Common use of Japan Clause in Contracts

Japan. The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “FIEA”). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Person, or any person pursuant to Section 275(1A), 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. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter, namely a person which is:(3) by operation of law.

Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289 289) of Singapore) , as modified or amended from time to time (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Person, or any person pursuant to Section 275(1A), 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. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:;

Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for . Singapore: Each Underwriter acknowledges that the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for prospectus supplement and the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant 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, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), 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. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely 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, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely 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, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEAFinancial Instruments and Exchange Law”). Each Underwriter ) and each of the Dealers represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended) and 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, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA Financial Instruments and (2) in compliance with the Exchange Law and any other applicable relevant laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities Singapore. Each Dealer represents and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter agrees that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distributedistribute the Base Prospectus, such Prospectus Supplement and accompanying the Prospectus or any other document or other material in connection with relating to the offer or saleCovered Bonds, or invitation for subscription or purchase, of the Securities, whether either directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under or other person specified in Section 274 of the SFA, Securities and Futures Act (Cap. 289) of Singapore (the “Singapore Securities and Futures Act”); (ii) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that the distribution Prospectus and any other documents or materials in relation to the issue, offering or sale of the Prospectus Supplement and accompanying Prospectus relating Covered Bonds are made available to this offering or otherwise) each the recipients thereof in Singapore solely on the basis that they are persons falling within the ambit of the following Relevant Persons specified in Section 274 and/or Section 275 of the SFA which has Singapore Securities and Futures Act and may not be relied upon by any other person. Each Dealer acknowledges and agrees that where the Covered Bonds are subscribed or purchased under Section 275 of the Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which who is:

Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Law No. 25 of 1948, as amended, the “FIEAFIEL”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, sell any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resaleCovered Bonds, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of, a resident of Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASecurities and Futures Act”). AccordinglyEach Dealer represents, each Underwriter has warrants and agrees that the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor under pursuant to Section 274 of the SFASecurities and Futures Act, (iib) to a Relevant Person, relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Securities and Futures Act or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASecurities and Futures Act. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:

Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan). Singapore: Each Underwriter acknowledges that the prospectus supplement, or toand the accompanying Base Prospectus, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant 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, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEAFIEL”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended) and 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, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASecurities and Futures Act”). AccordinglyEach Dealer represents, each Underwriter has warrants and agrees that the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor under or other person pursuant to Section 274 of the SFASecurities and Futures Act, (iib) to a Relevant Person, relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Securities and Futures Act or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASecurities and Futures Act. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:

Japan. The Securities have common stock has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law Xx. 00 xx 0000 xx Xxxxx, as amended) (“FIEL”) and the “FIEA”). Each Underwriter represents and agrees that it has not and underwriters will not offer or sell, sell the common stock directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means, unless otherwise provided herein, any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any to a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement and Neither this prospectus supplement nor the accompanying Prospectus relating to this offering have not prospectus has been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused none of this prospectus supplement, the Securities to be made the subject of an invitation for subscription or purchase accompanying prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiescommon stock may be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), 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, in each case subject to compliance with conditions set forth in the SFA. Each Underwriter will notify Where the common stock is subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the common stock under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter, namely a person which is:(3) by operation of law.

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, AT&T has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the 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 which has subscribed or purchased 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). SCHEDULE IV Final Term Sheet February 12, 2020 AT&T Inc. €2,000,000,000 Fixed Rate Reset Perpetual Preferred Securities, Series B ISSUER: AT&T Inc. TITLE OF SECURITIES: Fixed Rate Reset Perpetual Preferred Securities, Series B (the “Preferred Securities”) PRICING DATE: February 12, 2020 SETTLEMENT DATE (T+3) February 18, 2020* MATURITY DATE: Perpetual NUMBER OF PREFERRED SECURITIES: 20,000 STATED AMOUNT/LIQUIDATION PREFERENCE: €100,000 per Preferred Security; €2,000,000,000 total PRICE TO PUBLIC (ISSUE PRICE): €100,000 per Preferred Security UNDERWRITING DISCOUNT: €700 per Preferred Security NET PROCEEDS (BEFORE EXPENSES): €99,300 per Preferred Security; €1,986,000,000 total USE OF PROCEEDS: General corporate purposes. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: $1,200,000 DISTRIBUTION RATES: The Preferred Securities will pay distributions equal to: • from or through that Underwriterthe issue date to, namely a person which is:but excluding, May 1, 2025 (the “First Reset Date”): an annual rate equal to 2.875% of the stated amount per Preferred Security; • from and including the First Reset Date to, but excluding, May 1, 2030: an annual rate equal to the 5-year Swap Rate (as defined below) plus 3.140% of the stated amount per Preferred Security; • for each Subsequent Reset Date from and including May 1, 2030 to, but excluding, May 1, 2045: an annual rate equal to the 5-year Swap Rate plus 3.390% of the stated amount per Preferred Security; and • for each Subsequent Reset Date from and after May 1, 2045: an annual rate equal to the 5-year Swap Rate plus 4.140% of the stated amount per Preferred Security.

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the 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 which has subscribed 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Canada The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan purchasing or purchased deemed to be purchasing, as principal that (a) are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province of Ontario, subsection 73.3(1) of the Securities from or through that UnderwriterAct (Ontario), namely (b) are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (c) are not individuals. SCHEDULE IV Final Term Sheet December 5, 2019 AT&T Inc. 48,000,000 Depositary Shares, Each Representing a person which is:1/1000th Interest in a Share of 5.000% Perpetual Preferred Stock, Series A ISSUER: AT&T Inc.

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter(3) by operation of law. Final Term Sheet December 11, namely a person which is:2012 €1,000,000,000 AT&T Inc.

Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASingapore Securities and Futures Act”). Accordingly, each Underwriter has the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than than: (ia) to an institutional investor under pursuant to Section 274 of the SFA, Singapore Securities and Futures Act; (iib) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities (3) by operation of law. SCHEDULE IV Final Term Sheet August 8, 2018 CAD$2,000,000,000 AT&T Inc. CAD$1,250,000,000 4.000% GLOBAL NOTES DUE 2025 CAD$750,000,000 5.100% GLOBAL NOTES DUE 2048 ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 4.000% Global Notes due 2025 (the “2025 Notes”) 5.100% Global Notes due 2048 (the “2048 Notes”) TRADE DATE: Xxxxxx 0, 0000 XXXXXXXXXX DATE: August 17, 2018 MATURITY DATE: November 25, 2025 for the 2025 Notes November 25, 2048 for the 2048 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: CAD$1,250,000,000 for the 2025 Notes CAD$750,000,000 for the 2048 Notes PRICE TO PUBLIC (ISSUE PRICE): 99.736% for the 2025 Notes 99.488% for the 2048 Notes PRICE TO AT&T: 99.366% for the 2025 Notes 98.988% for the 2048 Notes NET PROCEEDS: CAD$1,242,075,000 for the 2025 Notes CAD$742,410,000 for the 2048 Notes USE OF PROCEEDS: General corporate purposes. INTEREST RATE: 4.000% per annum for the 2025 Notes 5.100% per annum for the 2048 Notes INTEREST PAYMENT DATES: Semiannually on each May 25 and November 25, in equal installments, commencing on November 25, 2018 for the 2025 Notes and the 2048 Notes. For an interest period that is not a full semi-annual interest period, other than in respect of any regular semi-annual coupon payments, interest will be computed on the basis of a 365-day year and the actual number of days in such interest period (also known as Actual/Actual Canadian Compound Method). DENOMINATIONS: Minimum of CAD$150,000 and integral multiples of CAD$1,000 thereafter BUSINESS DAY: A business day in The City of New York and Toronto OPTIONAL REDEMPTION: Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), in whole or from time to time in part, at a make-whole call equal to the greater of (i) 100% of the principal amount of the Notes of such series to be redeemed or through that Underwriter(ii) a price equal to the price which, namely if the Notes being redeemed were to be issued at such price on the date of redemption, would provide a person which is:yield thereon from the date of redemption to their Par Call Date equal to the Government of Canada Yield plus the applicable Make-Whole Spread (as set forth in the table below), calculated on the third business day preceding the date of redemption of the Notes. Each series of Notes may be redeemed at any time on or after the applicable Par Call Date, in whole or from time in time in part, at a redemption price equal to 100% of the principal amount of such series of Notes to be redeemed. In each case, accrued but unpaid interest will be payable to the redemption date. Series Par Call Date Make-Whole Spread 2025 Notes September 25, 2025 42.5 bps 2048 Notes May 25, 2048 69 bps

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter(3) by operation of law. SCHEDULE IV Filed Pursuant to Rule 433 Registration No. 333-187350 Final Term Sheet November 20, namely a person which is:2014 €3,800,000,000 AT&T Inc. €1,500,000,000 FLOATING RATE GLOBAL NOTES DUE 2019 €1,500,000,000 1.450% GLOBAL NOTES DUE 2022 €800,000,000 2.600% GLOBAL NOTES DUE 2029 ISSUER: AT&T Inc. (“AT&T”)

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the 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). SCHEDULE IV Final Term Sheet February 27, 2023 €1,250,000,000 AT&T Inc. €1,250,000,000 FLOATING RATE GLOBAL NOTES DUE 2025 ISSUER: AT&T Inc. TITLE OF SECURITIES: €1,250,000,000 aggregate principal amount of Floating Rate Global Notes due 2025 (the “Notes”). TRADE DATE: February 27, 2023 SETTLEMENT DATE (T+5*): Xxxxx 0, 0000 XXXXXXXX DATE: March 6, 2025, at par. AGGREGATE PRINCIPAL AMOUNT OFFERED: €1,250,000,000 PRICE TO PUBLIC (ISSUE PRICE): 100.000% GROSS SPREAD 0.150% PRICE TO AT&T: 99.850% NET PROCEEDS: €1,248,125,000 USE OF PROCEEDS: AT&T intends to use the proceeds for general corporate purposes, including, together with the net proceeds from the offering of U.S.$1,750,000,000 of 5.539% Global Notes due 2026 AT&T completed on February 22, 2023, to repay all amounts outstanding under AT&T’s U.S.$2,500,000,000 Term Loan Agreement entered into on November 16, 2022 between AT&T, Mizuho Bank, Ltd., as agent, and the lenders set forth therein and which matures on February 16, 2025. UNDERWRITER’S REIMBURSEMENT OF AT&T’S EXPENSES: Underwriter to reimburse $400,000 of AT&T’s expenses. INTEREST RATE: Applicable EURIBOR Rate (based on the three-month EURIBOR) plus 40 basis points. The interest rate on the Notes will in no event be lower than zero. INTEREST PAYMENT DATE: Quarterly on each March 6, June 6, September 6 and December 6 of each year, commencing on June 6, 2023; provided however, that if any such interest payment date would fall on a day that is not a EURIBOR business day (as defined herein), other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding EURIBOR business day, unless the next succeeding EURIBOR business day is in the next succeeding calendar month, in which case such interest payment date shall be the immediately preceding EURIBOR business day; and provided further, that if the date of maturity is not a EURIBOR business day, payment of principal and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity. DENOMINATIONS: Minimum of €100,000 and integral multiples of €1,000 in excess thereof. INDENTURE AND RANKING The Notes will be issued under an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be AT&T’s unsecured and unsubordinated obligations and will rank pari passu with all other indebtedness issued under the indenture. OPTIONAL REDEMPTION: Except in connection with certain tax events, the Notes are not redeemable at AT&T’s option. TAX GROSS UP: Comparable to prior AT&T transactions. TAX CALL: Comparable to prior AT&T transactions. ISIN: XS2595361978 CUSIP: 00211G AB5 COMMON CODE: 259536197 LISTING: AT&T intends to apply to list the Notes on the New York Stock Exchange. FORM/CLEARING SYSTEMS: The Notes will be issued only in registered, book-entry form. There will be a Global Note deposited with a common depositary for Euroclear Bank SA/NV and Clearstream Banking, Société Anonyme for each issue. STABILIZATION: FCA/ICMA DAY COUNT FRACTION: ACTUAL/360, modified following, adjusted RATINGS: Moody’s: Baa2 (stable) S&P: BBB (stable) Fitch: BBB+ (stable) BOOKRUNNER: Société Générale REFERENCE DOCUMENT: Prospectus Supplement, dated February 27, 2023; Prospectus dated March 2, 2022 * Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS 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 VISITING XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, THE UNDERWRITER OR DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING SOCIÉTÉ GÉNÉRALE AT 0-000-000-0000. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME. MiFID II - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has subscribed been prepared as not available to retail in EEA or UK. EXHIBIT A AT&T INC. DELAYED DELIVERY CONTRACT , 20 AT&T Inc. 000 X. Xxxxx Street Dallas, Texas 75202 Ladies and Gentlemen: The undersigned xxxxxx agrees to purchase from AT&T Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to sell to the undersigned, €[●] principal amount of the Company’s above-captioned securities (“Securities”), offered by the Company’s prospectus, dated , as supplemented by the prospectus supplement, dated (collectively, the “Prospectus”), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be made on , 20 , herein called the “Delivery Date”. At 10:00 A.M., New York time, on the Delivery Date, the Securities from to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefore at the office of The Bank of New York Mellon Trust Company, N.A. Payment will be by certified or official bank check or wire transfer payable in Federal (same day) funds settled through the New York Clearing House, or such other Clearing House as the Company may designate, to or upon the order of the Company. The Securities will be delivered in such authorized forms and denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than two full business days prior to the Delivery Date or, if the undersigned fails to make a timely designation in the foregoing manner, in the form of one definitive fully registered certificate representing the Securities in the above principal amount, registered in the name of the undersigned. This Contract will terminate and be of no further force and effect after , 20 , unless (i) on or before such date it shall have been executed and delivered by both parties hereto and (ii) the Company shall have sold to the Underwriter named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus). The Company will mail or deliver to the undersigned at its address set forth below a notice to that Underwritereffect, namely stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to the Underwriter pursuant to Paragraph 12(d) of the Underwriting Agreement. The obligation of the undersigned to accept delivery of and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company’s sole discretion and, without limiting the foregoing, need not be on a person which isfirst-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By Title Address Accepted as of , 20 AT&T INC. By Title:

Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus Prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), 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. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely 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, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. SCHEDULE IV Final Term Sheet July 25, 2018 U.S.$750,000,000 AT&T Inc. 5.625% GLOBAL NOTES DUE 2067 ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 5.625% Global Notes due 2067 (the “Notes”) TRADE DATE: July 25, 2018 SETTLEMENT DATE (T+5): August 1, 2018 MATURITY DATE: August 1, 2067, at par. AGGREGATE PRINCIPAL AMOUNT OFFERED: $750,000,000 OVER-ALLOTMENT OPTION: Up to $112,500,000 PRICE TO PUBLIC (ISSUE PRICE): 100.000% GROSS SPREAD: 3.150% for Retail Orders ($23,503,567.50) and 1.000% for Institutional Orders ($38,550) PRICE TO AT&T: 96.861% NET PROCEEDS: $726,457,882.50, or $835,414,132.50 if the over-allotment option is exercised in full, based on the over-allotment being sold exclusively to retail investors. USE OF PROCEEDS: General corporate purposes. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: Underwriters to reimburse $525,000 of AT&T’s expenses. INTEREST RATE: 5.625% per annum INTEREST PAYMENT DATES: Quarterly on each February 1, May 1, August 1 and November 1, commencing on November 1, 2018. DENOMINATIONS: Minimum of $25 and integral multiples of $25 thereafter. OPTIONAL REDEMPTION: The Notes may be redeemed in whole or in part, at any time and from time to time on or after August 1, 2023, on at least 30 days’, but not more than 60 days’, prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the Notes to be redeemed. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued but unpaid interest to, but excluding, the redemption date. TAX GROSS UP: Comparable to prior AT&T transactions. TAX CALL: Comparable to prior AT&T transactions. INDENTURE AND RANKING: The Notes will be issued under an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be AT&T’s unsecured and unsubordinated obligations and will rank pari passu with all other indebtedness issued under the indenture. RATINGS: [Intentionally omitted] LISTING: AT&T intends to apply to list the Notes on the New York Stock Exchange and, if the application is approved, expects trading on the Notes to begin within 30 days of the Settlement Date. JOINT BOOKRUNNERS: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC JOINT LEAD MANAGERS: Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and TD Securities (USA) LLC CUSIP NUMBER: 00206R 409 ISIN NUMBER: US00206R4092 REFERENCE DOCUMENT: Preliminary Prospectus Supplement, dated July 25, 2018; Prospectus, dated February 25, 2016 THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS 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 VISITING XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED AT 1-800-294-1322 (TOLL FREE), XXXXXX XXXXXXX & CO. LLC AT 0-000-000-0000 (TOLL FREE), XXXXX FARGO SECURITIES, LLC AT 0-000-000-0000 (TOLL FREE), X.X. XXXXXX SECURITIES LLC AT 0-000-000-0000 (COLLECT), RBC CAPITAL MARKETS, LLC AT 0-000-000-0000 (TOLL FREE) OR UBS SECURITIES LLC AT 1-888-827-7275 (TOLL FREE). ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME. EXHIBIT A AT&T INC. DELAYED DELIVERY CONTRACT , 201 AT&T Inc. 000 X. Xxxxx Street Dallas, Texas 75202 Ladies and Gentlemen: The undersigned hereby agrees to purchase from AT&T Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to sell to the undersigned, $ principal amount of the Company’s above-captioned securities (“Securities”), offered by the Company’s prospectus, dated , as supplemented by the prospectus supplement, dated (collectively, the “Prospectus”), receipt of a copy of which has subscribed is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be made on , 201 , herein called the “Delivery Date”. At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefore at the office of The Bank of New York Mellon Trust Company, N.A. Payment will be by certified or purchased official bank check or wire transfer payable in Federal (same day) funds settled through the New York Clearing House, or such other Clearing House as the Company may designate, to or upon the order of the Company. The Securities from will be delivered in such authorized forms and denominations and registered in such names as the undersigned may designate by written or through telegraphic communication addressed to the Company not less than two full business days prior to the Delivery Date or, if the undersigned fails to make a timely designation in the foregoing manner, in the form of one definitive fully registered certificate representing the Securities in the above principal amount, registered in the name of the undersigned. This Contract will terminate and be of no further force and effect after , 201 , unless (i) on or before such date it shall have been executed and delivered by both parties hereto and (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus). The Company will mail or deliver to the undersigned at its address set forth below a notice to that Underwritereffect, namely stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 11(d) of the Underwriting Agreement. The obligation of the undersigned to accept delivery of and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company’s sole discretion and, without limiting the foregoing, need not be on a person which isfirst-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By: Title Address Accepted as of , 201 AT&T INC. By Title:

Japan. The Securities Notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any Notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan). Singapore: Each Underwriter acknowledges that the prospectus supplement, or toincorporating the Prospectus, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities Notes or caused the Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Notes or cause the Securities Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (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 Personrelevant 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, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified conditionsspecified 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. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely 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, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (the “FIEA”)Japan. Each The Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, of any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA Securities and Exchange Law of Japan and (2ii) in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each the Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), 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. Each The Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that the Underwriter, namely a person which is:

Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the FIEA and other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Singapore: Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, SFA or (ii) to a Relevant Person, or any person an accredited investor (as defined in Section4A of the SFA) pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA. Taiwan: The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (iii“FSC”), Securities and Futures Bureau (“SFB”) otherwise under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (“Taiwan”) pursuant toto the applicable securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in accordance with the conditions of, any other applicable provision of the SFATaiwan. Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold, resold, distributed or otherwise made available and will notify (whether not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through the a public offering, private placement, sale, distribution, or in circumstances which constitute an offer, private placement, sale, or distribution under any of the Prospectus Supplement applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and accompanying Prospectus agrees with the Company that no person or entity in Taiwan is authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the provision of information relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of prospectus supplement and the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:Base Prospectus.

Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, 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. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely 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, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Japan. The Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (the “FIEA”). Each ) and accordingly each Underwriter represents has represented and agrees agreed that it has not offered or sold and will not offer or sellsell any Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or 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, or for the account or benefit of, any resident of Japan others for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement This prospectus supplement and the accompanying Prospectus relating to this offering prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFA”)) by the Monetary Authority of Singapore, and the offer of the Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, each Underwriter has not offered or sold any Securities or caused this prospectus supplement and the Securities to be made the subject of an invitation for subscription or purchase accompanying prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A)) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, any other applicable exemption or provision of the SFA. Each Underwriter will notify (whether through the distribution It is a condition of the Prospectus Supplement and accompanying Prospectus relating offer that where the Securities are subscribed for or acquired pursuant to this offering or otherwise) each of the following Relevant Persons specified an offer made in reliance on Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a person Relevant Person which is:

Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant 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, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the 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 which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, 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 securities laws of Hong Kong) other than with respect to 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 (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution 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 is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. SCHEDULE IV Final Term Sheet March 23, 2017 U.S.$500,000,000 AT&T Inc. U.S.$500,000,000 FLOATING RATE GLOBAL NOTES DUE 2020 ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: Floating Rate Global Notes due 2020 (the “Notes”) TRADE DATE: Xxxxx 00, 0000 XXXXXXXXXX DATE (T+3): Xxxxx 00, 0000 XXXXXXXX DATE: January 15, 2020, at par AGGREGATE PRINCIPAL AMOUNT OFFERED: $500,000,000 PRICE TO PUBLIC (ISSUE PRICE): 100.000% GROSS SPREAD: 0.200% PRICE TO AT&T: 99.800% NET PROCEEDS: $499,000,000 USE OF PROCEEDS: General corporate purposes UNDERWRITER’S REIMBURSEMENT OF AT&T’S EXPENSES: Underwriter to reimburse $400,000 of AT&T’s expenses. INTEREST RATE: Three month LIBOR Rate (for first short coupon interest payment date, the rate will be interpolated for the length of such period) plus 65 basis points. INTEREST PAYMENT DATES: Quarterly on each January 15, April 15, July 15 and October 15, commencing April 15, 2017 (short first coupon); provided, however, that if any such interest payment date would fall on a day that is not a LIBOR business day, other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding LIBOR business day, unless the next succeeding LIBOR business day is in the next succeeding calendar month, in which has subscribed case such interest payment date shall be the immediately preceding LIBOR business day; and provided further, that if the date of maturity is not a LIBOR business day, payment of principal and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity. DENOMINATIONS: Minimum of $2,000 and integral multiples of $1,000 thereafter OPTIONAL REDEMPTION: None REDEMPTION FOR CHANGES IN TAX LAW: In whole, but not in part, if AT&T becomes obligated, or if there is a substantial probability that AT&T will become obligated, to pay additional amounts to holders of the Notes as a result of certain changes in the tax laws, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed together with interest accrued thereon to the date fixed for redemption INDENTURE AND RANKING: The Notes will be issued under an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be AT&T’s unsecured and unsubordinated obligations and will rank pari passu with all other indebtedness issued under the indenture. RATINGS: [INSERT RATINGS] SOLE BOOKRUNNER: X.X. Xxxxxx Securities LLC CUSIP NUMBER: 00000XXX0 ISIN NUMBER: US00206RDU32 REFERENCE DOCUMENT: Prospectus Supplement, dated March 23, 2017; Prospectus, dated February 25, 2016 THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS 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 VISITING XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, THE UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING X.X. XXXXXX SECURITIES LLC AT (000) 000-0000 (COLLECT). ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME. EXHIBIT A AT&T INC. DELAYED DELIVERY CONTRACT , 201 AT&T Inc. 000 X. Xxxxx Street Dallas, Texas 75202 Ladies and Gentlemen: The undersigned hereby agrees to purchase from AT&T Inc., a Delaware corporation (the “Company”), and the Company hereby agrees to sell to the undersigned, $ principal amount of the Company’s above-captioned securities (“Securities”), offered by the Company’s prospectus, dated , as supplemented by the prospectus supplement, dated (collectively, the “Prospectus”), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be made on , 201 , herein called the “Delivery Date”. At 10:00 A.M., New York time, on the Delivery Date, the Securities from to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefore at the office of The Bank of New York Mellon Trust Company, N.A. Payment will be by certified or official bank check or wire transfer payable in Federal (same day) funds settled through the New York Clearing House, or such other Clearing House as the Company may designate, to or upon the order of the Company. The Securities will be delivered in such authorized forms and denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than two full business days prior to the Delivery Date or, if the undersigned fails to make a timely designation in the foregoing manner, in the form of one definitive fully registered certificate representing the Securities in the above principal amount, registered in the name of the undersigned. This Contract will terminate and be of no further force and effect after , 201 , unless (i) on or before such date it shall have been executed and delivered by both parties hereto and (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus). The Company will mail or deliver to the undersigned at its address set forth below a notice to that Underwritereffect, namely stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 11(d) of the Underwriting Agreement. The obligation of the undersigned to accept delivery of and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company’s sole discretion and, without limiting the foregoing, need not be on a person which isfirst-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By Title Address Accepted as of , 201 AT&T INC. By Title:

Japan. The Securities (b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority. Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASingapore Securities and Futures Act”). Accordingly, each Underwriter has the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than than: (ia) to an institutional investor under pursuant to Section 274 of the SFA, Singapore Securities and Futures Act; (iib) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:

Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289 289) of Singapore) , as modified or amended from time to time (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, ; (ii) to a Relevant Personrelevant 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, conditions specified in Section 275 of the SFA SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (the “FIEA”)Japan. Each Underwriter represents and agrees that it has not and The Underwriters will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA Securities and Exchange Law of Japan and (2ii) in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), 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. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is: