject to exceptions equivalent to those set forth above.

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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of the Designated Securities represented by this Security Certificate shall be conclusive and binding upon such Holder and upon all future Holders of the Designated Securities represented by this Security Certificate and of the Designated Securities represented by any Security Certificate issued upon the registration of transfer of the Designated Securities represented by this Security Certificate or in exchange thereof or in lieu thereof, whether or not notation of such consent or waiver is made upon this Security Certificate.

As set forth in, and subject to, the provisions of the Indenture, if any Event of Default shall occur in relation to the Designated Securities (taking into account any applicable grace period), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Designated Securities may, by written notice to the Issuer, at the Corporate Trust Office (and to the Trustee if given by the Holders), declare that the Designated Securities, including principal, any premium thereon and all interest then accrued and unpaid on the Designated Securities, as the case may be, shall be immediately due and payable, whereupon the same shall, to the extent permitted by applicable law, become immediately due and payable at their principal amount together with all interest, if any, accrued and unpaid thereon and premium, if any, payable in respect thereof without presentment, demand, protest or other notice of any kind, all of which the Issuer or the Guarantor, as the case may be, will expressly waive, unless, prior thereto, all Events of Default in respect of such Designated Securities shall have been cured.

No reference herein to the Indenture and no provision of the Designated Securities or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or premium on any overdue interest, on the Designated Securities at the rate or rates herein prescribed.

Except as set forth in the Indenture, the Designated Securities represented hereby may be transferred, in whole and not in part, only: (i) by the Depositary to a nominee of the Depositary, (ii) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Beneficial interests in a Designated Security represented by a Global Certificate will be exchangeable for Certificated Securities of this series only if: (a) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary, (b) the Issuer notifies the Trustee in writing that it has reasonably elected to cause the issuance of Certificated Securities of this series or (c) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities and the Designated Securities will be accelerated in accordance with their terms and the terms of the Indenture. Upon the occurrence of any of the events specified in (a), (b) or (c) above, Certificated Securities of this series shall be (x) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Certificates and (y) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depositary in accordance with its customary procedures.

As provided in the Indenture, the Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Designated Securities and of transfers of Designated Securities.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith other than as set forth in the Indenture.

Prior to due presentment of this Security Certificate for registration of transfer of any Designated Security represented hereby, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name such Designated Security is registered as the owner of such Designated Security

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for the purpose of receiving payment of principal of and any premium and (subject to Section 2.8 of the Original Indenture) any interest on such Designated Security and for all other purposes whatsoever, whether or not such Designated Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any agent of the Issuer, the Guarantor or the Trustee shall be affected by notice to the contrary.

Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, the Indenture, the Designated Securities and the Designated Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

The Designated Securities and this Security Certificate will be deemed to have been issued in the State of New York.

All terms used in this Security Certificate which are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

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SCHEDULE OF INCREASES OR DECREASES

The initial principal amount of this Security Certificate is $____. The following increases or decreases in this Security Certificate have been made:

Date of Increase/Decrease Amount of Decrease in Principal Amount of this Security Certificate Amount of Increase in Principal Amount of this Security Certificate Principal amount of this Security Certificate following such decrease or increase Signature of authorized signatory of Trustee or Paying Agent

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EXHIBIT B

PROCEDURES TO BE PERFORMED BY THE ISSUER, THE GUARANTOR AND THE PAYING AGENT IN CONNECTION WITH SPANISH LAW 10/2014, OF JUNE 26 AND ROYAL DECREE 1065/2007, OF JULY 27

These procedures set forth the steps to be followed by Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as paying agent (in such capacity, the “Paying Agent”, which term includes any successor Paying Agent) in connection with the Fixed Rate Senior Notes due 2049 (the “Designated Securities”) pursuant to Section 2.14 of the First Supplemental Indenture (as defined below). The Designated Securities were issued under an Indenture, dated as of April 20, 2018 (as amended and supplemented, the “Original Indenture”), among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee, as supplemented with respect to the Designated Securities by the First Supplemental Indenture, dated as of March 1, 2019, among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee, Transfer Agent, Registrar and Paying Agent (the “First Supplemental Indenture” and, together with the Original Indenture, as supplemented, the “Indenture”). All terms used in this Exhibit B which are not otherwise defined herein shall have the meanings assigned to them in the Indenture.

“DTC” means The Depository Trust Company.

“Payment Amount” means (i) with respect to an Interest Payment Date, the aggregate amount of interest payable on such date, and (ii) with respect to a Redemption Date (other than a Redemption Date in respect of an early redemption of the Designated Securities pursuant to Section 2.12(b) of the First Supplemental Indenture), the aggregate amount of the difference, if any, between the aggregate Redemption Price of the Designated Securities being redeemed on such date and the aggregate principal amount of such Designated Securities.

“Payment Date” means an Interest Payment Date or a Redemption Date (other than a Redemption Date in respect of an early redemption of the Designated Securities pursuant to Section 2.12(b) of the First Supplemental Indenture), as applicable.

(1) At least 15 New York Business Days prior to a Payment Date, the Issuer or the Guarantor, as the case may be, shall (a) provide an issuer announcement to The Depository Trust Company (“DTC”) that will form the basis for a DTC important notice (the “Important Notice”) regarding the relevant payment and tax relief entitlement information for the Designated Securities, and (b) request DTC to post such Important Notice on its website.

(2) In the case of a Redemption Date (other than a Redemption Date in respect of an early redemption of the Designated Securities pursuant to Section 2.12(b) of the First Supplemental Indenture), no later than 5:00 p.m. New York Time on the New York Business Day prior to such Redemption Date, the Issuer or the Guarantor, as the case may be, shall notify the Paying Agent of the Payment Amount.

(3) On or prior to each Payment Date, prior to giving the instruction referred to in step (6) or step (7) below, as applicable, the Issuer shall deposit with the Paying Agent an amount of funds sufficient to pay the applicable Payment Amount gross of Spanish withholding tax, in accordance with Section 10.3(b) of the Original Indenture, together with any other amounts to be deposited thereunder.

(4) No later than 1:00 a.m. New York Time on each Payment Date, the Paying Agent shall deliver an executed Payment Statement to the Issuer and the Guarantor, which the Paying Agent shall reasonably believe to be duly completed, substantially in the form set forth in Annex I hereto, setting forth certain details relating to the Designated Securities, including the relevant Payment Date, the Payment Amount to be paid by the Issuer and the Guarantor on such Payment Date, and the portion of the Payment Amount corresponding to each clearing agency located outside Spain (including DTC).

The Payment Statement shall be dated as of the business day immediately preceding the relevant Payment Date (“PD-1”), shall set forth information as of the close of business of PD-1 and shall be executed after the close of business of PD-1.

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(5) The Issuer or the Guarantor, as the case may be, shall review the Payment Statement submitted by the Paying Agent as soon as practicable. If the Issuer or the Guarantor, as the case may be, believes that the information contained in the Payment Statement is incomplete or inaccurate or that the Payment Statement is otherwise not in compliance with the applicable regulation, it will notify the Paying Agent and state the reasons for such belief. Following such notification, the Paying Agent shall deliver to the Issuer and the Guarantor a further executed Payment Statement, revised, if necessary, as reasonably determined by the Paying Agent and which the Paying Agent shall reasonably believe to be duly completed, as soon as possible but in any event no later than 9:30 a.m. New York Time on the relevant Payment Date (the “First Statement Deadline”).

(6) Upon receipt of a duly executed and completed Payment Statement no later than the First Statement Deadline, the Issuer or the Guarantor, as the case may be, shall, no later than 10:00 a.m. New York Time on the relevant Payment Date, instruct the Paying Agent to pay the Payment Amount free and clear of Spanish withholding tax.

(7) If the Paying Agent fails or for any reason is unable to deliver a duly executed and completed Payment Statement to the Issuer and the Guarantor by the First Statement Deadline, the Issuer or the Guarantor, as the case may be, shall, no later than 10:00 a.m. New York Time on the relevant Payment Date, instruct the Paying Agent to pay the Payment Amount net of the Spanish withholding tax applicable to such payments (currently 19%). The Paying Agent shall retain any amount so withheld (the “Amount Withheld”) until such Amount Withheld is either reimbursed to DTC Participants pursuant to step (10) below or transferred to the Issuer pursuant to step (11) below, as applicable. In addition, the Paying Agent, no later than 11:00 a.m. New York Time on the relevant Payment Date, shall send an email to DTC at Internationaltax@dtcc.com (or to such email address as DTC shall have notified the Paying Agent in writing) stating: “The payment of income made today on the 5.520% Fixed Rate Senior Notes due 2049 of Telefónica Emisiones, S.A.U. (CUSIP: 87938W AX1; ISIN: US87938WAX11) was made net of Spanish withholding tax, at the rate of [indicate the applicable withholding tax rate], since the Issuer and the Guarantor did not receive a duly executed and completed Payment Statement from the Paying Agent on a timely basis.”

Procedures applicable if the Paying Agent does not deliver a duly executed and completed Payment Statement to the Issuer and the Guarantor by the First Statement Deadline

(8) If the Paying Agent fails or for any reason is unable to deliver a duly executed and completed Payment Statement to the Issuer and the Guarantor by the First Statement Deadline, the Paying Agent undertakes to make all reasonable efforts to provide an executed Payment Statement to the Issuer and the Guarantor, which the Paying Agent shall reasonably believe to be duly completed, as soon as possible but no later than 4:00 p.m. New York Time on the 10th calendar day of the month immediately following the relevant Payment Date (or if such day is not a New York Business Day, the first New York Business Day immediately preceding such day). The Payment Statement shall be dated as of PD-1 and shall set forth information as of the close of business of PD-1.

(9) The Issuer or the Guarantor, as the case may be, shall review the Payment Statement submitted by the Paying Agent as soon as practicable. If the Issuer or the Guarantor, as the case may be, believes that the information contained in the Payment Statement is incomplete or inaccurate or that the Payment Statement is otherwise not in compliance with the applicable regulation, it will notify the Paying Agent and state the reasons for such belief. Following such notification, the Paying Agent shall deliver to the Issuer and the Guarantor a further executed Payment Statement, revised, if necessary, as reasonably determined by the Paying Agent and which the Paying Agent shall reasonably believe to be duly completed, as soon as possible but in any event no later than 5:00 p.m. New York Time on the 10th calendar day of the month immediately following the relevant Payment Date (or if such day is not a New York Business Day, the first New York Business Day immediately preceding such day) (the “Second Statement Deadline”).

(10) If the Issuer and the Guarantor receive a duly executed and completed Payment Statement by the Second Statement Deadline, the Issuer or the Guarantor, as the case may be, shall, no later than the 18th calendar day of the month immediately following the relevant Payment Date (or if such day is not a New York Business Day, the first New York Business Day immediately preceding such day), instruct the Paying Agent to, within one New York Business Day of such date, transfer to each DTC Participant the portion of the Amount Withheld initially withheld from such DTC Participant for the benefit of Beneficial Owners.

B-2

(11) If the Paying Agent fails or for any reason is unable to deliver a duly executed and completed Payment Statement to the Issuer and the Guarantor by the Second Statement Deadline, the Paying Agent shall, within one New York Business Day of the date of the Second Statement Deadline, transfer the Amount Withheld to the Issuer. If this were to occur, Beneficial Owners will have to follow the Direct Refund from Spanish Tax Authorities Procedures set forth in Annex A to the Prospectus Supplement in order to apply directly to the Spanish tax authorities for any refund to which they may be entitled.

Original copies

(12) The Paying Agent must deliver an original copy of any duly executed and completed Payment Statement issued hereunder to the Issuer and the Guarantor no later than the 15th calendar day of the month immediately following the relevant Payment Date.

Notices, etc.

Any notice, statement or other paper, document or communication made or given by the Issuer or the Guarantor, as the case may be, to the Paying Agent pursuant to the procedures set forth in this Exhibit B shall be sent by email or fax or communicated by telephone, as follows (or as the Paying Agent shall have notified the others in writing): timothy.burke@bnymellon.com; Fax: +1 212 815 5366; Tel.: +1 212 815 5811. Any notice, statement or other paper, document or communication made or given by the Paying Agent to the Issuer or the Guarantor, as the case may be, pursuant to the procedures set forth in this Exhibit B, other than a Payment Statement, shall be sent by email or fax or communicated by telephone, as follows (or as the Issuer or the Guarantor, as the case may be, shall have notified the Paying Agent in writing): lorena.munozdomper@telefonica.com; Fax: +34 91 727 1484; Tel.: +34 91 482 3704. Non-original copies of a Payment Statement shall be sent by email or fax to the Issuer and the Guarantor. The original copy of a duly executed and completed Payment Statement shall be sent by posted mail to the Issuer and the Guarantor at the following address: Lorena Muñoz Domper, Distrito Telefónica, Edificio Central Plta. 2, Ronda de la Comunicación, s/n, 28050 Madrid.

B-3

Annex I

Anexo al Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos, aprobado por Real Decreto 1065/2007

Modelo de declaración a que se refieren los apartados 3, 4 y 5 del artículo 44 del Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos

Annex to Royal Decree 1065/2007, of 27 July, approving the General Regulations of the tax inspection and management procedures and developing the common rules of the procedures to apply taxes

Declaration form referred to in paragraphs 3, 4 and 5 of Article 44 of the General Regulations of the tax inspection and management procedures and developing the common rules of the procedures to apply taxes

Don (nombre), con número de identificación fiscal (…)⁽¹⁾, en nombre y representación de (entidad declarante), con número de identificación fiscal (….)⁽¹⁾ y domicilio en (…) en calidad de (marcar la letra que proceda):

Mr. (name), with tax identification number (…)⁽¹⁾, in the name and on behalf of (entity), with tax identification number (….)⁽¹⁾ and address in (…) as (function - mark as applicable):

(a) Entidad Gestora del Mercado de Deuda Pública en Anotaciones.

(a) Management Entity of the Public Debt Market in book entry form.

(b) Entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero.

(b) Entity that manages the clearing and settlement system of securities resident in a foreign country.

(c) Otras entidades que mantienen valores por cuenta de terceros en entidades de compensación y liquidación de valores domiciliadas en territorio español.

(c) Other entities that hold securities on behalf of third parties within clearing and settlement systems domiciled in the Spanish territory.

(d) Agente de pagos designado por el emisor.

(d) Issue and Paying Agent appointed by the issuer.

Formula la siguiente declaración, de acuerdo con lo que consta en sus propios registros:

Makes the following statement, according to its own records:

1 En relación con los apartados 3 y 4 del artículo 44:

1 In relation to paragraphs 3 and 4 of Article 44:

1.1 Identificación de los valores………………………………………………………………

1.1 Identification of the securities………………………………………………………………

1.2 Fecha de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados)

1.2 Income payment date (or refund if the securities are issued at discount or are segregated)

1.3 Importe total de los rendimientos (o importe total a reembolsar, en todo caso, si son valores emitidos al descuento o segregados)……………………………………………………………………

1.3 Total amount of income (or total amount to be refunded, in any case, if the securities are issued at discount or are segregated)

B-4

1.4 Importe de los rendimientos correspondiente a contribuyentes del Impuesto sobre la Renta de las Personas Físicas, excepto cupones segregados y principales segregados en cuyo reembolso intervenga una Entidad Gestora………………………………………………………………

1.4 Amount of income corresponding to Personal Income Tax taxpayers, except segregated coupons and segregated principals for which reimbursement an intermediary entity is involved………………

1.5 Importe de los rendimientos que conforme al apartado 2 del artículo 44 debe abonarse por su importe íntegro (o importe total a reembolsar si son valores emitidos al descuento o segregados).

1.5 Amount of income which according to paragraph 2 of Article 44 must be paid gross (or total amount to be refunded if the securities are issued at discount or are segregated).

2 En relación con el apartado 5 del artículo 44.

2 In relation to paragraph 5 of Article 44.

2.1 Identificación de los valores………………………………………………………………

2.1 Identification of the securities………………………………………………………………

2.2 Fecha de pago de los rendimientos (o de reembolso si son valores emitidos al descuento o segregados)

2.2 Income payment date (or refund if the securities are issued at discount or are segregated)

2.3 Importe total de los rendimientos (o importe total a reembolsar si son valores emitidos al descuento o segregados………………………………………………………………………

2.3 Total amount of income (or total amount to be refunded if the securities are issued at discount or are segregated)

2.4 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero A.

2.4 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country A.

2.5 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero B.

2.5 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country B.

2.6 Importe correspondiente a la entidad que gestiona el sistema de compensación y liquidación de valores con sede en el extranjero C.

2.6 Amount corresponding to the entity that manages the clearing and settlement system of securities resident in a foreign country C.

Lo que declaro en ……………………a …. de ……………de ….

I declare the above in …………… … on the…. of…………… … of….

⁽¹⁾  En caso de personas, físicas o jurídicas, no residentes sin establecimiento permanente se hará constar el número o código de identificación que corresponda de conformidad con su país de residencia

⁽¹⁾ In case of non-residents (individuals or corporations) without permanent establishment in Spain it shall be included the number or identification code which corresponds according to their country of residence.

B-5

EX-4.4

Exhibit 4.4

GUARANTEE

For value received, Telefónica, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, having its registered office at Gran Vía, 28, 28013 Madrid, Spain (herein called the “Guarantor” which term includes any successor Person under the Indenture referred to in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed (the “Indenture”)), hereby unconditionally and irrevocably guarantees to the Holders of the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed and to the Trustee, in its individual and trust capacities, and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest and all other amounts due under the Indenture and the Securities of any such series when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, on an unsubordinated and unconditional basis according to the terms thereof and of the Indenture referred to therein. In case of the failure of Telefónica Emisiones, S.A.U. (the “Issuer”, which term includes any successor Person under the Indenture), punctually to make any such payment of principal, premium, if any, and interest and all other amounts due under the Indenture and on such Securities of any such series, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees that any amounts to be payable by the Guarantor under this Guarantee (whether in respect of principal, redemption amount, interest or otherwise) will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. Subject to the exceptions set forth in Section 10.4 of the Original Indenture (as such term is defined in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed) and any Supplemental Indenture supplementing the Original Indenture pursuant to which the Securities of any series upon which this Guarantee is endorsed have been issued, in the event that such withholding or deduction is required by law, the Guarantor shall pay such Additional Amounts as will result in receipt by the Holders of the Securities of any such series of such amounts as would have been received by them had no such withholding or deduction been required.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Securities of any such series or the Indenture, any failure to enforce the provisions of such Securities of any such series or the Indenture, or any waivers, modification or indulgence granted to the Issuer in respect thereof by the Holders of such Securities of any such series or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantee; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Securities of any such series, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or change the currency of payment thereon, or change the provisions relating to payments of Additional Amounts thereon, or alter the Stated Maturity thereof or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.2 of the Original Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, the benefits of orden, división and excusión under Spanish law, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest (including Additional Amounts, if any) on such Securities of any such series and the Guarantor shall have fully performed all its

obligations in accordance with the provisions of the Securities of any such series, this Guarantee and the Indenture; after such time, this Guarantee shall not be valid or obligatory for any purpose.

The Guarantor shall be subrogated to all rights of the Holders of such Securities of any such series and the Trustee against the Issuer in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest (including Additional Amounts, if any) on all Securities of any such series issued under the Indenture shall have been paid in full.

No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, interest on, Additional Amounts, if any, and all other amounts due under the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed.

The obligations of the Guarantor under this Guarantee shall, without any further act or thing being required to be done or to occur, extend to the obligations of any successor Person who is not the Guarantor arising in respect of the Securities of any such series by virtue of a substitution pursuant to the Indenture.

The obligations of the Guarantor under this Guarantee in respect of the Securities of any such series will constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor under this Guarantee and will rank pari passu without any preference among such obligations of the Guarantor under this Guarantee in respect of the Securities of any such series and at least pari passu with all other unsubordinated and unsecured indebtedness and monetary obligations involving or otherwise related to borrowed money of the Guarantor, present and future; provided that the obligations of the Guarantor under this Guarantee in respect of the Securities of each series will be effectively subordinated to those obligations that are preferred under Law 22/2003 (Ley Concursal) dated July 9, 2003 regulating insolvency proceedings in the Kingdom of Spain.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication with respect to each Security Certificate representing the Securities of any such series upon which this Guarantee has been endorsed shall have been manually executed by or on behalf of the Trustee under the Indenture.

All capitalized terms used in this Guarantee, which are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed manually or in facsimile.

Dated: March 1, 2019	TELEFÓNICA, S.A.
	By:	/s/    Jesús Romero Albarracín
		Name:	Jesús Romero Albarracín
		Title:	Authorized Officer

EX-5.1

Exhibit 5.1

March 1, 2019

Telefónica, S.A.

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid

Spain

Telefónica Emisiones, S.A.U.

Distrito Telefónica, Ronda de la Comunicación, s/n

28050 Madrid

Spain

Ladies and Gentlemen:

Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal organized under the laws of the Kingdom of Spain (the “Company”), and Telefónica, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, as guarantor (the “Guarantor”), have filed with the Securities and Exchange Commission a Registration Statement on Form F-3 ASR (File No. 333-224360) (the “Registration Statement”) and the related Prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $1,250,000,000 aggregate principal amount of the Company’s 5.250% Fixed Rate Senior Notes due 2049 (the “Notes”).

The Notes are to be issued pursuant to the provisions of the Indenture dated as of April 20, 2018 (the “Base Indenture”) among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the supplemental fixed rate note indenture dated as of March 1, 2019, pursuant to which the Notes will be issued (the Base Indenture and the supplemental indenture, collectively, the “Indenture”). The Notes will be guaranteed by the Guarantor (the “Guarantee” and, together with the Notes, the “Securities”). The Securities are to be sold pursuant to the Underwriting Agreement dated February 26, 2019 (the “Underwriting Agreement”) among the Company, the Guarantor and the several underwriters named therein (the “Underwriters”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantor that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:

1. Assuming the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.

2. Assuming the due authorization of the Notes by the Company and the due authorization of the Guarantees endorsed on each Note by the Guarantor, the Guarantees, assuming the Notes (and the Guarantees endorsed thereon) have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.

In connection with the opinion expressed above, we have assumed that each of the Company and the Guarantor is validly existing as a corporation under the laws of the Kingdom of Spain. In addition, we have assumed that the Indenture and the Securities (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto. We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default

under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States, except that we express no opinion as to any law, rule or regulation that is applicable to the Company or the Guarantor, the Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate. Insofar as the foregoing opinion involves matters governed by the laws of the Kingdom of Spain, we have relied, without independent inquiry or investigation, on the opinion of Uría Menéndez Abogados, S.L.P. to be filed as an exhibit to a report on Form 6-K to be filed by the Guarantor on the date hereof, and our opinion is subject to the assumptions, qualifications and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Guarantor on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Validity of the Notes” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

EX-5.2

Exhibit 5.2

TELEFÓNICA, S.A.

Distrito Telefónica, Ronda de la Comunicación, S/N

28050 Madrid

Spain

TELEFÓNICA EMISIONES, S.A.U.

Distrito Telefónica, Ronda de la Comunicación, S/N

28050 Madrid

Spain

Madrid, March 1, 2019

Dear Sirs,

TELEFÓNICA EMISIONES, S.A.U.

USD 1,250,000,000 Fixed Rate Senior Notes due 2049 guaranteed by TELEFÓNICA, S.A.

We have acted as Spanish counsel to Telefónica, S.A. (the “Guarantor”) and Telefónica Emisiones, S.A.U. (the “Company”), for purposes, among others, of issuing a legal opinion addressed to you in connection with the issuance by the Company of USD 1,250,000,000 aggregate principal amount of its fixed rate senior notes due 2049 (the “Notes”). The Notes will be unconditionally and irrevocably guaranteed by the Guarantor. We have taken instructions solely from the Company and the Guarantor.

A. Documents reviewed

In arriving at our opinions, we have reviewed the following documents:

(a) a copy of the global notes dated on March 1, 2019 evidencing the Notes and a copy of the guarantee dated on March 1, 2019, executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);

(b) a copy of the public deed of issue of the Notes (escritura de emisión) executed on February 27, 2019, before the Notary Public of Madrid Mr. José Miguel García Lombardía under number 911

of his official records, which has been filed for registration (presentada a inscripción) with the Commercial Registry of Madrid (the “Public Deed of Issuance”);

(c) a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated April 20, 2018 (the “Registration Statement”);

(d) a copy of the preliminary prospectus supplement dated February 26, 2019, filed with the United States Securities and Exchange Commission on February 26, 2019;

(e) a copy of the final prospectus supplement relating to the offering of the Notes dated February 26, 2019, filed with the United States Securities and Exchange Commission on February 28, 2019 (the “Prospectus Supplement”);

(f) a copy of the indenture dated as of April 20, 2018, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”);

(g) a copy of the supplemental indenture dated March 1, 2019, among the Company, the Guarantor and The Bank of New York Mellon in connection with the Notes (the “Supplemental Indenture”);

(h) the information publicly available on the website of the Spanish Central Commercial Registry (www.rmc.es) with respect to the Company and the Guarantor on March 1, 2019;

(i) a copy of the articles of association (estatutos) of the Guarantor, as publicly available at the web page of the Guarantor (www.telefonica.com) on March 1, 2019;

(j) a certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on February 25, 2019 and a literal certification with respect to the Company issued by the Commercial Registry of Madrid on February 26, 2019;

(k) a copy of a certification of certain resolutions passed by the Guarantor as sole shareholder (accionista único) of the Company on April 13, 2018;

(l) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on June 9, 2017;

(m) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on June 9, 2017; and

(n) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on March 21, 2018.

The Indenture, the Supplemental Indenture, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

B. Assumptions

Our opinions are based on the following assumptions:

(a) All signatures, stamps and seals on the documents reviewed are genuine.

(b) The original documents we have received are authentic and complete. Any copies we have received are complete and correspond to the originals.

(c) The draft documents reviewed are the same as the documents that were executed and approved.

(d) All the parties to the Documents (other than the Guarantor and the Company) have been duly organised and validly exist under the laws of their respective countries of incorporation.

(e) All the parties (other than the Guarantor and the Company) have the corporate power and authority to perform the transactions validly and effectively and be a party to the contracts contemplated in the Documents and the Documents have been signed by an individual or individuals who have sufficient capacity to validly and effectively bind the parties to the same and compliance with that established in the Documents is within the legal capacity of each of the parties thereto (other than the Guarantor and the Company).

(f) Each person who signed the Documents on behalf of the Guarantor or the Company had the legal capacity (capacidad de obrar) to do so at the time, and were not legally disqualified from doing so.

(g) The Documents have been executed and delivered by Mr. José María Álvarez-Pallete López, Mr. Pablo de Carvajal González, Ms. Laura Abasolo García de-Baquedano, Ms. María Luz Medrano Aranguren, Mr. Jesús Romero Albarracín, , Mr. Carlos David Maroto Sobrado, Mr. François Decleve, Mr. Daniel Rodriguez-Malo García or Mr. Javier Campillo Díaz on behalf of the Guarantor and by Mr. Carlos David Maroto Sobrado or Mr. Francisco Javier Ariza Garrote, joint and several directors of the Company (administradores solidarios), on behalf of the Company, and by each of the other parties thereto, in the form conforming to the final draft reviewed by us.

(h) All the documents that should have been filed with the Commercial Registry of Madrid by the Guarantor and the Company had been filed and registered on or before the date of our search, and subsequent to this no other documents that bear any relation to the opinions expressed in this legal opinion have been filed or registered.

The content of the certifications issued by the Commercial Registry of Madrid in relation to the Guarantor and the Company on February 25, 2019 and February 26, 2019, respectively, and the online excerpts downloaded from the website of the Spanish Central Commercial Registry (www.rmc.es) in relation to the Guarantor and the Company on the date of this legal opinion accurately reflects the registered information about the Guarantor and the Company.

The information held at the Commercial Registry is assumed to be correct and valid pursuant to article 7 of the Commercial Registry Rules.

(i) The certificates reviewed are true and accurate and correspond to resolutions that have been validly approved in duly convened, constituted and quorate meetings.

(j) There are and there will be no contractual or other limitations that bind any of the parties and that are included in any document that we have not reviewed but that could affect this opinion, nor are there any agreements between the parties to the Documents which fully or partially annul, modify or supersede the content of such documents.

(k) There are and there will be no decisions or resolutions of the governing bodies of the Guarantor or the Company that revoke or amend the decisions and resolutions reviewed.

(l) There are and there will be no factual circumstances that have not been disclosed to us and that could affect this legal opinion.

(m) The articles of association (estatutos sociales) of the Guarantor and the Company that we have reviewed are those in force on the date of this legal opinion.

(n) The Documents create legal, valid, binding and enforceable obligations for each party to the Documents under the laws of the State of New York.

(o) The obligations deriving from the Documents that must be complied with in a jurisdiction other than Spain, or that could be affected in any way by the laws of such other jurisdiction, will not be invalid or ineffective by virtue of the said laws, or contrary to its public policy.

(p) All the voting rights of the Company belong to the Guarantor.

(q) The proceeds of the issuance of the Notes, net of management and issuance costs, will be permanently invested with the Guarantor and directly assigned to the risks and financial situation of the Guarantor and its consolidated group.

(r) The obligations of the Guarantor under the Guarantee constitute, under the laws of the State of New York, an irrevocable and unconditional guarantee of the Guarantor, and under the Guarantee the holders of the Notes may enforce the Guarantee directly against the Guarantor, the obligations of the Guarantor are independent of the obligations of the Company and the Guarantor shall be liable as principal and sole debtor (garantía solidaria e irrevocable).

(s) The Notes will not initially be offered or sold in Spain.

(t) The Notes will be admitted to listing on a regulated market, multilateral trading facility or other organized market.

(u) The Notes will be originally registered with a clearing and settlement system located outside Spain that is recognized by the Spanish law or by the law of another OECD country.

Where we have not independently verified facts material to the opinions, we have examined and relied on certifications issued by duly authorized representatives of the Guarantor and the Company.

C. Opinion

We do not represent ourselves to be familiar with the laws of any jurisdiction other than Spain as they stand at present and therefore express no opinion on matters arising under any laws other than the laws of Spain currently in force. This legal opinion is issued on the basis that all related-matters will be governed by, and construed in accordance with Spanish law, and that all matters between the addressees of this legal opinion and ourselves (in particular, those regarding interpretation) will be brought before the Spanish courts.

Our involvement in the transaction described has been limited to our role as Spanish counsel to the Guarantor and the Company, and we therefore assume no obligation to advise any other party to the transaction. Furthermore, we assume no obligation to advise you or any other party of any changes to the law or facts that may occur after today’s date, regardless of whether they affect the legal analysis or conclusions in this legal opinion.

Legal concepts are expressed in the documents in English terms and may not be identical or equivalent to the Spanish legal terms used.

Based on the above, and subject to the additional exceptions, limitations and qualifications set out below, it is our opinion that:

1. Valid existence

Each of the Guarantor and the Company was duly incorporated and validly exist as a “sociedad anónima” under the laws of Spain.

2. Corporate power

The Company has the necessary corporate power to issue the Notes.

The Guarantor has the necessary corporate power to execute the Guarantee.

3. Due authorization

The issue of the Notes has been duly authorized by all necessary corporate action by the Company.

The execution of the Guarantee has been duly authorized by all necessary corporate action by the Guarantor.

D. Qualifications

The opinions above are subject to: (i) the effects and outcome of transactions that may derive from insolvency, pre-insolvency mechanisms or any other similar proceedings that generally affect the rights of all or some creditors, including those that do not fall under judicial insolvency proceedings (in particular, but not limited to, transactions that may derive from articles 5 bis, 71 and 71 bis, and the fourth additional provision of the Insolvency Law); as well as to (ii) any principles of public policy (orden público).

This legal opinion is rendered to the addressees identified in this letter and in connection with

the transactions described above. Notwithstanding the foregoing, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal matters” in the prospectus included in the Registration Statement and under the caption “Validity of the Notes” in the Prospectus Supplement. In giving this consent, we do not admit that we are experts under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion.

This opinion shall be governed exclusively by Spanish law and the courts of the city of Madrid (Spain) shall have exclusive jurisdiction to settle any dispute relating to this opinion.

Yours faithfully,

/s/ Rafael Sebastián